Each one in plain English, with the numbers worked through for a shareholder.
6 Sept 2002business combination● Neutral
Unocal and Union Oil amended their tender offer filing for Pure Resources, mainly to point to the amended S-4 and to a Sept. 5, 2002 press release announcing the start of the offer. The terms are unchanged (0.6527 Unocal share per Pure share), and the filing again shows Unocal and Union Oil together hold 71.3% of Pure's voting power, including 3,181,266 shares of Pure held by Jack D. Hightower under a voting agreement.
Unocal filed a small amendment to its Pure Resources exchange-offer registration statement, replacing one line in the selected financial data table: earnings from continuing operations before minority interests, interest expense and income taxes, shown as $368 million for the first six months of 2002 versus $1,024 million a year earlier. The offer terms (0.6527 Unocal share per Pure share) are unchanged.
Unocal and Union Oil formally filed the tender offer statement for the Pure Resources exchange offer, mostly pointing to the Sept. 4, 2002 prospectus in the S-4 for the terms (0.6527 Unocal share per Pure share). It also lists several lawsuits by Pure shareholders connected with the offer, and shows the $50,916 filing fee was already paid with the S-4 (on a $553,431,082 valuation).
Unocal filed its registration statement (Form S-4) to issue up to 15,570,020 shares for the Pure Resources exchange offer at 0.6527 Unocal share per Pure share, with the offer set to expire at midnight New York time on Oct. 2, 2002 unless extended. It requires Union Oil to end up with at least 90% of Pure (it holds about 65% now), after which a short-form merger would convert remaining Pure shares at the same ratio, except for holders who exercise appraisal rights; Merrill Lynch is dealer manager. This continues the Pure buyout announced Aug. 20.
Unocal filed the transcript of its Aug. 21, 2002 call explaining the Pure Resources exchange offer. Management said the deal should save about $15 million a year in pretax costs, be neutral to earnings per share, slightly improve debt ratios and add about $200 million of available cash flow; it also said some Pure assets would likely be sold, and the deal would count as a change of control for Pure's senior management contracts. Whether Unocal would guarantee Pure's debt was not decided.
Unocal announced that its subsidiary Union Oil will offer to buy the rest of Pure Resources, offering 0.6527 Unocal shares per Pure share (about $22.25 per share, a 27% premium to Pure's close on Aug. 20, 2002). Unocal already owns about 65% of Pure (the business formed in May 2000 from Titan Exploration and Unocal's Permian Basin unit) and would issue about 12 million new Unocal shares; the offer needs at least 90% ownership and is expected to start around Sept. 5, 2002, followed by a short-form merger of the remaining holders.
Unocal said its subsidiary Unocal Rapak, Ltd. successfully tested the Ranggas-4 appraisal well offshore Indonesia, which flowed 8,158 barrels of oil and 6.4 million cubic feet of gas a day; the filing calls it a step toward possible future commercialization of its third deepwater oil field in Indonesia. Two other nearby wells were drilled: Ranggas Utara-1 was deemed sub-commercial on its own at this time, and Ranggas West-1 found gas that could most likely be tied back to future Ranggas facilities. Ranggas-5 is planned to start before the end of April 2002. Separately, Unocal expects a first-quarter 2002 provision of about $30 million ($20 million after tax) for environmental cleanup, mostly for formerly operated, previously sold (with retained responsibility) and inactive sites.