UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
PURE RESOURCES, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
74622E 10 2
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(CUSIP Number)
Dennis P.R. Codon, Esq.
Vice President, Chief Legal Officer and General Counsel
UNOCAL CORPORATION
2141 Rosecrans Avenue, Suite 4000
El Segundo, California 90245
(310)726-7600
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 25, 2000
--------------------------
(Date of Event which Requires Filing of this
Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box / /.
(Continued on following pages)
<PAGE>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Unocal Corporation., I.R.S.No.: 95-3825062
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) /X/
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER -0-
SHARES ------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 34,659,402*
OWNED BY ------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 32,709,067
REPORTING ------------------------------------------
PERS0N 10 SHARED DISPOSITIVE POWER -0-
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
34,659,402*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.3%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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* Includes 32,709,067 shares directly owned by Union Oil
Company of California, and 1,950,335 shares owned or subject to
vested options held by Jack D. Hightower, with respect to which
the reporting persons may be deemed to share voting control by
virtue of the Voting Agreement described herein. Does not
include 1,800,000 shares subject to employee stock options owned
by Mr. Hightower that are not exercisable within 60 days.
i
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Union Oil Company of California, I.R.S. No.: 95-1315450
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) /X/
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) /X/
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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NUMBER OF 7 SOLE VOTING POWER -0-
SHARES ------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 34,659,402*
OWNED BY ------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 32,709,067
REPORTING ------------------------------------------
PERS0N 10 SHARED DISPOSITIVE POWER -0-
WITH
------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
34,659,402*
------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.3%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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* Includes 32,709,067 shares directly owned by Union Oil
Company of California, and 1,950,335 shares owned or subject to
vested options held by Jack D. Hightower, with respect to which
the reporting persons may be deemed to share voting control by
virtue of the Voting Agreement described herein. Does not
include 1,800,000 shares subject to employee stock options owned
by Mr. Hightower that are not exercisable within 60 days.
ii
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Item 1. Security and Issuer:
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The class of equity securities to which this statement on
Schedule 13D (this "Statement") relates is the common stock, par
value $0.01 per share ("Pure Common Stock"), of Pure Resources,
Inc., a Delaware corporation ("Pure Resources"). Pure Resources'
principal executive offices are located at 500 West Texas, Suite
200, Midland, Texas 79701.
Item 2. Identity and Background:
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This statement is being filed jointly by Unocal Corporation,
a Delaware corporation ("Unocal"), and Union Oil Company of
California ("Union Oil"), a California corporation and wholly-
owned subsidiary of Unocal. Unocal conducts substantially all of
its operations through Union Oil and subsidiaries of Union Oil.
Unocal is one of the world's largest independent oil and gas
exploration and production companies, with major oil and gas
exploration and production activities in Asia and the United
States Gulf of Mexico. Unocal is also a leading producer of
geothermal energy; a provider of electrical power; and a
manufacturer and marketer of nitrogen-based fertilizers,
petroleum coke, graphites and specialty minerals. Other
activities include project development, ownership in proprietary
and common carrier pipelines and the marketing and trading of
hydrocarbon commodities.
Unocal's and Union Oil's principal executive offices are
located at 2141 Rosecrans Avenue, Suite 4000, El Segundo,
California 90245 and their telephone number at that address is
(310) 726-7600. Schedule I attached hereto sets forth certain
additional information with respect to each director and each
executive officer of Unocal and Union Oil. The filing of this
statement on Schedule 13D shall not be construed as an admission
that Unocal, Union Oil or any person listed on Schedule I hereto
is, for the purposes of Section 13(d) or 13(g) of the Securities
Exchange Act of 1934, the beneficial owner of any securities
covered by this statement.
During the past five years, Union Oil has been convicted of
a number of misdemeanor criminal violations. These cases usually
involved minor violations of state or local environmental laws.
However, one of these misdemeanor convictions was significant.
On July 19, 1995, Union Oil plead no contest to a number of
misdemeanor violations of California state laws which prohibit
the unlawful discharge of airborne contaminants into the
environment. The case was filed in Municipal Court for the
County of Contra Costa, California. A fine of $951,000 was paid
to resolve the violations. In addition, civil penalties in the
amount of $2,050,000 were paid in a companion civil case.
Except as provided above, during the past five years,
neither Unocal nor Union Oil nor, to the best of the knowledge of
each of Unocal and Union Oil, any of the persons referred to in
Schedule I has been convicted in a criminal proceeding (excluding
traffic violations and similar misdemeanors).
