SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO/A
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
PURE RESOURCES, INC.
(Name of Subject Company)
UNOCAL CORPORATION
UNION OIL COMPANY OF CALIFORNIA
(Name of Filing Persons -- Offerors)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
74622E 10 2
(CUSIP Number of Class of Securities)
Barry A. L. Hoffman, Esq.
Deputy General Counsel
Unocal Corporation
2141 Rosecrans Avenue, Suite 4000
El Segundo, California 90245
(310) 726-7600
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
-Copies to-
Daniel A. Neff
Elliott V. Stein
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
(212) 403-1000
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee
---------------------- --------------------
$553,431,082 $50,916
* Estimated solely for the purpose of calculating the filing fee pursuant to
Rule 0-11 under the Securities Exchange Act of 1934, as amended, based on
the product of (i) 23.20 the average of the high and low sales prices of
Pure Resources, Inc.'s common stock and (ii) 23,854,788, the maximum number
of shares to be acquired pursuant to this offer.
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $50,916. Filing Party: Unocal Corporation.
Form or Registration No.: Form S-4. Date Filed: September 4, 2002
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[X] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
SCHEDULE 13D
CUSIP No. 74622E 10 2 Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Unocal Corporation
95-3825062
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION [ ]
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 35,890,333(1)
WITH
9 SOLE DISPOSITIVE POWER
32,709,067
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,890,333*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.3%
14 TYPE OF REPORTING PERSON
C0
--------
(1) Includes 32,709,067 shares directly owned by Union Oil Company of
California, and 3,181,266 shares beneficially owned by Jack D. Hightower,
with respect to which the reporting persons may be deemed to share voting
control by virtue of the Voting Agreement (as described on the reporting
persons joint Statement on Schedule 13D, as amended, which is incorporated
herein by reference).
SCHEDULE 13D
CUSIP No. 74622E 10 2 Page 3 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Union Oil Company of California
95-1315450
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 35,890,333(2)
WITH
9 SOLE DISPOSITIVE POWER
32,709,067
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,890,333*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.3%
14 TYPE OF REPORTING PERSON
C0
--------
(2) Includes 32,709,067 shares directly owned by Union Oil Company of
California, and 3,181,266 shares beneficially owned by Jack D. Hightower,
with respect to which the reporting persons may be deemed to share voting
control by virtue of the Voting Agreement (as described on the reporting
persons joint Statement on Schedule 13D, as amended, which is incorporated
herein by reference).
This Amendment No. 1 to the Tender Offer Statement on Schedule TO
and combined Amendment No. 3 to the joint Statement on Schedule 13D (together
with the Initial Schedule TO (as defined below) and as amended hereby, the
"Schedule TO") are filed by Unocal Corporation, a Delaware corporation
("Unocal"), and its wholly owned subsidiary Union Oil Company of California, a
California corporation ("Union Oil", together with Unocal, the "Reporting
Persons"). The Schedule TO amends and supplements (1) the Reporting Persons'
Tender Offer Statement on Schedule TO filed on September 4, 2002 (the "Initial
Schedule TO") and (2) the Reporting Persons' Statement on Schedule 13D, as
amended, and relates to the offer by Unocal to exchange 0.6527 of a share of
Unocal common stock (including the associated preferred stock purchase rights)
for each outstanding share of Pure Resources, Inc. common stock, on the terms
and conditions contained in Unocal's prospectus, dated September 4, 2002, as
amended, and in the related letter of transmittal, copies of which are
incorporated by reference to Exhibit (a)(1) hereof and Exhibit (a)(2) to the
Initial Schedule TO (which, together with any amendments or supplements thereto,
collectively constitute the "Offer").
ITEMS 1 TO 11.
The information set forth in the Offer is incorporated herein by
reference with respect to Items 1-11 of this Schedule TO.
ITEM 12. EXHIBITS.
(a)(1) Prospectus dated September 4, 2002 (incorporated by reference from
Unocal's Registration Statement on Form S-4 filed with the SEC on
September 4, 2002, as amended by Amendment No. 1 to the Registration
Statement on Form S-4 filed with the SEC on September 5, 2002 (as
amended, the "Form S-4")).
(a)(5) Press Release of Unocal announcing the commencement of the Offer,
dated September 5, 2002 (incorporated by reference to Form 425 filed
by Unocal on September 5, 2002).
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Union Oil Company of California
By /s/ Douglas M. Miller
----------------------------------
Name: Douglas M. Miller
Title: Vice President, Corporate
Development
Unocal Corporation
By /s/ Douglas M. Miller
----------------------------------
Name: Douglas M. Miller
Title: Vice President, Corporate
Development
Dated: September 6, 2002
EXHIBIT INDEX
(a)(1) Prospectus dated September 4, 2002 (incorporated by reference from
Unocal Corporation's Registration Statement on Form S-4 filed with
the SEC on September 4, 2002, as amended by Amendment No. 1 to the
Registration Statement on Form S-4 filed with the SEC on September
5, 2002 (the "Form S-4")).
(a)(5) Press Release of Unocal Corporation announcing commencement of the
offer, dated September 5, 2002 (incorporated by reference to Form
425 filed by Unocal on September 5, 2002).