DEFA14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO.
)
Filed by the Registrant [ü]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to
Section 240.14a-11(c) or Section 240.14a-2. |
UNOCAL CORPORATION
(Name of Registrant as Specified In Its
Charter)
(Name of Person(s) Filing Proxy Statement, if
other than Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12. |
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(1) |
Title of each class of securities to which transaction applies: |
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(2) |
Aggregate number of securities to which transaction applies: |
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(3) |
Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): |
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(4) |
Proposed maximum aggregate value of transaction: |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing. |
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(1) |
Amount Previously Paid: |
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(2) |
Form, Schedule or Registration Statement No.: |
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THIS PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF
DIRECTORS FOR THE SPECIAL
MEETING OF STOCKHOLDERS OF
UNOCAL CORPORATION |
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Please
Mark Here
for Address
Change or
Comments
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SEE REVERSE
SIDE |
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2 |
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REVISED PROXY CARD |
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FOR |
AGAINST |
ABSTAIN |
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This proxy
card has been revised as a result of the July 19, 2005 amendment to the Chevron
merger transaction. If you have already voted, you do not need to return a
new card unless you wish to change your vote. If you have not yet voted or
wish to change your vote, please sign, date and return this card, or vote
by internet or by telephone. |
Item 1: |
Approval and adoption of the Amended Agreement and Plan of Merger, dated as
of April 4, 2005, and amended as of July 19, 2005, by and among Unocal
Corporation, Chevron Corporation and Blue Merger Sub Inc., a wholly owned
subsidiary of Chevron Corporation |
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FOR |
AGAINST |
ABSTAIN |
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CHECK
THIS BOX FOR OPEN BALLOT
If you check this box, the Company will be
given access to
your
proxy
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Item 2: |
Approval of any
adjournment or postponement
of the special meeting, if
necessary, to solicit
additional proxies |
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MEETING
ATTENDANCE
Check this box if you plan to attend the Special Meeting of
Stockholders |
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Signature
_____________________________
Signature _____________________________ Date ________________ |
Please mark, date and sign as your name appears above and
return in the enclosed envelope. If acting as executor,
administrator, trustee or guardian, you should so indicate
when signing. If the signer is a corporation, please sign
the full corporate name, by duly authorized officer. If
shares are held jointly, each stockholder should sign. |
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See other side for important information |
Vote
by Internet or Telephone or Mail
24 Hours a Day, 7 Days a Week
Internet and telephone voting is available through 11:59 PM
Eastern Time on August 9, 2005.
Your Internet or telephone vote authorizes the named proxies
to vote your shares in the same manner as if you marked,
signed and returned your proxy card.
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Internet
http://www.proxyvoting.com/ucl
Use the Internet to vote your proxy. Have your proxy card in
hand
when
you
access
the
web
site. |
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OR |
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Telephone
1-866-540-5760
Use any touch-tone telephone to vote your proxy. Have your
proxy
card
in
hand
when
you
call. |
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OR |
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Mail
Mark, sign and date your proxy card and return it in the
enclosed
postage-paid
envelope. |
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View Unocals
Proxy Statement on the World Wide Web:
http://www.unocal.com/specialproxy
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Bring this admission ticket and a photo I.D. with you to the
special meeting. Do not mail.
Unocal Corporation
Special Meeting of Stockholders |
ADMISSION
TICKET |
Meeting
Time/Date:
10:00 a.m. P.D.T., August 10, 2005 |
Meeting
Location:
The Hilton Los Angeles Airport Hotel
5711 West Century Blvd.
Los Angeles, CA 90045 |
PLEASE SEE REVERSE SIDE FOR MAP AND DIRECTIONS TO THE
MEETING SITE |
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UNOCAL
CORPORATION
C/O MELLON INVESTOR SERVICES LLC
P.O. Box 3535
South Hackensack, NJ 07606-9235
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Board of Directors Proxy
SPECIAL MEETING OF STOCKHOLDERS |
Terry G.
Dallas and Samuel H. Gillespie III, or either of them, with full power of
substitution, are hereby appointed by the signatory of this Proxy to vote all
shares of Common Stock held by the signatory on June 29, 2005, at the August 10,
2005 Special Meeting of Stockholders of Unocal Corporation, and any adjournment
or postponement thereof, on each of the items on the reverse side, subject to
any directions given there, and in their discretion, on all other matters that
may properly come before the Special Meeting and any adjournment or postponement
thereof.
THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED ON THE
REVERSE SIDE, OR IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR
ITEMS 1 and 2.
(Continued,
and to be dated and signed on reverse side)
Address
Change/Comments (Mark the
corresponding box on the reverse side) |
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Choose MLinkSM
for fast, easy and secure 24/7 online access to your future proxy materials,
investment plan statements, tax documents and more. Simply log on to Investor
ServiceDirect® at www.melloninvestor.com/isd where step-by-step instructions
will prompt you through enrollment.
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DIRECTIONS TO THE HILTON LOS ANGELES AIRPORT HOTEL
From the 405
freeway, exit at Century Boulevard. Go west five blocks. The hotel is on the right
side.
From the 105
freeway, exit Sepulveda Boulevard and follow signs to Century Boulevard. Once on
Century Blvd, go past hotel (on left hand side) and make a U-turn at Bellanca. Turn
right into hotel.
From the
Airport, take the Century Boulevard exit east and continue on Century Boulevard
approximately 1/4 mile. Go past hotel (on left hand side) and make a U-turn
at Bellanca. Turn right into hotel.
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MERCER TRUST
COMPANY, TRUSTEE UNOCAL SAVINGS PLAN |
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Special Meeting
of Stockholders Voting Instructions |
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Please
Mark Here
for Address
Change or
Comments
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SEE REVERSE
SIDE |
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2 |
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REVISED PROXY CARD |
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FOR |
AGAINST |
ABSTAIN |
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This proxy
card has been revised as a result of the July 19, 2005 amendment to the Chevron
merger transaction. If you have already voted, you do not need to return a
new card unless you wish to change your vote. If you have not yet voted or
wish to change your vote, please sign, date and return this card, or vote
by internet or by telephone. |
Item 1: |
Approval and
adoption of the Amended Agreement and Plan of Merger, dated as of April 4,
2005, and amended as of July 19, 2005, by and among Unocal Corporation,
Chevron Corporation and Blue Merger Sub Inc., a wholly owned subsidiary of
Chevron Corporation |
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FOR |
AGAINST |
ABSTAIN |
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Item 2: |
Approval of any
adjournment or postponement of the special meeting, if necessary, to solicit
additional proxies |
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Signature
_____________________________
Signature _____________________________ Date ________________ |
Please mark, date and sign as your name appears above and
return in the enclosed envelope. If acting as executor,
administrator, trustee or guardian, you should so indicate
when signing. If the signer is a corporation, please sign
the full corporate name, by duly authorized officer. If
shares are held jointly, each stockholder should sign. |
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See other side for important information |
Vote
by Internet or Telephone or Mail
24 Hours a Day, 7 Days a Week
Internet and telephone voting is available through 11:59 PM
Eastern Time on August 8, 2005.
Your Internet or telephone vote authorizes the named proxies
to vote your shares in the same manner
as if you marked,
signed and returned your proxy card.
