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) December 4, 1996
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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 5. Other Events
On December 4, 1996, the following news release was issued:
UNOCAL SEES GROWTH THROUGH NEW INVESTMENTS;
PLANS DEBT REPAYMENT AND STOCK REPURCHASE
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El Segundo, Calif., Dec. 4, 1996 -- Unocal expects to use the proceeds
from the sale of its West Coast downstream refining, marketing and
transportation assets to invest in new projects, reduce debt and buy back common
stock of the company, Roger C. Beach, Unocal chairman and chief executive
officer said today.
Unocal is currently negotiating a definitive agreement with Tosco
Corporation for the sale of these downstream assets for approximately $2
billion. The company said the transaction could be completed in the first
quarter 1997.
"We want to use the proceeds to enhance stockholder value," Beach said. "We
would like to invest all of the proceeds in high-return growth projects. Given
the timing of our projects, however, it makes good sense for us to use some of
the cash to reduce debt and repurchase our common stock."
Beach cited the company's new crude oil, natural gas and project
development opportunities in Central and Southeast Asia. "With the divestment of
our downstream operations, Unocal will become the world's largest independent
oil and gas producer, both in terms of production and reserves," he said. "We
are also adding value by developing infrastructure projects, such as pipelines
and power plants."
Beach said the company's current plan is to reduce debt by
approximately $800 million. "This will reduce our interest expense and give the
company more flexibility for financing future projects," he said.
Beach also said the company's board of directors had authorized the
repurchase of up to $400 million of the company's common stock. If the entire
authorized amount were repurchased, it would represent about 4 percent of
Unocal's outstanding 250 million shares of common stock, based on its current
market price.
The common shares would be repurchased through open market or privately
negotiated transactions at the discretion of company management, depending upon
financial and market conditions or as otherwise permitted under applicable
rules.
"Looking forward," Beach added, "we must, of course, close the
transaction with Tosco, and if new attractive investment opportunities become
available, the debt paydown and stock repurchase program could be affected."
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SIGNATURE
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)
Dated: December 4, 1996 By: /s/ CHARLES S. MCDOWELL
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Charles S. McDowell
Vice President and Comptroller
(Duly Authorized Officer and
Principal Accounting Officer)
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