Neither Unocal nor Union Oil nor, to the best knowledge of
each of Unocal and Union Oil, any of the persons referred to in
Schedule I has been the subject of a civil judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws, during the
last five years.
All persons named in Schedule I are citizens of the United
States.
Item 3. Source and Amount of Funds or Other Consideration:
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This Statement is being filed in connection with
transactions contemplated by the Agreement and Plan of Merger
dated December 13, 1999, as amended ("Merger Agreement"), among
Union Oil, Pure Resources (formerly named Titan Resources
Holdings, Inc.), TRH, Inc., a Delaware corporation and wholly-
owned subsidiary of Pure Resources ("Merger Sub"), and Titan
Exploration, Inc., a Delaware corporation ("Titan").
The closing of the transactions contemplated by the Merger
Agreement occurred on May 25, 2000, at which time, in accordance
with the Merger Agreement, (i) Union Oil contributed to a
subsidiary of Pure Resources substantially all of its oil and gas
exploration and production assets in the Permian Basin and San
Juan Basin areas of Texas, New Mexico and Colorado in exchange
for 32,708,067 shares of Pure Common Stock, and (ii) Merger Sub
merged with and into Titan and became a wholly-owned subsidiary
of Pure Resources (the "Merger"). In the Merger, each
outstanding share of common stock of Titan, other than shares
owned by Titan or any wholly owned subsidiary of Titan, was
converted into the right to receive .4302314 of a share Pure
Common Stock. As a result, the former stockholders of Titan
became entitled to receive upon conversion of their shares a
total of 17,290,932 shares of Pure Common Stock. The Merger
Agreement contains certain indemnification provisions under which
Pure Resources and Union Oil have agreed to indemnify each other
for certain liabilities that may arise out of their respective
businesses. In addition, Pure Resources has agreed to make
certain tax benefit payments to Union Oil if the transactions
contemplated by the Merger Agreement do not qualify as tax-free
under relevant federal income tax provisions, which obligations
may be paid in cash or in shares of Pure Common Stock.
In connection with the transactions contemplated by the
Merger Agreement, on December 13, 1999, Pure Resources, Union Oil
and Jack D. Hightower entered into a stockholders voting
agreement, which was subsequently amended and restated as of
April 10, 2000 (as so amended, the "Voting Agreement"), which
became effective upon the closing of the Merger. Under the
Voting Agreement, Union Oil and Mr. Hightower have agreed to vote
their shares of Pure Resources capital stock to cause two persons
designated by Mr. Hightower, and up to six persons designated by
Union Oil, to be elected to Pure Resources' board of directors.
Mr. Hightower was President, Chief Executive Officer and Chairman
of the Board of Titan, and is now President, Chief Executive
Officer and Chairman of the Board of Pure Resources. Under the
Voting Agreement, Mr. Hightower has agreed to vote his shares to
elect to the Pure Resources board (a) five designees of Union
Oil, if Union Oil owns greater than 50% of Pure Common Stock; (b)
four designees of Union Oil, if Union Oil owns greater than 35%
but not more than 50% of Pure Common Stock; or (c) two designees
of Union Oil, if Union Oil owns greater than 10% but not more
than 35%. In addition, Union Oil and Mr. Hightower have agreed
that, if necessary to satisfy an independent director requirement
of the New York Stock Exchange or other exchange on which the
Pure Common Stock is traded, Union Oil and Mr. Hightower will
cooperate to select an additional director who satisfies such
requirements, failing which Union Oil will have the right to
designate such director subject to Mr. Hightower's approval,
which may not be unreasonably withheld.
Union Oil has the right to approve the nomination of the
directors designated by Mr. Hightower, other than Mr. Hightower
himself, which approval may not be unreasonably withheld. No
more than two of the persons designated by Union Oil under the
agreement may be affiliates of Union Oil. In the event that
Union Oil is entitled to designate three or more persons under
the agreement, one of the Union Oil affiliates designated must be
approved by Mr. Hightower, and any non-Union Oil affiliate
designated must be approved by Mr. Hightower. In each case, Mr.
Hightower's approval may not be unreasonably withheld.
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The Voting Agreement will terminate if Union Oil and its
affiliates beneficially own less than 10% of the outstanding Pure
Common Stock or Mr. Hightower ceases to be the Chief Executive
Officer of Pure Resources.
The foregoing summaries of the Merger Agreement and the
Voting Agreement are qualified in their entirety by reference to
copies of the Merger Agreement and the Voting Agreement
incorporated as Exhibits A and B , respectively, to this
Statement, which are incorporated herein in by reference.