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Internet
http://www.proxyvoting.com/ucl-empsp
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OR |
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Telephone
1-866-540-5760
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OR |
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Mail
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Use the internet to vote your proxy. Have your proxy card in
hand
when
you
access
the
web
site. |
Use any touch-tone telephone to vote your proxy. Have your
proxy
card
in
hand
when
you
call. |
Mark, sign and date your proxy card and return it in the
enclosed postage-paid envelope. |
If you vote your proxy by
Internet or by telephone,
you do NOT need to mail
back your proxy card.
View Unocals
Proxy Statement on the World Wide Web:
http://www.unocal.com/specialproxy
Address
Change/Comments (Mark the
corresponding box on the reverse side) |
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TO: MEMBERS OF THE UNOCAL SAVINGS PLAN
Your voting instructions are solicited on behalf of the
Board of Directors of Unocal Corporation for the Special
Meeting of Stockholders to be held on August 10, 2005. The
shares in your account will be voted as directed, subject to
the fiduciary duties of an independent fiduciary that will
be hired by Unocal to oversee such voting. IN THE ABSENCE OF
SUCH DIRECTION, THE TRUSTEE OF THE UNOCAL SAVINGS PLAN WILL
VOTE THE SHARES IN THE SAME PROPORTION ON EACH ISSUE AS IT
VOTES THE SHARES FOR WHICH IT RECEIVES DIRECTION, EXCEPT AS
LIMITED BY LAW AND AS DIRECTED BY THE INDEPENDENT FIDUCIARY.
It is understood that the Trustee will have the authority to
vote or give proxy to vote on all other matters which may
properly come before the meeting and at any adjournment or
postponement thereof. Your voting instructions will be kept
confidential by the independent voting tabulator.
Please date, sign and return this form in the enclosed
envelope no later than 11:59 p.m., New York City time on
August 8, 2005.
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Mercer
Trust
Company,
Trustee
Unocal
Savings
Plan
Investors
Way
Norwood,
MA
02062 |
UNOCAL
CORPORATION ADMINISTRATOR FBO EMPLOYEES WITH RESTRICTED STOCK
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Special Meeting
of Stockholders Voting Instructions |
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Please
Mark Here
for Address
Change or
Comments
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SEE REVERSE
SIDE |
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2 |
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REVISED PROXY CARD |
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FOR |
AGAINST |
ABSTAIN |
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This proxy
card has been revised as a result of the July 19, 2005 amendment to the Chevron
merger transaction. If you have already voted, you do not need to return a
new card unless you wish to change your vote. If you have not yet voted or
wish to change your vote, please sign, date and return this card, or vote
by internet or by telephone. |
Item 1: |
Approval and
adoption of the Amended
Agreement and Plan of
Merger, dated as of April
4, 2005, and amended as
of July 19, 2005, by and
among Unocal Corporation,
Chevron Corporation and
Blue Merger Sub Inc., a
wholly owned subsidiary
of Chevron Corporation |
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FOR |
AGAINST |
ABSTAIN |
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Item 2: |
Approval of any
adjournment or
postponement of the
special meeting, if
necessary, to solicit
additional proxies |
o |
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Signature
_____________________________
Signature _____________________________ Date ________________ |
Please mark, date and sign as your name appears above and
return in the enclosed envelope. If acting as executor,
administrator, trustee or guardian, you should so indicate
when signing. If the signer is a corporation, please sign
the full corporate name, by duly authorized officer. If
shares are held jointly, each stockholder should sign. |
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See other side for important information |
Vote
by Internet or Telephone or Mail
24 Hours a Day, 7 Days a Week
Internet and telephone voting is available through 11:59 PM
Eastern Time on August 9, 2005.
Your Internet or telephone vote authorizes the named proxies
to vote your shares in the same manner
as if you marked,
signed and returned your proxy card.
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Internet
http://www.proxyvoting.com/ucl-emprs
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OR |
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Telephone
1-866-540-5760
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OR |
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Mail
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Use the internet to vote your proxy. Have your proxy card in
hand
when
you
access
the
web
site. |
Use any touch-tone telephone to vote your proxy. Have your
proxy
card
in
hand
when
you
call. |
Mark, sign and date your proxy card and return it in the
enclosed postage-paid envelope. |
If you vote your proxy by
Internet or by telephone,
you do NOT need to mail
back your proxy card.
View Unocals
Proxy Statement on the World Wide Web:
http://www.unocal.com/specialproxy
Address
Change/Comments (Mark the
corresponding box on the reverse side) |
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TO: HOLDERS OF UNOCAL RESTRICTED STOCK
Your voting
instructions are solicited on behalf of the Board of Directors of Unocal
Corporation for the Special Meeting of Stockholders to be held on August 10, 2005.
Your restricted stock will be voted as directed. In the absence of such
direction, the Management Development and Compensation Committee of the Board of
Directors will vote your restricted stock in its discretion, except as limited by
law. It is understood that the Management Development and Compensation Committee
will have the authority to vote or give proxy to vote on all matters which may
properly come before the meeting and at any adjournment or postponement thereof.
Your voting instructions will be kept confidential by the independent voting tabulator.
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Unocal
Corporation,
Administrator
Management
Incentive
Programs
2141
Rosecrans
Ave,
Suite
4000
El
Segundo
CA
90245 |
THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED ON THE
REVERSE SIDE, OR IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR
ITEMS 1 and 2.
NEW ELECTION INFORMATION
July 22, 2005
Dear Unocal Stockholders:
Thank you for your support as we work toward completing the
merger between Chevron Corporation and Unocal Corporation. On
July 19, 2005, Chevron and Unocal entered into an amendment
to the merger agreement. That amendment has the effect of
increasing the merger consideration paid to Unocal stockholders
for their shares. The amended merger agreement will be
considered at a special meeting of Unocal stockholders to be
held on August 10, 2005. Pending receipt of stockholder
approval, we presently expect that the merger will become
effective in the first half of August 2005.
Under the terms of the amended merger agreement, each Unocal
stockholder has the opportunity to elect to receive, for each
share of Unocal common stock that he or she owns, a combination
of 0.618 of a share of Chevron common stock and $27.60 in cash
(the mixed election), 1.03 shares of Chevron
common stock (the stock election), or $69.00 in cash
(the cash election).
As before, stockholders may make the mixed election, the stock
election and/or the cash election with respect to all or any
number of their Unocal shares. The cash elections and stock
elections of Unocal stockholders will be subject to proration to
preserve an overall mix of 0.618 of a share of Chevron common
stock and $27.60 in cash for all of the outstanding shares of
Unocal common stock taken together, after taking into account
all of the elections made by all of the Unocal stockholders.
If you have already delivered your Election Form to the
Exchange Agent to make your election under the original terms of
the merger and you want your election to stay the same under the
revised terms of the merger, you DO NOT need to send in an
additional Election Form or take any other action. If you have
already delivered your Election Form and you would like to
change or revoke your election, you should either deliver the
enclosed Election Form, filled out to reflect your new election,
or contact the Exchange Agent at 1-866-865-6324.
All the documents necessary to complete your election based on
the revised terms of the merger are included in this package.
