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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): July 5, 2005
UNOCAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-8483 95-3825062
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) 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)
Former name or former address, if changed since last report: N/A
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|X| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.14d-2(b))
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ITEM 5.04. TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE
BENEFIT PLANS
On July 5, 2005, Unocal Corporation (the "Company") sent a notice to
its directors and executive officers informing them of a temporary suspension of
transactions by directors and executive officers involving Company equity
securities as well as a blackout period that will be imposed on all transactions
involving the Company common stock fund under the Company's 401(k) plans (the
"401(k) Plan"). The notice stated that the blackout period for the 401(k) Plan
is expected to begin at 1:00 p.m. EST on August 3, 2005 and end on the date that
is approximately two weeks after the closing date of the merger of the Company
with and into a wholly owned subsidiary of Chevron Corporation, which is
currently expected to occur within the first two weeks of August, 2005. A copy
of the notice dated July 5, 2005, which was provided to the Company's directors
and executive officers in accordance with Section 306(a) of the Sarbanes-Oxley
Act of 2002 and Rule 104 of Regulation BTR, is attached hereto as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated by reference into this
Item 5.04.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT NO. DESCRIPTION
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99.1 Notice of Blackout Period to Directors and Executive Officers
of Unocal Corporation, dated July 5, 2005
SIGNATURES
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
/s/ Bryan J. Pechersky
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By: Bryan J. Pechersky
Corporate Secretary
Date: July 5, 2005
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Notice of Blackout Period to Directors and Executive Officers
of Unocal Corporation, dated July 5, 2005