press release

Unocal files registration statement to exchange new Trust Convertible Preferred Securities for outstanding $3.50 Convertible Preferred Stock

El Segundo, Calif., July 30, 1996 -- Unocal Corporation (NYSE:UCL) today said it has filed a registration statement with the Securities and Exchange Commission to register Trust Convertible Preferred Securities of Unocal Capital Trust, a Delaware statutory business trust, to be offered in exchange for the outstanding shares of $3.50 Convertible Preferred Stock of Unocal.

The purpose of the exchange offer is to refinance the $3.50 Convertible Preferred Stock with the Trust Convertible Preferred Securities.

The conversion premium and annual distribution rate on the Trust Convertible Preferred Securities will be set when the exchange offer commences following SEC clearance. Unocal will announce the exchange ratio for the new Trust Convertible Preferred Securities two days before the expiration date of the exchange offer. The exchange ratio will be determined by a formula to be set out in the prospectus. Consummation of the exchange offer will be conditioned on receipt of at least 4,000,000 validly tendered shares of the $3.50 Convertible Preferred Stock.

Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. will act as dealer managers to solicit exchanges. The Bank of New York will act as exchange agent.

A prospectus for the exchange offer will be available only when the registration statement becomes effective. Holders of the $3.50 Convertible Preferred Stock should contact Morgan Stanley (800/835-9668 ext. 2262) or Goldman, Sachs (800/323-5678) for additional information.

A registration statement relating to these Trust Convertible Preferred Securities has been filed with the Securities and Exchange Commission but has not yet become effective. The Trust Convertible Preferred Securities may not be exchanged nor may offers to exchange be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to exchange or the solicitation of an offer to exchange nor shall there be any exchange of the Trust Convertible Preferred Securities in any state in which such offer, solicitation or exchange would be unlawful prior to registration or qualification under the securities laws of any such state.

Updated: July 1996