UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): September 27, 2005
Unocal Corporation
(Exact name of registrant as specified in its charter)
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| Delaware
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1-8483
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95-3825062 |
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(State or other jurisdiction
of incorporation )
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(Commission File Number)
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(I.R.S. Employer No.) |
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| 6001 Bollinger Canyon Road, San Ramon, CA
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94583 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (925) 842-1000
NONE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligations of the registrant under any of the following provisions:
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 1.01 Entry Into a Material Definitive Agreement
Effective as of September 28, 2005, the Unocal Deferred Compensation Plan of 2005 (the
“Plan”), a plan which provides a group of management or highly compensated employees of Unocal
Corporation (“Unocal”) with the opportunity to defer the receipt of certain cash compensation, was
amended by Unocal. Material changes to the Plan made pursuant to the amendment include: (i)
establishing a $10,000 minimum threshold for installment payments to plan participants
(“Participants”) and granting the Plan Administrator
discretion in applying the rules regarding mandatory distribution of
small account balances and authority to adopt additional rules and
procedures, (ii) carrying over the distribution elections made by participants in the Unocal
Deferred Compensation Plan and still in effect at the end of 2003 for participants who did not make an election
in 2004 for any money deferred in Plan Year 2005 or later and (iii) granting Unocal’s
Administrative Committee the authority to allow Participants to make
a revocation of election. On
September 28, 2005, Chevron Corporation (“Chevron”) assumed sponsorship of the Plan and all
obligations to pay deferred compensation to Participants. Unocal is a wholly-owned subsidiary of
Chevron.
Item 2.01 Completion of Acquisition or Disposition of Assets
On September 27, 2005, Unocal Canada Limited (“Unocal Canada”) and Unocal Canada Alberta Hub
Limited (“Unocal Alberta” and, together with Unocal Canada, the “Unocal Canada Companies”), both
wholly-owned subsidiaries of Unocal Corporation (“Unocal”), sold Northrock Resources Limited
(“Northrock”), a wholly-owned subsidiary of the Unocal Canada Companies, to Pogo Producing Company
for approximately $1.7 billion pursuant to a sale agreement entered into as of July 8, 2005 (the
“Agreement”). The press release announcing the consummation of the sale is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
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Number
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Exhibit |
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99.1
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Press release dated
September 28, 2005 announcing the consummation of the sale of
Northrock Resources Limited to Pogo Producing Company. |