13 Feb 2003substantial holder notice● Neutral
Capital Research and Management Company reported a UNOCAL CORP shareholding of 32,447,920 shares (12.50% of votes) in a periodic institutional filing.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
11 Feb 2003substantial holder notice● Neutral
Capital Group International, Inc, Capital Guardian Trust Company reported a UNOCAL CORP shareholding of 28,075,470 shares (10.90% of votes) in a periodic institutional filing.
10 Dec 2002substantial holder notice● Neutral
Capital Group International, Inc, Capital Guardian Trust Company reported a UNOCAL CORP shareholding of 26,229,920 shares (10.20% of votes) in a periodic institutional filing.
30 Oct 2002securities registration● Neutral
UNOCAL CORP filed the final prospectus for a registered offering.
30 Oct 2002business combination● NeutralMajor
Unocal and Union Oil filed the final amendment to the Pure tender offer: the offer expired at midnight New York time on Oct. 29, 2002 and Union Oil accepted 16,634,625 Pure shares for exchange. That is fewer than the 23,746,585 maximum shares sought. The filing does not state the resulting ownership percentage or whether the 90% minimum was met or waived; the cover still shows 71.3%, so the short-form merger outcome is not resolved here. Pure holders who tendered receive Unocal shares.
23 Oct 2002business combination● Neutral
Unocal and Union Oil filed Amendment No. 8 to the Pure tender offer statement, adding only an Oct. 23, 2002 press release announcing an extension of the offer's expiry. The filing does not give the new expiry date; the 71.3% Pure holding is unchanged. This means the offer was not completed by the Oct. 25 deadline (inference from the extension).
18 Oct 2002business combination● Neutral
Unocal filed Amendment No. 5 to the Pure S-4, replacing one offer condition so that any development after Oct. 17, 2002 in the Pure stockholder litigation that is adverse to the defendants in that litigation becomes a condition. It also adds auditor wording (PricewaterhouseCoopers for Pure's 1999 statements, KPMG for 2000-2001) and updates the exhibit list and consents. The filing does not say what prompted the condition change; the offer terms are not restated in the visible text.
17 Oct 2002securities registration● Neutral
UNOCAL CORP filed the final prospectus for a registered offering.
11 Oct 2002securities registration● Neutral
UNOCAL CORP amended a filing by which it registered a securities offering with the SEC using its shelf eligibility.
11 Oct 2002business combination● Neutral
Unocal and Union Oil filed Amendment No. 7 to the Pure tender offer statement, only updating the exhibit list to point to the Oct. 11, 2002 prospectus (the 0.74 offer) and the letter of transmittal. The filing states no new terms; the 71.3% Pure holding (35,890,333 shares including 3,181,266 held by Jack D. Hightower under a voting agreement) is unchanged, and the fee is restated as $46,141 on a $501,527,875 valuation.
11 Oct 2002business combination● NeutralMajor
Unocal filed Amendment No. 4 to the Pure S-4, raising the offer again to 0.74 Unocal share per Pure share and extending the expiry to midnight New York time on Oct. 25, 2002. A special committee of Pure's independent directors says the offer is fair and recommends that Pure holders tender. Union Oil still needs 90% (it owns about 65%), with a short-form merger at 0.74 to follow; up to 17,572,473 Unocal shares are registered. This continues the buyout and follows the Oct. 9 agreement with Pure management.
9 Oct 2002business combination● NeutralMajor
Unocal and Union Oil filed Amendment No. 6 to the Pure tender offer statement, adding a press release and an Oct. 9, 2002 Agreement to Tender among Unocal, Union Oil, Jack D. Hightower and other Pure officers. The press release says Unocal reached an agreement with Pure management and is raising the exchange ratio to 0.74 (from 0.70). The 71.3% Pure holding is unchanged; the agreement's detailed terms are not in this filing.
