3 Feb 2006substantial holder notice● Neutral
Dodge & Cox reported no remaining UNOCAL CORP shareholding in its periodic institutional filing.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
3 Oct 2005asset acquisition disposition● NeutralMajor
On Sept. 27, 2005 Unocal's Canadian subsidiaries completed the sale of Northrock Resources to Pogo Producing for about $1.7 billion. This closes the July 8 agreement, which had been announced at US$1.8 billion; the filing does not explain the lower figure. Separately, the 2005 deferred compensation plan was amended effective Sept. 28, and Chevron took over sponsorship and the payment obligations. The filing again calls Unocal a wholly-owned Chevron subsidiary.
30 Sept 2005listing compliance notice▼ BadMajor
UNOCAL CORP terminated the registration of a class of securities, ending its reporting obligation for them.
16 Sept 2005material agreement● NeutralMajor
Union Oil, Unocal's subsidiary, agreed under an Aug. 26, 2005 credit agreement to provide a $3 billion revolving credit facility to Chevron Capital. Chevron Capital borrowed $1 billion on Sept. 12, repayable by Aug. 15, 2008 at a market interest rate. Union Oil can demand repayment on two banking days' notice, and the loan is unsecured and not guaranteed by Chevron. The filing describes Unocal, Union Oil and Chevron Capital as all wholly owned subsidiaries of Chevron and lists a San Ramon address. This indicates the merger had been completed, though the filing gives no completion date or election results.
9 Sept 2005substantial holder notice● Neutral
Capital Research and Management Company reported no remaining UNOCAL CORP shareholding in its periodic institutional filing.
9 Sept 2005substantial holder notice● Neutral
Capital Group International, Inc, Capital Guardian Trust Company reported no remaining UNOCAL CORP shareholding in its periodic institutional filing.
12 Aug 2005listing compliance notice▼ BadMajor
UNOCAL CORP's securities were notified for removal from listing and registration on its exchange.
10 Aug 2005listing compliance notice▼ BadMajor
UNOCAL CORP terminated the registration of a class of securities, ending its reporting obligation for them.
10 Aug 2005substantial holder notice● Neutral
Capital Group International, Inc, Capital Guardian Trust Company reported a UNOCAL CORP shareholding of 15,391,470 shares (5.70% of votes) in a periodic institutional filing.
10 Aug 2005securities registration● Neutral
UNOCAL CORP amended an already-effective registration statement.
10 Aug 2005securities registration● Neutral
UNOCAL CORP amended an already-effective registration statement.
10 Aug 2005securities registration● Neutral
UNOCAL CORP amended an already-effective registration statement.
22 July 2005material agreement● Neutral
This follow-up 8-K files the text of Amendment No. 1 to the Chevron merger agreement (dated July 19, 2005) as Exhibit 2.1. The filing itself only says the amendment increases the consideration. The $69 cash, 1.03 share and $27.60 plus 0.618 share terms were set out in the July 20 filing.
20 July 2005material agreement▲ GoodMajor
On July 19, 2005 Unocal, Chevron and Blue Merger Sub amended the April merger agreement to raise the price. Holders may now elect $69 in cash, 1.03 Chevron shares, or $27.60 cash plus 0.618 of a Chevron share per Unocal share. The all-cash and all-stock choices are subject to proration. This improves the cash terms from the earlier $65.00 cash and $16.25 plus 0.7725 share offers, while the all-stock ratio stays at 1.03.
15 July 2005material agreement● Neutral
Unocal adopted a new 2005 deferred compensation plan for senior employees and amended its directors' deferred compensation plan and three nonqualified retirement plans. The changes respond to the 2004 American Jobs Creation Act tax rules. This is a routine compensation-plan update with no stated effect on the merger or on operations.
13 July 2005material agreement▲ GoodMajor
On July 8, 2005 Unocal agreed to sell all the stock of its wholly owned Canadian subsidiary Northrock Resources Ltd. to Pogo Producing for US$1.8 billion in cash. Unocal expects about US$1.5 billion after tax. The release says Canada was under 7% of Unocal's reserves (year-end 2004) and production (1Q 2005). Closing is expected in the third quarter of 2005, subject to customary Canadian regulatory approvals. It would add to cash that Unocal estimated at about US$1.8 billion at the end of Q2.
1 July 2005business combination● NeutralMajor
Unocal sent shareholders its definitive proxy for the Chevron merger. The vote is at a special meeting on Aug. 10, 2005 (record date June 29), and the board unanimously recommends FOR. Holders can elect $65.00 cash, 1.03 Chevron shares, or 0.7725 share plus $16.25, subject to proration. At June 29 prices this was worth $58.46 for all-stock and about $60.10 for the mixed election, and former Unocal holders would own about 9.2% of Chevron. The letter also discloses a June 22, 2005 CNOOC proposal of $67 per share in cash. Unocal is in discussions with CNOOC and expects to update holders before the meeting. This continues the April merger agreement and adds a rival bid.
