1993
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K/A
(Amendment No. 2)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _______________.
Commission file number 1-8483
UNOCAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 95-3825062
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1201 West 5th Street, Los Angeles, California 90017
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (213) 977-7600
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock, par value $1.00 per share New York Stock Exchange
Chicago Stock Exchange
Pacific Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Chicago Stock Exchange
Pacific Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of Common Stock held by non-affiliates of the
registrant as of March 15, 1994 (based upon the average of the high and low
prices of these shares on the New York Stock Exchange Composite
Transactions listing) was $6,576 million.
Shares of Common Stock outstanding as of March 15, 1994: 241,841,427
DOCUMENTS INCORPORATED BY REFERENCE
Portions of 1994 Proxy Statement Part III
PART III
The information required by Items 10 through 12 (except for
information regarding the company's executive officers) is
incorporated by reference from Unocal's Proxy Statement for the 1994
Annual Meeting of Stockholders (File No. 1-8483), as indicated
below.
. . .
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information regarding the Directors of the Registrant and the
Executive Officers of the Registrant can be found on pages 3
through 5 of the 1994 Proxy Statement and page 18 of this Annual
Report on Form 10-K, respectively.
1
SIGNATURE
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to amendment to report to be signed
on its behalf by the undersigned, thereunto duly authorized.
UNOCAL CORPORATION
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(Registrant)
by: /s/CHARLES S. MCDOWELL
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(Charles S. McDowell,
Vice President and Comptroller)
Dated: June 28, 1994
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2
UNOCAL CORPORATION
EXHIBIT INDEX
Exhibit 3.1/*/ Certificate of Incorporation of Unocal, as amended
through July 24, 1992.
Exhibit 3.2 Bylaws of Unocal (incorporated by reference to Exhibit 3
to Unocal's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1992, File No. 1-8483.
Amendments to bylaws to be effective on and after April
25, 1994 are incorporated by reference to Unocal's
Current Report on Form 8-K, dated March 2, 1994, File
No. 1-8483).
Exhibit 4 Instruments Defining the Rights of Security Holders,
Including Indentures.
Exhibit 10.1 Rights Agreement, dated as of January 29, 1990, between
the registrant and Chemical Trust Company of California,
as successor Rights Agent (incorporated by reference to
Exhibit 1 to Unocal's Current Report on Form 8-K dated
January 29, 1990, File No. 1-8483).
The following Exhibits 10.2 through 10.8 are compensatory plans or
agreements required to be filed by Item 601 (b) (10) (iii) (A) of
Regulation S-K.
Exhibit 10.2 The Management Incentive Program (incorporated by
reference to Unocal's Registration Statement on Form S-8,
File No. 33-43231, filed October 8, 1991).
Exhibit 10.3 The Long-Term Incentive Plan of 1985 (incorporated by
reference to Unocal's Registration Statement on Form S-8,
File No. 2-93452, filed September 28, 1984).
Exhibit 10.4 Supplemental Retirement Plan for Key Management
Personnel, as amended and effective January 1, 1989
(incorporated by reference to Exhibit 10.3 to Unocal's
Annual Report on Form 10-K for the year ended December
31, 1990, File No. 1-8483).
Exhibit 10.5 Other Compensatory Arrangements (incorporated by
reference to Exhibit 10.4 to Unocal's Annual Report on
Form 10-K for the year ended December 31, 1990, File No.
1-8483).
Exhibit 10.6 Directors' Restricted Stock Plan of 1991 (incorporated
by reference to Exhibit B to Unocal's Proxy Statement
for its 1991 Annual Meeting of Stockholders, File No. 1-
8483).
Exhibit 10.7 Form of Indemnity Agreement between Unocal and each of
its directors (incorporated by reference to Exhibit A to
Unocal's Proxy Statement for its 1987 Annual Meeting of
Stockholders, File No. 1-8483).
Exhibit 10.8 Consulting Agreement, dated April 26, 1993, between
Union Oil Company of California, dba Unocal, and Claude
S. Brinegar.
Exhibit 11 Computation of Earnings Per Common Share
Exhibit 12 Computation of Ratio of Earnings to Fixed Charges
Exhibit 21 Subsidiaries of Unocal Corporation
Exhibit 23 Consent of Coopers & Lybrand
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* Filed with this amendment.