3 Oct 2002business combination● NeutralMajor
Unocal filed Amendment No. 3 to the Pure S-4, now offering a higher exchange ratio of 0.70 Unocal share per Pure share (up from 0.6527) and pushing the expiry to midnight New York time on Oct. 17, 2002. The 90% minimum remains (Union Oil owns about 65%), and a short-form merger would follow at the same 0.70 ratio, with appraisal rights for dissenters; up to 16,622,610 Unocal shares are registered. This sweetens the offer announced Aug. 20 and extends the timeline past the original Oct. 2 date.
3 Oct 2002business combination● Neutral
Unocal and Union Oil filed Amendment No. 5 to the Pure tender offer statement, adding references to a new prospectus dated Oct. 2, 2002 and to a Delaware Chancery Court decision, In Re Pure Resources, Inc., dated Oct. 1, 2002. This is the court ruling behind the injunction flagged on Oct. 1, though the filing does not say what the court ordered. The filing fee is restated as $49,046 on a $553,110,833 valuation (23,746,585 shares at $22.45). The 71.3% Pure holding is unchanged.
2 Oct 2002business combination● Neutral
Unocal and Union Oil filed Amendment No. 4 to the Pure tender offer statement, only adding a reference to an Oct. 2, 2002 Unocal press release announcing an increase in the offer. The filing itself does not give the new terms; the 0.6527 ratio is still quoted in the text, and the new ratio is not stated here. The 71.3% Pure holding is unchanged. This follows the Oct. 1 injunction news and shows the offer is being sweetened (the filing does not say why).
1 Oct 2002business combination▼ BadMajor
Unocal and Union Oil filed Amendment No. 3 to the Pure tender offer statement, adding only a reference to an Oct. 1, 2002 press release announcing an injunction relating to the offer. The filing does not say who obtained the injunction, what it blocks, or what it means for the Oct. 2 expiry; that is an open question, and a possible hold-up of the offer is an inference only. This is the first sign in the filings that the Pure buyout may be delayed.
23 Sept 2002business combination● Neutral
Unocal and Union Oil filed Amendment No. 2 to the Pure tender offer statement, only updating the exhibit reference to include the Sept. 20, 2002 amendment of the S-4. The offer terms and the 71.3% Pure holding are unchanged.
23 Sept 2002business combination● Neutral
Unocal filed a second amendment to the S-4 for the Pure Resources exchange offer, carrying the full prospectus again with the same terms: 0.6527 Unocal share per Pure share, a 90% minimum, expiry at midnight New York time on Oct. 2, 2002 unless extended, and no subsequent offering period. The visible text shows no change to the terms; the changes made in this amendment are not visible in the excerpt provided, so what was altered is unknown.
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.
5 Sept 2002business combination● Neutral
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.
4 Sept 2002business combination● Neutral
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).
4 Sept 2002business combination● NeutralMajor
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.
27 Aug 2002substantial holder notice● Neutral
Unocal Corporation, Union Oil Company of California reported a UNOCAL CORP shareholding of 35,890,333 shares (71.30% of votes) in a periodic institutional filing.
23 Aug 2002business combination● Neutral
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.
20 Aug 2002substantial holder notice● Neutral
Unocal Corporation reported a UNOCAL CORP shareholding of 35,890,333 shares (71.30% of votes) in a periodic institutional filing.
20 Aug 2002business combination● NeutralMajor
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.
1 July 2002securities registration● Neutral
UNOCAL CORP amended a filing by which it registered a securities offering with the SEC using its shelf eligibility.
11 Apr 2002substantial holder notice● Neutral
Capital Research and Management Company reported a UNOCAL CORP shareholding of 26,841,320 shares (10.90% of votes) in a periodic institutional filing.
11 Apr 2002substantial holder notice● Neutral
Capital Research and Management Company reported a UNOCAL CORP shareholding of 26,841,320 shares (10.90% of votes) in a periodic institutional filing.
8 Apr 2002drilling progress report● Neutral
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.