Item 4. Purpose of Transaction:
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As a result of consummation of the transactions contemplated
by the Merger Agreement and the Voting Agreement, Union Oil owns
directly approximately 65.4% of the outstanding Pure Common Stock
and has the ability to designate a majority of the Board of
Directors. As such, the assets, liabilities and results of
operations are included in the consolidated financial statements
of Unocal and its subsidiaries. Of the eight members of the
Board of Directors of Pure Resources, Timothy H. Ling and Darrell
D. Chessum are executive officers of Unocal and Union Oil, and
Graydon Laughbaum and H. D. Maxwell are former employees of Union
Oil or other Unocal affiliates. In addition, Graydon Laughbaum
provides consulting services to Unocal and its subsidiaries. In
addition, Unocal has agreed with Mr. Hightower under the Voting
Agreement to elect Keith Covington and Herbert C. Williamson, III
as directors, as well as Mr. Hightower and his other designee,
George Staley.
Union Oil entered into the Merger Agreement to combine its
Permian and San Juan basin oil and gas assets with those of
Titan. Unocal and Union Oil intend to review and analyze on a
continuing basis their investment in Pure Resources in order to
determine whether stockholder value for Unocal stockholders is
better served by holding that investment, increasing that
investment by acquisitions of additional shares of Pure Common
Stock in the market or otherwise, disposing of or monetizing that
investment or recapitalizing or otherwise restructuring that
investment. These reviews and analyses will be based upon a
variety of factors, including, without limitation, the price of,
and other market conditions relating to, the Pure Common Stock,
subsequent developments affecting Pure Resources, the business
and prospects of Pure Resources, other investment and business
opportunities available to Unocal and Union Oil, general stock
market and economic conditions and other factors deemed relevant
from time to time.
Except as set forth in Items 3, 4 and 6 of this Statement,
Unocal and Union Oil have no present plans or proposals that
relate to or that would result in any of the actions as specified
in clauses (a) through (j) of Item 4 of Schedule 13D of the
Exchange Act of 1934, as amended.
Item 5. Interest in Securities of the Issuer:
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(a) Reference is made to the applicable cover pages for Unocal
and Union Oil for information concerning (i) the number of
shares of Pure Common Stock beneficially owned by Unocal and
Union Oil, and (ii) the percentage of outstanding Pure
Common Stock beneficially owned by Unocal and Union Oil, in
each case as of the date of this filing.
(b) Union Oil and, by virtue of its ownership of Union Oil,
Unocal have sole voting and investment power with respect to
32,709,067 shares of Pure Common Stock, which as of the date
hereof represent approximately 65.4% of the outstanding
shares of Pure Common Stock. In addition,
3
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pursuant to the
Voting Agreement described in Item 3 above, Unocal and Union
Oil may be deemed to share voting power with respect to the
1,950,335 shares of Pure Common Stock that may be deemed to
be beneficially owned by Jack D. Hightower, which number
includes 33,141 shares subject to stock options that are
currently exercisable. These shares represent an aggregate
of approximately 3.9% of the currently outstanding shares of
Pure Common Stock. In addition to the foregoing, Jack D.
Hightower currently has employee stock options to purchase
an additional 1,800,000 shares of Pure Common Stock, which
vest and become exercisable in one-third increments on May
25, 2001, May 25, 2002 and May 25, 2003. These shares, if
the options are exercised, would also be subject to the
Voting Agreement, and thus Unocal and Union Oil would be
deemed to share voting power with respect to those shares.
Union Oil and Unocal disclaim any beneficial ownership of
any shares or options owned by Jack D. Hightower.
(c) During the past sixty days, neither of Unocal nor Union Oil
has acquired or disposed of beneficial ownership of Pure
Common Stock except as described herein.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
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Relationships With Respect to Securities of the
------------------------------------------------
Issuer:
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In addition to the Merger Agreement and the Voting
Agreement, the following agreements were entered into in
connection with the Merger Agreement.