Please review the following documents carefully:
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(1) |
The Election Form for making your mixed election, stock
election, cash election, or a combination of mixed, stock and/or
cash elections and for surrendering your Unocal stock
certificate(s), which includes a Substitute Form W-9
to certify your taxpayer identification/social security
number. |
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The Instructions for Completing the Election Form
regarding the election process. |
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A Notice of Guaranteed Delivery to be used if none of the
procedures for delivering your Unocal stock certificate(s) can
be completed on a timely basis. |
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Frequently Asked Questions. |
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(5) |
A Return Envelope for mailing items to the Exchange
Agent, Mellon Investor Services LLC. |
Please complete the Election Form, attach the stock
certificate(s) representing the Unocal shares covered by your
election or a properly completed Notice of Guaranteed Delivery,
and deliver these items to Mellon Investor Services LLC. This
form and your stock certificate(s) or Notice of Guaranteed
Delivery must be RECEIVED no later than the election deadline,
which will be 5:00 p.m., Eastern Daylight Time, on
August 9, 2005. In the event that the expected
effective time of the merger and the election deadline change,
we will announce the revised dates, in a press release, on our
web sites at www.unocal.com and
NEW ELECTION INFORMATION
www.chevron.com, and in a filing with the Securities and
Exchange Commission. You may also obtain up-to-date information
regarding the election deadline by calling the Exchange Agent at
1-866-865-6324.
There is a limited period of time for you to deliver your
Election Form and your Unocal stock certificate(s). Therefore,
we encourage you to submit your Election Form and Unocal stock
certificate(s) promptly. If you do not make a valid election,
you will be deemed to have made an election to receive the mixed
consideration for all of your shares of Unocal common stock
surrendered with the Election Form. You should note that if you
elect to receive Chevron common stock, the value of the shares
you receive will depend on the market value of Chevrons
common stock at the effective time of the merger. Information
regarding Chevron stock prices can be obtained by calling the
Exchange Agent at 1-866-865-6324 or on Chevrons web site
at www.chevron.com.
You can find additional information on the merger, its revised
terms and related transactions in the Proxy Statement/
Prospectus dated June 29, 2005 and the Supplement to the
Proxy Statement/ Prospectus dated July 22, 2005, both
available through the Securities and Exchange Commissions
website at www.sec.gov, as well as in the enclosed
Instructions for Completing the Election Form. The answer to
Question No. 23 in the enclosed Frequently Asked Questions
explains how you can obtain a copy of the Proxy Statement/
Prospectus and/or the Supplement to the Proxy Statement/
Prospectus. The information contained in the Proxy Statement/
Prospectus speaks as of June 29, 2005, and does not reflect
subsequent developments. The information contained in the
Supplement to the Proxy Statement/ Prospectus speaks as of
July 22, 2005, and does not reflect subsequent
developments. However, both documents incorporate by reference
subsequent filings with the Securities and Exchange Commission
by Chevron and Unocal. You should rely only on the information
contained or expressly incorporated by reference in the Proxy
Statement/ Prospectus and the Supplement to the Proxy Statement/
Prospectus. We have not authorized anyone to provide you with
information that is different from what is contained or
incorporated by reference in those documents.
If you cannot locate your stock certificate(s) or should you
have any questions regarding the forms or the election process,
contact the Exchange Agent, Mellon Investor Services LLC at
1-866-865-6324. If you are a bank, broker or own your shares in
street name, please contact MacKenzie Partners at 1-800-322-2885.
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Bryan J. Pechersky
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Lydia
I. Beebe |
Corporate Secretary
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Corporate
Secretary |
Unocal Corporation
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Chevron
Corporation |
2
If you have already submitted an election form, you do not
need to return a new election form unless you
wish to change your election.
AMENDED UNOCAL CORPORATION ELECTION FORM
Pursuant to the terms of Amendment No. 1 to the Agreement
and Plan of Merger, as described and set forth in the Supplement
to the Proxy Statement/Prospectus dated July 22, 2005, upon
consummation of the merger each share of Unocal Corporation will
be converted into the right to receive either a mix of Chevron
Corporation common stock and cash, stock, or cash. As a Unocal
Corporation stockholder, you are being given the opportunity to
elect for each Unocal share:
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a combination of 0.618 of a share of Chevron common stock and
$27.60 in cash (the mixed election); |
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1.03 shares of Chevron common stock (the all-stock
election); or |
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$69 in cash (the all-cash election). |
Your election is subject to certain proration rules, as
described in the Supplement to the Proxy
Statement/Prospectus.
I/we the undersigned, surrender to you for exchange the share(s)
identified below. I/we certify that I/we have complied with all
requirements as stated in the instructions on the reverse side,
was/were the registered holder(s) of the shares of Unocal
Corporation common stock represented by the enclosed
certificates, have full authority to surrender these
certificate(s) and give the instructions in this Election Form
and warrant that the shares represented by these certificates
are free and clear of all liens, restrictions, adverse claims
and encumbrances.
Please complete the back if you would like to transfer
ownership or request special mailing.
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Signature: This form must be signed by the
registered holder(s) exactly as their name(s) appear(s) on the
certificate(s) or by person(s) authorized to sign on behalf
of
the registered holder(s) by documents transmitted herewith. |
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Signature of Stockholder |
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Date |
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Daytime Telephone # |
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Signature of Stockholder |
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Daytime Telephone # |
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SUBSTITUTE FORM W-9 |
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PLEASE CERTIFY YOUR TAXPAYER ID OR SOCIAL SECURITY NUMBER BY
SIGNING BELOW. |
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If the Taxpayer ID Number printed above is INCORRECT OR
if the space is BLANK write in the CORRECT number
here. |
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Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer
identification number (or I am waiting for a number to be issued
to me), and
2. I am not subject to backup withholding because:
(a) I am exempt from backup withholding, or (b) I have
not been notified by the Internal Revenue Service (IRS) that I
am subject to backup withholding as a result of a failure to
report all interest or dividends; or (c) the IRS has
notified me that I am no longer subject to backup withholding,
and
3. I am a U.S. person (including a
U.S. resident alien).
Certification instructions. You must cross out
Item 2 above if you have been notified by the IRS that you
are currently subject to backup withholding because you have
failed to report all interest and dividends on your tax return. |
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Signature: |
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Date: |
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PLACE AN X IN ONE ELECTION BOX ONLY |
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All Mixed Election |
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All Stock Election Only |
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All Cash Election Only |
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No Election |
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Combination* |
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Cash |
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Stock |
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Shares |
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Shares |
*Any remaining shares will receive the mixed election
consideration. |
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If you cannot produce some or all of your Unocal Corporation
stock certificate(s), you must obtain a lost instrument open
penalty surety bond. To do so through Mellon, complete the
section below. (Alternatively, you may obtain such a bond
through an intermediary of your choice, as long as the insurance
company that issues the bond is rated A+XV or better by A.M.
Best & Company.) Please print clearly.
8.
AFFIDAVIT OF LOST, MISSING OR DESTROYED CERTIFICATE(S) AND
AGREEMENT OF INDEMNITY
THIS AFFIDAVIT IS INVALID IF NOT SIGNED BELOW AND A CHECK IS NOT
INCLUDED
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TOTAL SHARES LOST |
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Taxpayer ID or Social Security Number |
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Please Fill in Certificate No(s). if Known |
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Number of Shares |
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Attach separate schedule if needed |
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By signing this form I/We swear, depose and state that:
I/We am/are the lawful owner(s) of the certificate(s)
hereinafter referred to as the securities described
in the enclosed Election Form. The securities have not been
endorsed, pledged, cashed, negotiated, transferred, assigned, or
otherwise disposed of. I/We have made a diligent search for the
securities and have been unable to find it or them and make this
Affidavit for the purpose of inducing the sale, exchange,
redemption, or cancellation of the securities, as outlined in
the Election Form, without the surrender of the original(s), and
also to request and induce Federal Insurance Company to provide
suretyship for me to cover the missing securities under its
Blanket Bond #8302-00-67. I/We hereby agree to surrender
the securities for cancellation should I/We, at any time, find
the securities.
