SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) August 12, 2002
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UNOCAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-8483 95-3825062
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(Commission File Number) (I.R.S. Employer Identification No.)
2141 Rosecrans Avenue, Suite 4000, El Segundo, California 90245
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(Address of Principal Executive Offices) (Zip Code)
(310) 726-7600
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(Registrant's Telephone Number, Including Area Code)
Item 9. Regulation FD Disclosure.
On August 12, 2002, Unocal Corporation (the "Company") filed with the
Securities and Exchange Commission (the "Commission") its Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2002. Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, the Company submitted the following
certifications with respect to the Form 10-Q by Charles R. Williamson, its
Chairman of the Board and Chief Executive Officer, and Terry G. Dallas, its
Executive Vice President and Chief Financial Officer:
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Charles R. Williamson, Chairman of the Board and Chief Executive Officer of
Unocal Corporation (the "Company"), certify, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to my knowledge:
(1) the Quarterly Report on Form 10-Q of the Company for the quarterly
period ended June 30, 2002 (the "Report"), fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (15 U.S.C. 78m or 78o(d)); and
(2) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
Dated: August 12, 2002
/s/CHARLES R. WILLIAMSON
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Charles R. Williamson
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Terry G. Dallas, Executive Vice President and Chief Financial Officer of
Unocal Corporation (the "Company"), certify, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to my knowledge:
(1) the Quarterly Report on Form 10-Q of the Company for the quarterly
period ended June 30, 2002 (the "Report"), fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (15 U.S.C. 78m or 78o(d)); and
(2) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
Dated: August 12, 2002
/s/TERRY G. DALLAS
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Terry G. Dallas
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Messrs. Williamson and Dallas also signed and filed with the Commission the
following sworn statements regarding the accuracy of the Company's recent
filings with the Commission, as required by the Commission's Order No. 4-460:
Statement Under Oath of Principal Executive Officer and Principal Financial
Officer Regarding Facts and Circumstances Relating to
Exchange Act Filings
I, Charles R. Williamson, Chief Executive Officer (Principal Executive Officer)
of Unocal Corporation, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered
reports of Unocal Corporation, and, except as corrected or
supplemented in a subsequent covered report:
o No covered report contained an untrue statement of a material
fact as of the end of the period covered by such report (or in
the case of a report on Form 8-K or definitive proxy materials,
as of the date on which it was filed); and
o No covered report omitted to state a material fact necessary to
make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as
of the end of the period covered by such report (or in the case
of a report on Form 8-K or definitive proxy materials, as of
the date on which it was filed).
(2) I have reviewed the contents of this statement with the Company's
Accounting and Auditing Committee.
(3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":
o Report on Form 10-K for the year 2001 of Unocal Corporation;
o all reports on Form 10-Q, all reports on Form 8-K and all
definitive proxy materials of Unocal Corporation filed with the
Commission subsequent to the filing of the Form 10-K identified
above; and
o any amendments to any of the foregoing.
/s/ CHARLES R. WILLIAMSON State of California
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Charles R. Williamson
August 12, 2002 County of Los Angeles
Subscribed and sworn to
before me this 12th day of
August 2002.
LAWANNA JOHNSON /s/ LAWANNA JOHNSON
Commission #1319964 ------------------------------------
Notary Public - California Notary Public
Los Angeles County
My Comm. Expires Sep 4, 2005 My Commission Expires: 9/4/05
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Statement Under Oath of Principal Executive Officer and Principal Financial
Officer Regarding Facts and Circumstances Relating to
Exchange Act Filings
I, Terry G. Dallas, Executive Vice President & Chief Financial Officer of Unocal
Corporation, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered
reports of Unocal Corporation, and, except as corrected or
supplemented in a subsequent covered report:
o No covered report contained an untrue statement of a material
fact as of the end of the period covered by such report (or in
the case of a report on Form 8-K or definitive proxy materials,
as of the date on which it was filed); and
o No covered report omitted to state a material fact necessary to
make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as
of the end of the period covered by such report (or in the case
of a report on Form 8-K or definitive proxy materials, as of
the date on which it was filed).
(2) I have reviewed the contents of this statement with the Company's
Accounting and Auditing Committee.
(3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":
o Report on Form 10-K for the year 2001 of Unocal Corporation;
o all reports on Form 10-Q, all reports on Form 8-K and all
definitive proxy materials of Unocal Corporation filed with the
Commission subsequent to the filing of the Form 10-K identified
above; and
o any amendments to any of the foregoing.
/s/ TERRY G. DALLAS State of California
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Terry G. Dallas
August 12, 2002 County of Los Angeles
Subscribed and sworn to
before me this 12th day of
August 2002.
LAWANNA JOHNSON /s/ LAWANNA JOHNSON
Commission #1319964 ------------------------------------
Notary Public - California Notary Public
Los Angeles County
My Comm. Expires Sep 4, 2005 My Commission Expires: 9/4/05
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
UNOCAL CORPORATION
(Registrant)
Date: August 13, 2002 By: /s/ JOHN A. BRIFFETT
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John A. Briffett
Assistant Comptroller
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