Business Opportunity Agreement. Simultaneously with
the execution of the Merger Agreement, Union Oil, Pure Resources
and Titan entered into a Business Opportunities Agreement
pursuant to which Pure Resources has agreed, except with the
consent of Union Oil, which it may withhold in its sole
discretion, that Pure Resources and its subsidiaries will not
engage in any business other than the E&P Business (described
below) and will not pursue any business opportunity that involves
any direct or indirect ownership interest in any properties
located outside of a designated area that includes all of Kansas,
New Mexico and Oklahoma, portions of southern and southeastern
Colorado and western Arkansas and onshore Texas, except for areas
of East Texas. For purposes of the agreement, "E&P Business"
means generally the oil and gas exploration, exploitation,
development and production business, and it does not include the
oilfield service business. In the Business Opportunities
Agreement, Pure Resources agreed that it will have no interest or
expectancy in any business opportunity that does not consist
exclusively of the E&P Business within the designated areas. The
provisions described in this paragraph will terminate when Union
Oil no longer owns at least 35% of the ordinary voting power for
the election of Pure Resources directors.
Pure Resources also agreed in the Business Opportunities
Agreement that Union Oil, its affiliates, its board designees
under the Voting Agreement described above in Item 3, and
companies in which Union Oil has an interest, which participate
with Union Oil or of which a board designee is a director,
officer or employee shall not be restricted by the relationship
between Union Oil and Pure Resources or otherwise from engaging
in any business even though it is in competition with the
business or activities of Pure Resources or its subsidiaries, so
long as their actions do not conflict with specified standards of
conduct, which are summarized below. The Business Opportunities
Agreement does not
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affirmatively restrict Union Oil's business activities,
including within the designated areas.
The parties also have agreed in the Business Opportunities
Agreement that, as long as the activities of Union Oil, its
affiliates or board designees or other related companies are
conducted in accordance with the specified standards, which are
summarized in the next paragraph:
- Union Oil, its affiliates or board designees or other
related companies will not have to offer Pure
Resources or any of its subsidiaries any business
opportunity;
- Pure Resources will have no interest or expectancy in
any business opportunity pursued by Union Oil, its
affiliates and board designees and related companies;
and
- Pure Resources has waived any claim that any business
opportunity pursued by Union Oil, its affiliates or
board designees or any related company constitutes a
corporate opportunity of Pure Resources or any of its
subsidiaries that should have been presented to Pure
Resources.
The standards specified in the Business Opportunities
Agreement generally provide that Union Oil, its affiliates and
board designees and related companies must conduct their
businesses through the use of their own personnel and assets and
not with the use of any personnel or assets of Pure Resources.
The Business Opportunities Agreement will not allow a board
designee of Union Oil to usurp a corporate opportunity solely for
his or her personal benefit, as opposed to pursuing, for the
benefit of Union Oil, an affiliate or Union Oil or any related
company, an opportunity in accordance with the specified
standards.
Non-Dilution Agreement. Simultaneously with the execution of
the Merger Agreement, Pure Resources and Union Oil entered into a
Non-Dilution Agreement under which Union Oil has certain rights
to maintain its percentage ownership of Pure Resources in the
event of future issuances of equity by Pure Resources. If Pure
Resources issues capital stock, other than common stock issued
under board-approved incentive plans, for cash or credit, Union
Oil will have the right to purchase or subscribe for the number
or amount of such capital stock equal to its ownership percentage
of Pure Resources, up to 65.4%, at the same price at which the
capital stock is being issued. Pure Resources must provide Union
Oil with notice of an issuance subject to this preemptive right
at least 10 days prior to the issuance and, if Union Oil elects
to exercise the right, it must do so in such a way as not to
delay pricing and closing of the issuance. The preemptive right
given by Pure Resources with respect to any issuance will
terminate if unexercised within 10 days after receipt of the
notice of the issuance of the capital stock.
If Pure Resources issues any capital stock in exchange for
property other than cash or credit, Union Oil will have the right
to purchase from Pure Resources the additional number of shares
of capital stock necessary to enable Union Oil to maintain its
ownership percentage in Pure Resources, up to 65.4%. Pure
Resources must give Union Oil written notice of the issuance not
later than 20 days prior to such issuance, and Union Oil will
have 30 days from the date of the issuance to elect to exercise
its rights by giving written notice to Pure Resources. The cash
price per share to be paid by Union Oil for the additional shares
of capital stock will be the market trading price per share of
Pure Common Stock at the time of the issuance or in the case of
other capital stock, as determined in good faith by the Pure
Resources board of directors.
Shares of Pure Common Stock issued to Union Oil under the
Non-Dilution Agreement will be
5
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entitled to the benefits of the Registration Rights Agreement
described below. Pure Resources also has agreed that if shares
are issued because of the Non-Dilution Agreement, Pure Resources
will cause those shares to be listed for trading or quotation
on any securities exchanges or quotation systems on which the
securities of that class are then listed for trading or quotation.