I/We hereby agree for myself/ourselves, my/our heirs,
successors, assigns and personal representatives, in
consideration of the proceeds of the sale, exchange, redemption
or cancellation of the securities, and the aforementioned
suretyship, to indemnify, protect and hold harmless Federal
Insurance Company (the Surety), Mellon Investor Services LLC,
Unocal Corporation, Chevron Corporation, all their subsidiaries
and any other party to the transaction, from and against any and
all loss, costs, and damages including court costs and
attorneys fees, which they may be subject to or liable for
in respect to the sale, exchange, redemption, or cancellation of
the securities without requiring surrender of the original
securities. The rights accruing to the parties under the
preceding sentence shall not be limited or abridged by their
negligence, inadvertence, accident, oversight, breach or failure
to inquire into, contest, or litigate any claim, whenever such
negligence, inadvertence, accident, oversight, breach or failure
may occur or may have occurred. I/We agree that this Affidavit
and Indemnity Agreement is to become part of Blanket
Bond #8302-00-67 underwritten by Federal Insurance Company.
Any person who, knowingly and with intent to defraud any
insurance company or other person, files an application or
statement of claim, containing any materially false information,
or conceals for the purpose of misleading, information
concerning any fact material thereto, commits a fraudulent
insurance act, which is a crime, and shall also be subject to
civil penalties as prescribed by law.
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X Signed by Affiant (stockholder) |
on
this
(date) |
(Deponent)
(Indemnitor) (Heirs
Individually) Month Day Year
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Social Security # |
Date |
Notary Public |
Lost Securities Premium/Service Fee Calculation
If you have lost certificate(s) representing 100 shares
or less, there is only a $25.00 service fee
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1. |
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Enter the number of shares that are
lost: --------------- × (Cash Rate) $69.00 =
$ --------------- Share Value* |
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*If the share value exceeds $500,000, or if the
shareholder is foreign or deceased, do not complete this
affidavit, as it will be considered invalid. Complete only the
Election Form and
contact Mellon Investor Services regarding the lost
certificate(s). |
2. |
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Please Enter Share Value $ --------------- (Share
Value) × (2%) or .02 = Multiply by 2% (.02)
for Surety Premium. |
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$ |
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Surety Premium |
3. |
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Add $25.00 for service fee |
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$ |
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Service Fee |
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Total Amount Due (Add Lines 2 & 3) |
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$ |
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Total Fee |
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Please make all checks payable to: Mellon Investor
Services, 85 Challenger Rd., Ridgefield Park, NJ 07660.
Any checks over $250.00 must be in the form of a certified
check, cashiers check or money order. |
If you have already submitted an election form, you do not
need to return a new election form unless you
wish to change your election.
9
Special Transfer Instructions
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If you want your Chevron Corporation common DRS Stock
Distribution Statement, check for fractional shares, and/or
check for cash to be issued in another name, fill in this
section with the information for the new account name. |
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Signature Guarantee Medallion |
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Name
(Please Print First, Middle and Last Name) |
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(Title
of Officer Signing this Guarantee) |
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Address
(Number and Street) |
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(Name
of Guarantor Please Print) |
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(City,
State and Zip Code) |
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(Address
of Guarantor Firm) |
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(Tax
Identification or Social Security Number) |
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If the Exchange Agent has not RECEIVED an effective Election
Form from a holder of shares of Unocal Corporation Common Stock
at the Exchange Agents designated office by
5:00 p.m., Eastern Daylight Time, on or prior to
August 9, 2005, such holder shall be deemed to have made no
election and such holders shares of Unocal Corporation
Common Stock shall be deemed to be No Election Shares (as
defined in the Merger Agreement).
INSTRUCTIONS FOR COMPLETING THE ELECTION FORM
PLEASE NOTE: TOTAL SHARES YOU HOLD ARE LISTED ABOVE YOUR NAME
AND ADDRESS (STOCK CERTIFICATE SHARES ON LEFT AND UNOCAL
DIVIDEND REINVESTMENT SHARES ON RIGHT)
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1 |
Sign, date and include your daytime telephone number in this
Election Form in Box 1 and after completing all other
applicable sections return this form and your stock certificates
in the enclosed envelope. |
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2 |
PLEASE SIGN IN BOX 2 TO CERTIFY YOUR TAXPAYER ID OR SOCIAL
SECURITY NUMBER if you are a U.S. Taxpayer. If the
Taxpayer ID or Social Security Number is incorrect or blank,
write the corrected number in Box 2 and sign to certify.
Please note that Mellon Investor Services may withhold 28% of
your proceeds as required by the IRS if the Taxpayer ID or
Social Security Number is not certified on our records. If you
are a non-U.S. Taxpayer, please complete and return
form W-8BEN. |
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3 |
If you are electing to receive the mixed election for all of
your Unocal shares, please check this box. |
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4 |
If you are electing to receive all stock, please check this box
only. |
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5 |
If you are electing to receive all cash, please check this box
only. |
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6 |
To specify no election, please check this box only. |
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7 |
If you choose the combination, you must indicate the number of
shares you are electing to receive all stock and the number of
shares you are electing to receive all cash. You will receive
the mixed election for any remaining shares. |
If you cannot locate some or all of your Unocal Corporation
stock certificates, please follow the instructions provided and
complete Box 8, the Affidavit of Lost, Missing or Destroyed
Certificates section, on the front side of the Election Form.
If you want your Chevron common DRS Stock Distribution
Statement, check for fractional shares, and/or check for cash to
be issued in another name, complete the Special Transfer
Instructions in Box 9. Signature(s) in Box 9 must be
medallion guaranteed.
Please refer to the letter of transmittal included in your
packet for additional information and instructions. If you wish
to designate an allocation of the merger consideration among
your Unocal shares for tax purposes, please consult your tax
advisor.
HOW TO CONTACT MELLON INVESTOR SERVICES
By Telephone 9 a.m. to 7 p.m. Eastern
Daylight Time, Monday through Friday, except for bank holidays:
From within the U.S., Canada or Puerto Rico:
1-866-865-6324 (Toll Free)
From outside the U.S.:
1-201-329-8660 (Collect)
WHERE TO FORWARD YOUR ELECTION FORM
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By Regular Mail:
Mellon Investor Services LLC
Attn: Reorganization Dept.
P.O. Box 3301
South Hackensack, NJ 07606 |
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By Overnight Courier or
Registered Insured Mail:
Mellon Investor Services LLC
Attn: Reorganization Dept.
85 Challenger Road
Mail Drop-Reorg
Ridgefield Park, NJ 07660 |
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By Hand:
Mellon Investor Services LLC
Attn: Reorganization Dept.
120 Broadway, 13th Floor
New York, NY 10271 |
NEW ELECTION FORM INSTRUCTIONS
July 22, 2005
INSTRUCTIONS FOR COMPLETING THE ELECTION FORM
These instructions are for the accompanying Election Form for
the registered stockholders of Unocal Corporation. All elections
are subject to the Agreement and Plan of Merger (the
merger agreement), dated April 4, 2005, by and
among Unocal Corporation (Unocal), Chevron
Corporation (Chevron) and Blue Merger Sub, a wholly
owned subsidiary of Chevron, as amended by Amendment No. 1
(the amendment) on July 19, 2005 (the
amended merger agreement). The merger agreement was
furnished to stockholders as part of the Proxy Statement/
Prospectus dated June 29, 2005, and the amendment was
furnished to stockholders as part of the Supplement to the Proxy
Statement/ Prospectus dated July 22, 2005. The amendment
has the effect of increasing the amount of merger consideration
paid to Unocal stockholders for their shares.
