FORM 8-A/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
UNOCAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 95-3825062
(State of Incorporation or Organization) (IRS Employer Identification No.)
2141 ROSECRANS AVENUE 90245
SUITE 4000 (Zip Code)
EL SEGUNDO, CALIFORNIA
(Address of Principal Executive Offices)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE ON WHICH
TITLE OF EACH CLASS TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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Preferred Share Purchase Rights New York Stock Exchange, Inc.
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box: [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A. (d) (2), please check the following box: [ ]
Securities Act registration statement file number to which this relates (if
applicable): N/A
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
(TITLE OF CLASS)
The undersigned registrant hereby amends its registration
statement on Form 8-A filed with the Securities and Exchange Commission on
January 6, 2000.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Item 1 to the Registration Statement on Form 8-A filed with
the Securities and Exchange Commission on January 6, 2000, by the undersigned
registrant is hereby amended by adding to the last paragraph of such Item the
following:
AMENDMENT
Unocal Corporation, a Delaware corporation ("Unocal"),
ChevronTexaco Corporation, a Delaware corporation ("ChevronTexaco") and Blue
Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of
ChevronTexaco ("Merger Sub"), entered into an Agreement and Plan of Merger,
dated as of April 4, 2005 (the "Merger Agreement") providing for the acquisition
of Unocal by ChevronTexaco through a merger of Unocal with and into Merger Sub
(the "Merger").
In connection with the Merger, Unocal and Mellon Investor
Services LLC have entered into an Amendment on April 4, 2005 (the "Rights
Agreement Amendment") to the Rights Agreement, dated as of January 6, 2000,
between Unocal and Mellon Investor Services LLC (formerly ChaseMellon
Shareholder Services, L.L.C.) as Rights Agent (the "Rights Agreement"). The
Rights Agreement Amendment is attached as Exhibit 4.2 hereto.
ITEM 2. EXHIBITS.
4.1 Rights Agreement, dated as of January 5, 2000, between Unocal and
ChaseMellon Shareholder Services, L.L.C., as Rights Agent (incorporated
by reference to Exhibit 4 to Unocal's 8-A12B dated January 6, 2000,
File No. 1-8483), as amended by (1) Amendment to Rights Agreement,
dated as of March 27, 2002 (incorporated by reference to Exhibit 10 to
Unocal's Current Report on Form 8-K dated March 27, 2002, File No.
1-8483); (2) Amendment No. 2 to Rights Agreement, dated as of August 2,
2002 (incorporated by reference to Exhibit 10 to Unocal's Current
Report on Form 8-K dated August 2, 2002, File No. 1-8483); and (3)
Amendment No. 3 to Rights Agreement, dated as of April 1, 2003
(incorporated by reference to Exhibit 10 to Unocal's Current Report on
Form 8-K dated April 1, 2003, File No. 1-8483).
4.2 Amendment No. 4 to Rights Agreement, dated as of April 4, 2005, by and
between Unocal and Mellon Investor Services LLC, successor to
ChaseMellon Shareholder Services, L.L.C.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
UNOCAL CORPORATION
Dated: April 7, 2005 By: /s/ Terry G. Dallas
---------------------------
Name: Terry G. Dallas
Title: Executive Vice
President and Chief
Financial Officer
EXHIBIT LIST
4.1 Rights Agreement, dated as of January 5, 2000, between Unocal and
ChaseMellon Shareholder Services, L.L.C., as Rights Agent (incorporated
by reference to Exhibit 4 to Unocal's 8-A12B dated January 6, 2000,
File No. 1-8483), as amended by (1) Amendment to Rights Agreement,
dated as of March 27, 2002 (incorporated by reference to Exhibit 10 to
Unocal's Current Report on Form 8-K dated March 27, 2002, File No.
1-8483); (2) Amendment No. 2 to Rights Agreement, dated as of August 2,
2002 (incorporated by reference to Exhibit 10 to Unocal's Current
Report on Form 8-K dated August 2, 2002, File No.1-8483); and (3)
Amendment No. 3 to Rights Agreement, dated as of April 1, 2003
(incorporated by reference to Exhibit 10 to Unocal's Current Report on
Form 8-K dated April 1, 2003, File No. 1-8483).
4.2 Amendment No. 4 to Rights Agreement, dated as of April 4, 2005, by and
between Unocal and Mellon Investor Services LLC.