Registration Rights Agreement. Pure Resources entered into
a Registration Rights Agreement with Union Oil simultaneously
with execution of the Merger Agreement. The Registration Rights
Agreement provides that at any time and from time to time after
120 days following the closing date of the Merger, but no more
than one time in a twelve month period, Union Oil will have the
right to require Pure Resources to effect a Securities Act
registration of all or a portion of the Pure Common Stock owned
by Union Oil. If Union Oil demands registration of less than all
of the Pure Resources shares it owns, the portion must be at
least (a) 4,300,000 shares, as adjusted for any stock dividends,
splits or otherwise, or (b) shares having an estimated aggregate
offering price to the public of at least $50 million, whichever
is lower. The Registration Rights Agreement also provides Union
Oil with piggyback registration rights, which give Union Oil the
right to include shares of Pure Common Stock held by it in
registrations initiated by Pure Resources or by any other holder
of Pure Common Stock.
The Registration Rights Agreement provides for customary
indemnities by Pure Resources in favor of persons including
shares in a registration covered by the Registration Rights
Agreement, and by such persons in favor of Pure Resources, with
respect to information to be included in the relevant
registration statement. Pure Resources will bear the reasonable
costs of registering and offering for sale any Pure Common Stock
offered in a registration covered by the Registration Rights
Agreement, including costs and expenses of Union Oil's counsel
not to exceed $50,000 per registration. Union Oil will pay all
applicable underwriting discounts and commissions.
The foregoing summaries of the Business Opportunities
Agreement, Non-Dilution Agreement, and Registration Rights
Agreement are qualified in their entirety by reference to copies
of such agreements incorporated as Exhibits C, D and E,
respectively, to this Statement, which incorporated herein by
reference.
Item 7. Material to be Filed as Exhibits:
-----------------------------------------------
Exhibit A: Agreement and Plan of Merger among Union Oil,
Titan, Pure Resources (formerly named Titan Resources
Holdings, Inc.), and Merger Sub dated December 13, 1999
(incorporated herein by reference to Exhibit 2.3 to the
Schedule 13D filed by Unocal and Union Oil with respect
to Titan on December 23, 1999); Amendment No. 1 thereto
dated April 14, 2000 (incorporated herein by reference
to Exhibit 2.2 to the Registration Statement on Form S-
4 filed by Pure Resources (File No. 333-34970)).
Exhibit B: Amended and Restated Stockholders Voting Agreement
dated April 10, 2000, by and among Pure Resources,
Union Oil and Jack D. Hightower (incorporated by
reference to Exhibit 10.20 to Titan Exploration, Inc.'s
Annual Report on Form 10-K, as amended, as filed on
April 12, 2000 (File No. 000-21843)).
Exhibit C: Business Opportunities Agreement among Union Oil,
Titan, Merger Sub and Pure Resources (fomerly named
Titan Resources Holdings, Inc.) dated December 13, 1999
(incorporated herein by reference to Exhibit 2.4 to the
Schedule 13D filed by Unocal and Union Oil with respect
to Titan on December 23, 1999 (File No. 005-47939)).
6
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Exhibit D: Non-Dilution Agreement dated December 13, 1999
between Pure Resources (formerly named Titan Resources
Holdings, Inc.) and Union Oil (incorporated herein by
reference to Exhibit 10.21 to Titan Exploration, Inc.'s
Annual Report on Form 10-K, as amended, as filed on
April 12, 2000 (File No. 000-21843)).
Exhibit E: Registration Rights Agreement among Union Oil and
Pure Resources (formerly named Titan Resources
Holdings, Inc.) dated December 13, 1999 (incorporated
herein by reference to Exhibit 10.1 to the Registration
Statement on Form S-4 filed by Pure Resources (File No.
333-34970)).
Exhibit F: Joint Filing Agreement.
7
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After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certify that the
information set forth in this statement is true, complete and
correct.
Date: June 5, 2000 UNOCAL CORPORATION
By: /s/ Douglas M. Miller
Name: Douglas M. Miller
Title: Vice President, Corporate
Development
UNION OIL COMPANY OF
CALIFORNIA
By: /s/ Douglas M. Miller
Name: Douglas M. Miller
Title: Vice President, Corporate
Development
8
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Schedule I
DIRECTORS AND EXECUTIVE OFFICERS
UNOCAL CORPORATION
Name and Business Citizenship Position and Occupation
Address*
Roger C. Beach U.S.A. Director, Chairman of the
Board of Directors and Chief
Executive Officer, Unocal
Corporation
John W. Amerman U.S.A. Director, Unocal Corporation,
2101 Rosecrans Ave., Former Chairman of the Board
Suite 6280 and Chief Executive Officer,
El Segundo, CA 90245 Mattel, Inc.