GENERAL INSTRUCTIONS
The Election Form is to be completed and submitted to Mellon
Investor Services LLC (the Exchange Agent)
prior to the Election Deadline indicated below by those holders
of Unocal shares desiring to make an Election. It also may be
used, following consummation of the merger, as a letter of
transmittal to accompany the surrender of Unocal shares to be
exchanged for the merger consideration by holders of Unocal
shares who do not complete and submit the Election Form prior to
the Election Deadline, although any such Unocal shares so
surrendered will be treated as No Election Shares (as defined in
the merger agreement) for all purposes of the amended merger
agreement.
Until a record holders Unocal share certificate(s) or
confirmation of a book-entry transfer of the holders
Unocal shares into the Exchange Agents account at DTC is
received by the Exchange Agent at one of the addresses set forth
on the front of the Election Form, together with any other
documents the Exchange Agent may require, and until the same are
processed for exchange by the Exchange Agent, the holder will
not receive a Direct Registration System (DRS) stock
distribution statement regarding such holders Chevron
shares and/or check representing cash consideration or cash in
lieu of fractional shares (if any) in exchange for the
holders Unocal share certificate(s). No interest will
accrue on any cash consideration or any cash in lieu of
fractional shares.
Any holder of Unocal shares who has made an election by
submitting an Election Form to the Exchange Agent may at any
time prior to the Election Deadline change that holders
election by submitting to the Exchange Agent a revised,
later-dated Election Form, properly completed and signed, that
is received by the Exchange Agent prior to the Election
Deadline. Any holder of Unocal shares may at any time prior to
the Election Deadline revoke an election and withdraw the
certificate(s) for the holders Unocal shares deposited
with the Exchange Agent by written notice to the Exchange Agent
received prior to the Election Deadline. Any holder of Unocal
shares who has previously made an election by submitting the
prior version of the Election Form and who wishes to maintain
the same election under the terms of the amended merger
agreement need not send in an additional Election Form or take
any other action. Any holder of Unocal shares who has previously
made an election by submitting an Election Form and who wishes
to change or revoke the election under the terms of the amended
merger agreement may do so by sending in the enclosed Election
Form reflecting the shareholders new election or by
contacting the Exchange Agent. After the Election Deadline,
a holder of Unocal shares may not change an election and may not
withdraw such holders certificate(s) unless the merger
agreement is terminated.
If the Exchange Agent, Mellon Investor Services LLC, has not
RECEIVED a properly completed Election Form from a holder of
shares of Unocal common stock at the Exchange Agents
designated office by 5:00 p.m., Eastern Daylight Time, on
or prior to August 9, 2005 (the Election
Deadline), such holder shall be deemed to have made no
election and such holders shares of Unocal common stock
shall be deemed to be No Election Shares (as defined in the
merger agreement).
ELECTION FORM
ABOUT YOU AND YOUR SHARES (BOX 1)
Above Box 1 of the Election Form are the registration
number of your account and the number and type of Unocal shares
owned by you as reflected on the records of Unocal at the time
of mailing these instructions. The total stock certificate
shares are on the left and the dividend reinvestment shares are
on the right above your name and address. If you cannot produce
some or all of your stock certificate(s), please complete
Box 8 of the Election Form or contact the Exchange Agent,
Mellon Investor Services LLC, at 1-866-865-6324. Strike any
incorrect address information that is printed above Box 1
of the Election Form. Clearly print the correct address in the
space beside the printed information.
ELECTION OPTIONS AND REQUIRED SIGNATURES (BOXES 1-7)
The terms of the amended merger agreement allow you to choose,
subject to certain limitations, the type of consideration you
receive for each of your shares. For more information, please
refer to the Supplement to the Proxy Statement/ Prospectus dated
July 22, 2005 and the Proxy Statement/ Prospectus dated
June 29, 2005. Regardless of the option you choose, your
stock certificate(s) must be returned with the Election Form or
you must complete Box 8 of the Election Form for your
election to be valid.
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A) |
Election Options (BOXES 3-7) |
Select from the following options:
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Box 3. |
Exchange each of your Unocal shares for a combination of
$27.60 in cash and 0.618 of a share of Chevron common stock
(all-mixed election). Check Box 3 on the
Election Form if you would like to elect the mixed election for
all of your Unocal shares being surrendered with this Election
Form. |
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Box 4. |
Exchange each of your Unocal shares for Chevron common stock
(all-stock election only). Check Box 4 on
the Election Form if you would like to make the all-stock
election for each of your Unocal shares being surrendered with
this election form. You will receive 1.03 shares of Chevron
common stock for each Unocal share, subject to proration to
preserve an overall mix of 0.618 of a share of Chevron common
stock and $27.60 in cash for all of the outstanding shares of
Unocal common stock taken together, after taking into account
all of the elections made by all of the Unocal stockholders. No
fractional shares will be issued and you will receive a cash
payment in lieu of fractional shares. |
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Box 5. |
Exchange each of your Unocal shares for cash (all-cash
election only). Check Box 5 on the Election Form
if you would like to make the all-cash election for all of your
Unocal shares being surrendered with this Election Form. You
will receive $69.00 for each Unocal share you surrender, subject
to proration to preserve an overall mix of 0.618 of a share of
Chevron common stock and $27.60 in cash for all of the
outstanding shares of Unocal common stock taken together, after
taking into account all of the elections made by all of the
Unocal stockholders. |
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Box 6. |
No preference indicated as to form of consideration.
Check Box 6 on the Election Form if you do not wish to
indicate any preference as to the form of consideration you will
receive for your Unocal shares in the merger. |
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Box 7. |
Exchange some of your Unocal shares for all cash, some of
your Unocal shares for all stock and some of your Unocal shares
for a combination of cash and stock (combination). Check
Box 7 if you wish to make the stock election and/or the
cash election with respect to some, but not all, of your Unocal
shares being surrendered with the Election Form. Indicate the
number of shares for which you are electing to receive all stock
and the number of shares for which you are electing to |
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receive all cash in the space provided. You will receive the
mixed election for any remaining shares. |
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B) |
Required Signatures (Box 1) |
All individuals listed on the account must sign the Election
Form. Please be sure to include your daytime telephone
number.
By your signature, you (1) acknowledge receipt of the
Supplement to the Proxy Statement/ Prospectus dated
July 22, 2005 and the Proxy Statement/ Prospectus dated
June 29, 2005 and agree that all elections, instructions
and orders in the Election Form are subject to the terms and
conditions of the amended merger agreement, the Supplement to
the Proxy Statement/ Prospectus, the Proxy Statement/ Prospectus
and the instructions applicable to the Election Form;
(2) represent and warrant that you are, as of the date
hereof, and will be, as of the effective time of the merger, the
record holder of the Unocal shares represented by the share
certificate(s) surrendered herewith, with good title to those
common shares and full power and authority (i) to sell,
assign and transfer those common shares free and clear of all
liens, restrictions, charges and encumbrances and not subject to
any adverse claims and (ii) to make the election indicated
on this Election Form; (3) agree that you will, upon
request, execute any additional documents necessary or desirable
to complete the surrender and exchange of the Unocal shares
represented by the share certificate(s) surrendered herewith;
(4) irrevocably appoint the Exchange Agent, as your agent,
to effect the exchange pursuant to the amended merger agreement
and the instructions hereto; (5) authorize and instruct the
Exchange Agent to deliver the certificate(s) covered hereby, and
to receive on your behalf, in exchange for the Unocal shares
represented by that certificate(s), any check and/or any
certificate(s) for Chevron shares issuable to the undersigned;
(6) authorize the Exchange Agent to follow any election and
to rely upon all representations, certifications and
instructions contained in the Election Form; and (7) agree
that all authority conferred or agreed to be conferred in the
Election Form is binding upon your successors, assigns, heirs,
executors, administrators and legal representatives and is not
affected by, and survives, your death or incapacity.
