UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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Unocal Corporation
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INTERNAL BULLETIN
To: Unocal Employees
From: Chuck Williamson
MARK NELSON (CVX) AND JOHN WILKIRSON TO LEAD INTEGRATION TEAM
The combination of Unocal with ChevronTexaco creates exciting opportunities for
future growth. Our assets are an excellent fit with ChevronTexaco's existing
asset base and long-term strategies. Once the transaction is complete,
ChevronTexaco will be an even stronger global competitor - with a leading
natural gas position in Southeast Asia, an enhanced position in the deepwater
Gulf of Mexico, and additional Caspian assets. In our discussions with
ChevronTexaco's senior executives, they have also expressed deep respect for the
quality and experience of Unocal's employee team.
While this announcement creates a lot of excitement, I know it also raises
questions about how we will integrate the two companies and how this will affect
you, your work and the operations of the combined enterprise. Smooth integration
will take strong planning, collaboration and oversight.
David O'Reilly, Chairman and CEO of ChevronTexaco, and I have asked MARK NELSON
(currently President, Global Lubricants, ChevronTexaco) and JOHN WILKIRSON
(currently Vice President, Corporate Planning and Economics, Unocal) to lead the
integration efforts. PAT BLOUGH (currently General Manager, Business Development
and Planning, North America Exploration and Production Company, ChevronTexaco)
will head the Integration Management Office.
The first priorities for the integration leaders will be to outline the scope of
the integration effort, establish a clear team structure, determine the skills
and representation needed for the integration teams, and establish various
legal, communications and other needed protocols. The teams will be responsible
for developing and coordinating the integration plans that will be implemented
over time.
We still have several months ahead of us to conduct business as individual
companies. Until we secure regulatory and stockholder approval, we must continue
to operate as competitors. For that reason, our contact with each other should
be restricted to only those interactions that are a normal and usual part of our
jobs. Until we are legally one company, the exchange of information must be
carefully managed by, through and with the guidance of the Integration Team.
Once we receive final regulatory and stockholder approval, we expect the
integration of the companies to proceed rapidly.
Our work to realize the full potential of combining ChevronTexaco and Unocal has
just begun. We will manage the integration being mindful of those involved
throughout the entire process. We know how important it is to communicate our
progress to you, and you can expect frequent communications from the Integration
Team.
During this time, our most important task is to continue running our business in
a safe and prudent manner. With the distractions that events like this often
create, I ask you to be extra diligent in your focus on safety, not just at
work, but also at home and on the road.
NEWSLINE, PRODUCED FOR EMPLOYEES BY PR & COMMUNICATIONS, IS ARCHIVED AT
HTTP://MY.UNOCAL.COM
CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION
FOR THE PURPOSE OF "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Except for the historical and factual information contained herein, the matters
set forth herein, including statements as to the expected benefits of the
acquisition such as opportunities for future growth of the combined company,
and other statements identified by words such as "estimates, "expects,"
"projects," "plans," and similar expressions are forward-looking statements
within the meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements are subject to
risks and uncertainties that may cause actual results to differ materially from
expectations. You should not place undue reliance on these forward-looking
statements, which speak only as of the date of this newsline. Unless legally
required, Unocal undertakes no obligation to update publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.
ADDITIONAL INFORMATION FOR INVESTORS
Unocal will file a proxy statement and other relevant documents concerning the
proposed merger transaction with ChevronTexaco with the Securities and Exchange
Commission (SEC). INVESTORS ARE URGED TO READ THE PROXY STATEMENT WHEN IT
BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain the
documents free of charge at the website maintained by the SEC at www.sec.gov. In
addition, you may obtain documents filed with the SEC by Unocal free of charge
by contacting Unocal Stockholder Services at (800) 252-2233, 2141 Rosecrans
Avenue, Suite 4000, El Segundo, CA 90245, e-mail:
stockholder_services@unocal.com.
Unocal, and its directors and executive officers, may be deemed to be
participants in the solicitation of proxies from Unocal's stockholders in
connection with the merger. Information about the directors and executive
officers of Unocal and their ownership of Unocal stock will be set forth in the
proxy statement for Unocal's 2005 Annual Meeting of Stockholders. Investors may
obtain additional information regarding the interests of such participants by
reading the proxy statement for the merger when it becomes available.
Investors should read the proxy statement carefully when it becomes available
before making any voting or investment decisions.