FILED PURSUANT TO RULE 425
Filed by Unocal Corporation
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Unocal Corporation
Commission File No.: 1-8483
August 3, 2005
Dear Fellow Unocal Stockholder:
Our Special Meeting of Stockholders is on Wednesday,
August 10, 2005 only a few days away. We urge
you to vote today FOR the Unocal/Chevron merger.
THE UNOCAL/CHEVRON MERGER
PROVIDES EXCELLENT VALUE FOR UNOCAL STOCKHOLDERS
Unocal stockholders will be entitled to $69 per share in
cash (subject to proration) for 40% of Unocals outstanding
shares and will be able to participate in the upside potential
of a combined Unocal/Chevron through the continued ownership of
Chevron stock. Based on the closing price of Chevrons
common stock on the New York Stock Exchange on August 2,
2005, the value of the mixed election consideration to be
received by Unocal stockholders would be approximately $64.41
per share. Over the past 25 years, Chevron has delivered
long-term stockholder returns of 14% per year and has
enjoyed 6% annual dividend growth. A combined Unocal/Chevron
will provide the financial and technical resources to maximize
the potential of our portfolio of major international and
deepwater assets and prospects.
INSTITUTIONAL SHAREHOLDER SERVICES RECOMMENDS THAT UNOCAL
STOCKHOLDERS VOTE FOR THE UNOCAL/CHEVRON MERGER
We are pleased that Institutional Shareholder Services (ISS),
the leading proxy advisory firm, has recommended that Unocal
stockholders vote FOR the merger with Chevron. In
making its recommendation, ISS carefully analyzed the Chevron
transaction and the process that your Board followed in
developing and deciding to recommend the Unocal/Chevron merger.
A UNOCAL/ CHEVRON MERGER OFFERS REGULATORY CERTAINTY AND
QUICK CLOSE
The regulatory certainty and speed of completion of the Chevron
merger provide strong support for the transaction. Chevron has
already received the necessary governmental approvals to close
this transaction, and we plan to close the merger on
August 10, 2005, if we receive approval at our Special
Meeting of Stockholders. The merger with Chevron is the product
of a thorough process undertaken and directed by your Board of
Directors over a period of six months. The Unocal/Chevron merger
is the superior transaction that has resulted from this
process. Therefore, your Board of Directors unanimously
recommends the Chevron merger and urges you to vote today
FOR this transaction.
IMPORTANT RECENT DEVELOPMENT CNOOC WITHDRAWS
UNOCAL PROPOSAL
On August 2, 2005, CNOOC Limited announced that it had
withdrawn its proposal for Unocal. Your Board of Directors has
recommended that stockholders vote for the Chevron transaction
because of its excellent value and certainty to close, and
believes, more strongly than ever, that the Chevron merger is in
the best interests of Unocals stockholders. The Unocal
stockholders approval at the Special Meeting on
August 10 will be the last condition to the Unocal/Chevron
merger.
VOTE FOR THE UNOCAL/CHEVRON MERGER ON YOUR WHITE PROXY CARD
TODAY!
Your Board of Directors and management believe the merger with
Chevron is in your best interests. Please vote today
FOR the merger of Unocal and Chevron on the
enclosed white proxy card. REMEMBER, FAILURE TO VOTE HAS THE
SAME EFFECT AS VOTING AGAINST THE MERGER. Simply sign, date
and return your white proxy card promptly. Only the latest-dated
proxy will count.
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Sincerely, |
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Charles R. Williamson |
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Chairman and Chief Executive Officer |
Telephone and Internet voting is also available. Simply follow
the instructions enclosed with your proxy card. To view the
slides used in meetings with institutional stockholders, visit
Unocals Investor Relations web site,
www.unocal.com/specialproxy. For more information
about how to vote, please call Unocals proxy solicitor:
105 Madison Avenue
New York, New York 10016
(212) 929-5500 (Call Collect)
or
Call Toll-Free (800) 322-2885
E-mail: proxy@mackenziepartners.com
IMPORTANT This letter is being mailed to ALL
stockholders, even to those who have previously voted. IF YOU
HAVE NOT YET VOTED, or if you wish to change a previous vote,
please promptly return your proxy today via Internet, telephone
or mail (according to the instructions on the enclosed card).
* * * * * *
Additional Information for Investors
Chevron has filed a Form S-4, Unocal has filed a proxy
statement and proxy statement supplements, and both companies
have filed and will file other relevant documents concerning the
proposed merger transaction with Chevron with the Securities and
Exchange Commission (SEC). INVESTORS ARE URGED TO READ THE
FORM S-4, PROXY STATEMENT, PROXY STATEMENT SUPPLEMENTS AND
ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY
CONTAIN IMPORTANT INFORMATION. You may 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 Chevron free of charge by contacting Chevron
Comptrollers Department, 6001 Bollinger Canyon
Road A3201, San Ramon, CA 94583-2324. 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. Chevron, Unocal, and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from Unocals stockholders in
connection with the proposed Chevron merger. Information about
the directors and executive officers of Chevron and their
ownership of Chevron stock is set forth in the proxy statement
for Chevrons 2005 Annual Meeting of Stockholders.
Information about the directors and executive officers of Unocal
and their ownership of Unocal stock is set forth in the proxy
statement for Unocals 2005 Annual Meeting of Stockholders.
Investors may obtain additional information regarding the
interests of such participants by reading the Form S-4 and
proxy statement (as supplemented) for the merger. Investors
should read the Form S-4, proxy statement and proxy
statement supplements carefully before making any voting or
investment decisions.
Cautionary Information Regarding Forward-Looking
Statements
This letter contains forward-looking statements about matters
such as the proposed merger transaction with Chevron. Although
these statements are based upon Unocals current
expectations and beliefs, they are subject to known and unknown
risks and uncertainties that could cause actual results and
outcomes to differ materially from those described in, or
implied by, the forward-looking statements, including
uncertainties as a result of any alternative proposal,
international and domestic political and economic factors,
volatility in commodity prices and other factors discussed in
Unocals 2004 Annual Report on Form 10-K and
subsequent reports filed or furnished by Unocal with the SEC.
Copies of Unocals SEC filings are available from Unocal by
calling 800-252-2233 or from the SEC by calling 800-SEC-0330.
The reports are also available on the Unocal web site at
www.unocal.com. Unocal undertakes no obligation to update
the forward-looking statements in this letter to reflect future
events or circumstances. All such statements are expressly
qualified by this cautionary statement, which is provided
pursuant to the safe harbor provisions of Section 27A of
the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934.