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C) |
W-9 Certification (Box 2) |
Certify that the Social Security Number printed on the form is
correct. Regardless of whether you have previously furnished
a Taxpayer Identification Number (TIN), Social Security Number
(SSN) or the certification on Form W-9 with respect to
dividend payments, you must again furnish this number on the
Substitute Form W-9 Certification.
If you are a trustee, executor, administrator or someone who is
acting on behalf of a stockholder and your name is not printed
on the Election Form, you must include your full title and send
us proper evidence of your authority to exchange the shares.
VALIDITY OF SURRENDER; IRREGULARITIES
Any disputes regarding your election or the elections made by
other Unocal stockholders will be resolved by the Exchange Agent
(in consultation with Unocal and Chevron) and its decision will
be final for all parties concerned. The Exchange Agent has the
right, subject to reasonable discretion, to reject any and all
Election Forms which it determines are not in proper form or to
waive minor defects in any Election Form. Surrenders of stock
certificate(s) will not be effective until all defects or
irregularities that have not been waived by the Exchange Agent
have been corrected. None of the Exchange Agent, Unocal or
Chevron is under any obligation to provide notification of any
defects in the deposit and surrender of any certificate(s)
formerly representing Unocal shares, nor shall the Exchange
Agent, Unocal or Chevron be liable for any failure to give any
such notification. Please return your Election Form promptly to
allow sufficient time to correct any possible deficiencies
before the Election Deadline.
LOST, MISSING OR DESTROYED CERTIFICATE(S) (BOX 8)
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Complete all of the blanks in Box 8, including Numbers 1-3.
Make checks payable to Mellon Investor Services.
UNLESS THERE ARE SPECIAL TRANSFER OF PAYMENT INSTRUCTIONS OR
SPECIAL DELIVERY INSTRUCTIONS, OR YOU ARE REPORTING LOST, STOLEN
OR DESTROYED CERTIFICATES, YOU NEED NOT CONTINUE TO THE NEXT
SECTION. HOWEVER, BEFORE YOU MAIL YOUR ELECTION FORM, MAKE SURE
YOU DO THE FOLLOWING:
a) Verify the election you have
chosen;
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b) |
Sign and date the Election Form and include your daytime phone
number; |
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c) |
Verify the SSN or TIN printed on the form and sign the
Substitute Form W-9 certification; and |
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d) |
Include your Unocal stock certificates, if applicable, along
with the Election Form in the enclosed envelope. |
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e) |
If you are reporting lost, stolen or destroyed certificates,
please complete Box 8 or contact Mellon Investor Services
at 1-866-865-6324. |
SPECIAL TRANSFER INSTRUCTIONS (Box 9)
If you want your Chevron common stock registered or your check
made payable in a name or names different from the name(s)
printed on the Election Form, please follow the instructions
below.
First, print the name(s) and address(es) of the person(s)
receiving the shares or check in the space provided under
Special Transfer Instructions. Then, refer to the procedures
printed below for the requirements needed to make some of the
most frequently requested types of registration changes. These
documents must accompany your Election Form.
Name change due to marriage or transfer of ownership to
another individual:
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1. |
Obtain a signature guarantee for the stockholder whose name is
printed on the Election Form. If it is a joint account both
owners must sign and have their signatures guaranteed. Each
signature must be guaranteed by an officer of a commercial bank,
trust company, credit union or savings & loan who is a
member of the Securities Transfer Agents Medallion Program
(STAMP), or by a stockbroker who is a member of STAMP. The
signature of a Notary Public is not acceptable for this
purpose. |
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2. |
Complete the Substitute Form W-9 in Section 2 of the
Election Form by listing the Taxpayer Identification Number
(TIN) or Social Security Number (SSN) that is to be
used for tax reporting on the new account. The individual whose
TIN or SSN is being used must sign the Substitute Form W-9.
Please refer to the Instructions for Completing Substitute
Form W-9 for more detailed information. |
Stockholder whose name is printed on the Election Form is
deceased. You are the executor or administrator of the
estate:
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1. |
Provide a certified (under raised seal) copy of the Court
Qualification appointing the legal representative (dated
within 60 days). If there has not been a legal
representative appointed, you can apply for a Waiver of Probate
by contacting Mellon Investor Services at 1-866-865-6324. |
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2. |
Obtain a signature for the legal representative. The signature
must be guaranteed by an officer of a commercial bank, trust
company, credit union or savings & loan who is a member
of the Securities Transfer Agents Medallion Program (STAMP), or
by a stockbroker who is a member of STAMP. The signature of a
Notary Public is not acceptable for this purpose. |
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3. |
Complete the Substitute Form W-9 in Section 2 of the
Election Form by listing the Taxpayer Identification Number
(TIN) or Social Security Number (SSN) that is to be
used for tax reporting on the new account. If the account is
being registered in the name of the estate and not to an
individual, a TIN is required. Please refer to the
Instructions for Completing Substitute Form W-9 for
more detailed information. |
The account is a joint account and one of the account
holders is deceased. Transferring shares to the survivor
only:
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1. |
Provide a certified (under raised seal) copy of death
certificate. |
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2. |
Provide the survivors signature. (Signature guarantee is
not necessary in this case.) |
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3. |
Complete the Substitute Form W-9 in Section 2 of the
Election Form by listing the Taxpayer Identification Number
(TIN) or Social Security Number (SSN) that is to be
used for tax reporting on the new account. The individual whose
TIN or SSN is being used must sign the Substitute Form W-9.
Please refer to the Instructions for Completing Substitute
Form W-9 for more detailed information. |
The account is a joint account and one of the account
holders is deceased. Transferring shares to the survivor and
adding a name:
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1. |
Provide a certified (under raised seal) copy of death
certificate. |
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2. |
The survivor and the new account holder must obtain signature
guarantees. The signatures must be guaranteed by an officer of a
commercial bank, trust company, credit union or
savings & loan who is a member of the Securities
Transfer Agents Medallion Program (STAMP), or by a stockbroker
who is a member of STAMP. The signature of a Notary Public is
not acceptable for this purpose. |
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3. |
Complete the Substitute Form W-9 in Section 2 of the
Election Form by listing the Taxpayer Identification Number
(TIN) or Social Security Number (SSN) that is to be
used for tax reporting on the new account. The individual whose
TIN or SSN is being used must sign the Substitute Form W-9.
Please refer to the Instructions for Completing Substitute
Form W-9 for more detailed information. |
The account is a custodial account and the former minor
has reached the legal age of majority:
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1. |
Provide a certified (under raised seal) copy of the birth
certificate for the former minor, OR |
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2. |
The former minor must obtain a signature guarantee. The
signature must be guaranteed by an officer of a commercial bank,
trust company, credit union or savings & loan who is a
member of the Security Transfer Agents Medallion Program
(STAMP), or by a stockbroker who is a member of STAMP. The
signature of a Notary Public is not acceptable for this
purpose. |
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3. |
Complete the Substitute Form W-9 in Section 2 of the
Election Form by listing the Taxpayer Identification Number
(TIN) or Social Security Number (SSN) that is to be
used for tax reporting on the new account. The individual whose
TIN or SSN is being used must sign the Substitute Form W-9.