24 May 2005material agreement● Neutral
The board gave Vice Chairman John Creighton an extra $20,000 for an April 1-6, 2005 business trip to Bangladesh and Thailand, and amended the directors' deferred compensation plan to allow a 'rabbi trust' to fund payouts. The filing also notes the final 2005 annual meeting vote results were released by press release on May 24, 2005, but the results themselves are not given in the text, so it is not stated whether the Chevron merger was voted on.
7 Apr 2005business combination● NeutralMajor
Unocal agreed on April 4, 2005 to merge into a subsidiary of ChevronTexaco. Each Unocal share converts into 1.03 ChevronTexaco shares, $65.00 cash, or $16.25 cash plus 0.7725 of a ChevronTexaco share, as the holder elects, with 75% of Unocal shares taking stock and 25% cash (proration if oversubscribed). Closing needs Unocal shareholder approval, Hart-Scott-Rodino expiry and other regulatory approvals; Unocal may owe ChevronTexaco a $500 million termination fee in specified circumstances. The preferred share purchase rights will expire just before completion. This is a pending deal, not yet completed.
31 Mar 2005material agreement● Neutral
Unocal signed a new three-year employment agreement with General Counsel Samuel Gillespie III, effective Feb. 8, 2005, replacing his two-year agreement from Oct. 2003. Base salary is $500,000, with severance of 3.18 times salary plus three times target bonus on termination without cause, and an excise-tax gross-up.
14 Feb 2005substantial holder notice● Neutral
Capital Research and Management Company reported a UNOCAL CORP shareholding of 26,110,560 shares (9.90% of votes) in a periodic institutional filing.
14 Feb 2005material agreement● Neutral
The compensation committee approved 2004 bonuses, 2005 salaries and 2005 equity awards for senior executives; for example CEO Charles Williamson's salary rose from $970,008 to $1,040,004 and his 2004 bonus was $1,236,760. The filing says 2004 shareholder return was below the peer average but internal operating performance beat target. The board also adopted new nonqualified retirement and savings plans, mainly in response to a 2004 tax law. Joseph Bryant is now listed as President and COO (joined Sept. 2004).
14 Feb 2005substantial holder notice● Neutral
Capital Group International, Inc, Capital Guardian Trust Company reported a UNOCAL CORP shareholding of 29,296,400 shares (11.10% of votes) in a periodic institutional filing.
10 Feb 2005substantial holder notice● Neutral
Dodge & Cox reported a UNOCAL CORP shareholding of 23,092,094 shares (8.80% of votes) in a periodic institutional filing.
6 Dec 2004material agreement● Neutral
On Dec. 3, 2004 the boards approved a revised and continued change-of-control severance program for U.S. non-union employees; it had been due to mostly expire Dec. 31, 2004. They also raised the Vice Chairman's annual retainer from $48,000 to $100,000 from Jan. 1, 2005 (John W. Creighton, Jr. holds the role). The filing says Unocal is not currently in discussions with anyone about a change of control.
3 Mar 2004drilling progress report▲ GoodMajor
Unocal reported a successful Gehem-2 appraisal well in the Ganal area offshore East Kalimantan: a gas column over 550 feet, 240 feet of net gas pay and 55 feet of net oil pay, with a test flow of 31 million cubic feet of gas and 1,917 barrels of condensate a day. This builds on the July 2003 Gehem-1 discovery; next come a deep test on the Gula structure and Gehem-3 in the second quarter of 2004 (Unocal holds 80%). Separately, Unocal received $60 million from PT PLN for its rights in the Sarulla geothermal project in Sumatra, and will record a gain in the first quarter of 2004.
17 Feb 2004substantial holder notice● Neutral
Dodge & Cox reported a UNOCAL CORP shareholding of 27,901,694 shares (10.80% of votes) in a periodic institutional filing.
13 Feb 2004substantial holder notice● Neutral
Capital Research and Management Company reported a UNOCAL CORP shareholding of 28,685,560 shares (11.10% of votes) in a periodic institutional filing.
13 Feb 2004substantial holder notice● Neutral
Capital Group International, Inc, Capital Guardian Trust Company reported a UNOCAL CORP shareholding of 31,123,270 shares (12.00% of votes) in a periodic institutional filing.
14 Jan 2004drilling progress report▲ GoodMajor
Unocal reported a significant oil discovery at the BP-operated Puma well in Green Canyon block 823, Gulf of Mexico, with about 500 net feet of oil pay at 19,034 feet; Unocal holds 15% (BP 51.66%, BHP Billiton 33.34%). The field size is not yet known and needs more seismic and appraisal drilling. Separately, a second Hawkes well in Mississippi Canyon 508 found non-commercial hydrocarbons and was plugged and abandoned, with an approximately $8 million pre-tax charge to fourth quarter 2003 earnings.