John W. Creighton, Jr. U.S.A. Director, Unocal Corporation,
Madrona Investment Former President and Chief
Group Executive Officer,
1000 Second Avenue, Weyerhaeuser Company
Suite 3700
Seattle, WA 98104
James W. Crownover U.S.A. Director, Unocal Corporation,
c/o McKinsey & Former Director, McKinsey &
Company, Inc. Company, Inc.
909 Fannin, Suite 3675
Houston, Texas 77010
Frank C. Herringer U.S.A. Director, Unocal Corporation,
Transamerica Chairman and Chief Executive
Corporation Officer, Transamerica
600 Montgomery Street Corporation
San Francisco, CA
94111
Timothy H. Ling U.S.A. Director, Executive Vice
President, North American
Energy Operations, and Chief
Financial Officer, Unocal
Corporation
Donald B. Rice U.S.A. Director, Unocal Corporation,
UroGenesys, Inc. President and Chief Executive
1701 Colorado Avenue Officer, UroGenesys, Inc.
Santa Monica, CA
90404
Kevin W. Sharer U.S.A. Director, Unocal Corporation,
Amgen Inc. President and Chief Operating
One Amgen Center Officer, Amgen Inc.
Thousand Oaks, CA
91320-1789
9
<PAGE>
Marina V.N. Whitman U.S.A. Director, Unocal Corporation,
Institute of Public Professor of Business
Policy Studies Administration and Public
University of Michigan Policy, University of
411 Lorch Hall Michigan
Ann Arbor, MI 48109-
1220
Charles R. Williamson U.S.A. Director, Executive Vice
President, International
Energy Operations, Unocal
Corporation
Joe D. Cecil U.S.A. Vice President and
Comptroller, Unocal
Corporation
Dennis P.R. Codon U.S.A. Vice President, Chief Legal
Officer and General Counsel,
Unocal Corporation
Douglas M. Miller U.S.A. Vice President, Corporate
Development
*Unless otherwise indicated, the business address of these
individuals is c/o Unocal Corporation at the address shown on the
cover of this Schedule 13D.
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DIRECTORS AND EXECUTIVE OFFICERS
UNION OIL COMPANY OF CALIFORNIA
Name and Business Citizenship Position and Occupation
Address*
Roger C. Beach U.S.A. Director, Chairman of the Board
of Directors and Chief
Executive Officer, Union Oil
Company of California
Timothy H. Ling U.S.A. Director, Executive Vice
President, North American
Energy Operations, and Chief
Financial Officer, Union Oil
Company of California
Charles R. Williamson U.S.A. Director, Executive Vice
President, International Energy
Operations, Union Oil Company
of California
Joe D. Cecil U.S.A. Vice President and Comptroller,
Union Oil Company of California
Dennis P.R. Codon U.S.A. Vice President, Chief Legal
Officer and General Counsel,
Union Oil Company of California
Douglas M. Miller U.S.A. Vice President, Corporate
Development, Union Oil Company
of California
*Unless otherwise indicated, the business address of these
individuals is c/o Unocal Corporation at the address shown on the
cover of this Schedule 13D.
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Exhibit F
JOINT FILING AGREEMENT
The undersigned each agree as follows: (i)
that certain statement on Schedule 13D relating to
the Common Stock, par value $0.01 per share, of
Pure Resources, Inc., a Delaware corporation, is
filed on behalf of each of them, (ii) such
Statement on Schedule 13D is adopted by each of
them, (iii) all future amendments to such
Statement on Schedule 13D will, unless written
notice to the contrary is delivered as described
below, be jointly filed on behalf of each of them,
and (iv) the provisions of Rule 13d-1(f)(1) under
the Securities Exchange Act of 1934, as amended,
apply to each of them. This Agreement may be
terminated with respect to the obligation to file
jointly future amendments to such Statement on
Schedule 13D as to any of the undersigned upon
such person giving written notice thereof to each
of the other persons signatory hereto, at the
principal office thereof.
EXECUTED as of June 5, 2000.
UNOCAL CORPORATION
By: /s/ Douglas M. Miller
Name: Douglas M. Miller
Title: Vice President, Corporate
Development
UNION OIL COMPANY OF
CALIFORNIA
By: /s/ Douglas M. Miller
Name: Douglas M. Miller
Title: Vice President, Corporate
Development