Please refer to the Instructions for Completing Substitute
Form W-9 for more detailed information. |
the new account. The individual whose TIN or SSN is being used
must sign the Substitute Form W-9. Please refer to the
Instructions for Completing Substitute Form W-9 for
more detailed information.
You want to have the account registered in the name of a
trust:
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1. |
Obtain a signature guarantee for the stockholder whose name is
printed on the Election Form. If it is a joint account both
owners must sign and have their signatures guaranteed. Each
signature must be guaranteed by an officer of a commercial bank,
trust company, credit union or savings & loan who is a |
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member of the Securities Transfer Agents Medallion Program
(STAMP), or by a stockbroker who is a member of STAMP. The
signature of a Notary Public is not acceptable for this
purpose. |
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2. |
Provide a copy of the first and last pages of the trust
agreement. |
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3. |
Complete the Substitute Form W-9 in Section 2 of the
Election Form by listing the Taxpayer Identification Number
(TIN) or Social Security Number (SSN) that is to be
used for tax reporting on the new account. The individual whose
TIN or SSN is being used must sign the Substitute Form W-9.
Please refer to the Instructions for Completing Substitute
Form W-9 for more detailed information. |
NOTICE OF GUARANTEED DELIVERY
If your Unocal share certificates are not immediately available
or you cannot deliver your certificates and all other required
documents to the Exchange Agent or cannot complete the procedure
for delivery of Unocal shares by book-entry transfer into the
Exchange Agents account at the Depository Trust Company
(DTC) prior to the Election Deadline, you may deliver your
Unocal shares by properly completing and duly executing a Notice
of Guaranteed Delivery if (1) the Guarantee of Delivery is
made by or through a member of a registered national securities
exchange, a member of the National Association of Securities
Dealers, Inc. or by a commercial bank or trust company in the
United States; (2) prior to the Election Deadline, the
Exchange Agent receives a properly completed and duly executed
Notice of Guaranteed Delivery, as provided herein, together with
a properly completed and duly executed Election Form and any
other documents required by the Election Form; and (3) the
certificates for all the Unocal shares covered by the Notice of
Guaranteed Delivery, in proper form for transfer (or
confirmation of a book-entry transfer of such Unocal shares into
the Exchange Agents account at DTC), are received by the
Exchange Agent within three New York Stock Exchange trading days
after the Election Deadline. If the above requirements are not
satisfied in a timely manner, you will be deemed to have made no
election.
If your circumstances differ from those listed above, or
if you have any other questions, please contact Mellon Investor
Services at 1-866-865-6324.
DIVIDEND REINVESTMENT PLAN PARTICIPANTS
Any reference to the term certificate means Unocal
common shares held in certificate form. Your Unocal dividend
reinvestment shares are held as book entry; therefore, you will
not have any certificates to surrender. However, you are still
required to complete the Election Form as explained in the
Section entitled ELECTION OPTIONS AND REQUIRED SIGNATURES in the
INSTRUCTIONS section of this booklet. Please note: on
July 1, 2005, Unocal suspended the Unocal Dividend
Reinvestment Plan and any future dividend declared by the Unocal
board of directors will be paid in cash and will not be
reinvested. In addition, no further optional cash payments for
the purchase of additional shares will be accepted.
6
DELIVERY INSTRUCTIONS
Mellon Investor Services LLC
For information (Toll Free): 1-866-865-6324
By Regular Mail
Mellon Investor Services LLC
Reorganization Department
Post Office Box 3301
South Hackensack, NJ 07606
By Registered Insured Mail or Overnight Delivery:
Mellon Investor Services LLC
Reorganization Department
85 Challenger Road
Ridgefield Park, NJ 07660
By Hand:
Mellon Investor Services LLC
Reorganization Department
120 Broadway
13th Floor
New York, NY 10271
Use this form if you are unable to deliver your
Unocal stock certificates by the election deadline.
NOTICE OF GUARANTEED DELIVERY
OF
SHARES OF COMMON STOCK
OF
UNOCAL CORPORATION
This form must be used in connection with your election if:
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(a) |
the certificates for your shares of common stock of Unocal
Corporation (Unocal) are not immediately available
and time will not permit your stock certificates and other
required documents to be delivered to the Exchange Agent on or
before 5:00 p.m., Eastern time, on August 9, 2005 (the
Election Deadline); or |
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(b) |
the procedures for book-entry transfer cannot be completed
before the Election Deadline. |
This form and the Election Form may be delivered by hand, mail,
or facsimile transmission to Mellon Investor Services LLC, the
Exchange Agent, and must be received by the Exchange Agent on or
before the Election Deadline. If you have any questions
regarding this form or the election materials, please call
MacKenzie Partners, Inc., the Information Agent, at
(800) 322-2885.
MELLON INVESTOR SERVICES LLC
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By Mail: |
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By Hand: |
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By Overnight Courier: |
Attn: Reorganization Dept.
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Attn: Reorganization Dept |
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Attn: Reorganization Dept. |
P.O. Box 3301
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120 Broadway, 13th Floor |
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85 Challenger Road |
South Hackensack, NJ 07606
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New York, NY 10271 |
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Ridgefield Park, NJ 07660 |
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Mail Drop Reorg |
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Facsimile Transmission
(Eligible Institutions Only): |
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To confirm receipt of facsimile only: |
(201) 296-4293 |
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(201) 296-4860 |
MACKENZIE PARTNERS, INC.
From within the U.S., Canada or Puerto Rico: (800) 322-2885
(Toll Free)
Delivery of this form to an address other than as set forth
above or transmission via facsimile to a number other than the
one listed above does not constitute a valid delivery.
This form is not to be used to guarantee signatures. If a
signature on an Election Form requires a Medallion Signature
Guarantee, such Medallion Signature Guarantee must appear in the
applicable space provided on the Election Form.
Ladies and Gentlemen:
The
undersigned hereby surrenders to Mellon Investor Services LLC,
as the Exchange Agent, upon the terms and subject to the
conditions set forth in the Supplement to the Proxy Statement/
Prospectus dated July 19, 2005, the Proxy Statement/
Prospectus dated June 29, 2005 and the related Election
Form, receipt of which are hereby acknowledged, the number of
shares of common stock of UNOCAL CORPORATION specified below
pursuant to the guaranteed delivery procedure set forth below.
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Certificate No.
Number
of
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Shares Represented by Each
Certificate |
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Check here if Unocal shares will be delivered via book-entry
transfer to the Exchange Agents account at the Depository
Trust Company (DTC). |
(Firm Please Print)
(Authorized Signature)
(Address)
(Daytime Area Code and Telephone Number)
(Dated) ________________________________________________________________________________,
2005
GUARANTEE
The
undersigned (check applicable box),
o a
member firm of a registered national securities exchange,
o a
member of the National Association of Securities Dealers,
Inc., or
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a commercial bank or trust company having an office, branch, or
agency in the United States, |
hereby guarantees to deliver to the Exchange Agent certificates
representing the shares tendered hereby, in proper form for
transfer (or surrender shares pursuant to the procedure for
book-entry transfer into the Exchange Agents account at
DTC), together with (i) a properly completed and duly
executed Election Form (or facsimile thereof) with any required
signature guarantees, and (ii) any other required
documents, within three business days after the Election
Deadline of August 9, 2005 at 5:00 p.m., Eastern
time.
