Summary
Chevron Corporation has filed an amendment (8-K/A) to its previously filed Form 8-K on July 21, 2005, to correct typographical errors. The primary focus of this amendment is to detail a material amendment to the agreement and plan of merger with Unocal Corporation, originally dated April 4, 2005. This amendment significantly alters the consideration offered to Unocal stockholders, increasing the value and offering them greater flexibility in how they receive payment for their shares.
Key Highlights
- 1Chevron filed an amendment (8-K/A) to correct errors in a previous Form 8-K filing regarding the Unocal merger.
- 2An amendment to the merger agreement between Chevron and Unocal Corporation was entered into on July 19, 2005.
- 3Unocal stockholders now have increased consideration options: $69 cash, 1.03 shares of Chevron stock, or a mixed option per share.
- 4The cash and stock elections for Unocal shareholders are subject to proration to maintain an overall mix.
- 5Chevron anticipates issuing approximately 168 million shares of its common stock.
- 6Chevron expects to pay approximately $7.5 billion in cash as part of the revised merger consideration.
- 7A joint press release from July 19, 2005, detailing the merger amendment is included as an exhibit.
Frequently Asked Questions
This filing serves as an amendment to a previous Form 8-K to correct typographical errors. The core purpose is to report a material amendment to the merger agreement between Chevron and Unocal Corporation, specifically detailing changes to the consideration offered to Unocal shareholders.
The amended agreement provides Unocal stockholders with increased consideration options. They can elect to receive $69 in cash, 1.03 shares of Chevron common stock, or a combination of $27.60 in cash and 0.618 of a Chevron share for each Unocal share they own. The all-cash and all-stock options are subject to proration to ensure the overall mix remains consistent.
Chevron estimates it will issue approximately 168 million shares of its common stock and pay around $7.5 billion in cash to Unocal stockholders under the terms of the amended merger agreement.
This is an Amendment No. 1 because the company is restating the original Form 8-K in its entirety to correct specific typographical errors that were present in the initial filing and its exhibits.