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(authorized signature) |
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Name: |
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Title: |
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Dated: ------------------------------------ , 2005 |
NEW ELECTION INFORMATION
July 22, 2005
Chevron Corporation/ Unocal Corporation Merger
Frequently Asked Questions
1. Why am I getting another
Election Form in the mail?
On July 19, 2005, Chevron and Unocal entered into an
amendment to the Agreement and Plan of Merger, originally
entered into by the companies on April 4, 2005. Pursuant to
this amendment, the amount of consideration that each Unocal
stockholder will receive in the event the merger is approved by
the Unocal stockholders was increased. Because of this change in
the proposed merger consideration, Unocal stockholders are being
given the opportunity to elect the form of consideration they
will receive, or to change a previous election, under the terms
of the amended merger agreement in the event the merger is
approved by the Unocal stockholders.
2. Where can I find out more
about the amended merger agreement and the change in the
proposed merger consideration?
The amendment to the merger agreement was furnished to
stockholders as part of the Supplement to the Proxy Statement/
Prospectus dated July 22, 2005. The original merger
agreement was furnished to stockholders as part of the Proxy
Statement/ Prospectus dated June 29, 2005.
3. Has the expected date of the
completion of the merger changed?
No.
The companies still expect that the merger will become effective
in the first half of August 2005. The amended merger will be
considered at a special meeting of Unocal stockholders to be
held on August 10, 2005. Based on this timetable, the
election deadline for Unocal stockholders will be
5:00 p.m., Eastern Daylight Time, August 9, 2005.
If the expected effective time of the merger and the election
deadline change, Chevron and Unocal will provide information
regarding the revised dates in a press release, on their
websites at www.chevron.com and www.unocal.com and
in a filing with the Securities and Exchange Commission. You may
also obtain up-to-date information regarding the election
deadline by calling Mellon Investor Services LLC at
1-866-865-6324 or MacKenzie Partners at 1-800-322-2885.
4. Under the terms of the
amended merger agreement, what will I receive in exchange for my
Unocal shares upon completion of the merger?
You have the opportunity to elect to receive, for each share of
Unocal common stock that you own:
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a combination of 0.618 of a share of Chevron common stock and
$27.60 in cash (a mixed election); |
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1.03 shares of Chevron common stock (subject to proration
in certain circumstances) (a stock election); or |
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$69.00 in cash (subject to proration in certain circumstances)
(a cash election). |
5. What if I have already
returned the first Election Form mailed to me based on the terms
of the initial merger agreement?
If you have previously made an election by submitting the prior
version of the Election Form and you wish to maintain the same
election under the terms of the amended merger agreement, you do
not need to send in a new Election Form or take any other
action. If you have already returned your Election Form and you
want to change the election made, return the additional Election
Form with your new election. The new Election Form will replace
the Election Form you originally submitted. For example, if you
have already submitted an election form and elected all cash on
the previous election form for $65.00 per share and you do not
submit a new election form then you will be deemed to have made
an election at $69.00 per share. If you have already returned
your Election Form and you want to revoke your election
altogether, contact the Exchange Agent,
Mellon Investor Services LLC, at 1-866-865-6324. If you are a
bank, broker or hold your shares in street name, you should call
MacKenzie Partners at 1-800-322-2885.
6. Do I have to make the same
election with respect to all of the Unocal shares that I own?
No.
You may specify the number of Unocal shares with respect to
which you want to make a stock and/or cash election in the
spaces provided in Box 7 on the Election Form, in which
case the balance of your Unocal shares, if any, will receive the
mixed consideration.
7. Will I receive any fractional
shares?
No.
No fractional shares of Chevron common stock will be delivered
in the merger. Instead, you will be entitled to receive cash,
without interest, for any fractional share of Chevron common
stock you might otherwise have been entitled to receive, based
on a portion of the proceeds from the sale of all fractional
shares in the market by the Exchange Agent.
8. How do I make an election if
I hold my shares through a broker or other nominee?
If you hold your shares through a broker or other nominee, they
must make an election for your shares on your behalf in
accordance with your instructions. Please instruct them how to
exchange your shares by completing the election instructions you
will receive from them. Please contact your broker with any
questions.
9. When is my Election Form
due?
Your Election Form and your Unocal stock certificate(s) must be
RECEIVED by the Exchange Agent, Mellon Investor Services
LLC, by the election deadline, which is 5:00 p.m.,
Eastern Daylight Time, August 9, 2005. If you hold your
shares through a broker or other nominee, you must return your
election instructions to them in time for them to respond by the
election deadline. Please refer to the instructions provided by
your broker or other nominee.
10. Am I guaranteed to receive
the Chevron common stock or cash I ask for on the Election
Form?
No.
If the result of the elections by all Unocal stockholders would
require an amount greater than the product of $27.60 and the
total number of outstanding Unocal shares to be paid in cash,
you will not receive $69.00 in cash for each share of Unocal
common stock with respect to which you have made a cash
election, but instead will receive a mix of stock and cash
calculated to preserve an overall mix of 0.618 of a share of
Chevron common stock and $27.60 in cash for all outstanding
shares of Unocal common stock taken together, after taking into
account all of the elections made by all of the Unocal
stockholders. In all cases, you will receive at least $27.60 for
each of your shares with respect to which you make a cash
election. Similarly, if the result of the elections by all
Unocal stockholders would require a number of shares of Chevron
common stock greater than the product of 0.618 and the total
number of total outstanding Unocal shares to be converted into
Chevron shares, you will not receive 1.03 shares of Chevron
common stock for each share of Unocal common stock, but instead
will receive a mix of stock and cash calculated to preserve an
overall mix of 0.618 of a share of Chevron common stock and
$27.60 in cash for all outstanding shares of Unocal common stock
taken together, after taking into account all of the elections
made by all of the Unocal stockholders. In all cases, you will
receive at least 0.618 of a share of Chevron common stock for
each of your shares with respect to which you make a stock
election.
Thus, even if you make a valid election, you may not receive
exactly the form of consideration that you request. The
proration rules referenced in this paragraph are explained in
detail under the caption The Merger Agreement
Merger Consideration beginning on page 56 of the
Proxy Statement/Prospectus, dated June 29, 2005, previously
delivered to you.
2
11. What happens if I do not
make an election, indicate more than one election choice on the
same Election Form or miss the election deadline?
If you do not make an election, indicate more than one election
choice on the same Election Form or miss the election deadline,
you will be deemed to have indicated no election as to the form
of consideration that you will receive in the merger, and you
will receive the mixed consideration, consisting of 0.618 of a
share of Chevron common stock and $27.60 in cash, for each share
of Unocal common stock that you surrender.
12. I have received more than
one set of identical Election Materials labeled New
Election Information July 22, 2005 in
connection with my election. Do I need to complete them all?
Yes. If you received more than one set of identical Election
Materials labeled New Election Information
July 22, 2005, this indicates that you own stock in
more than one manner or you own stock in more than one name. For
example, you may have shares registered directly with Unocal;
you may own Unocal shares through a third party, such as a
broker or the administrator of Unocals Dividend
Reinvestment Plan; or you may own shares in both single name and
joint name. Each set of Election Materials you receive is
specific to the manner in which you hold your Unocal shares.
Failure to complete one of the Election Forms means that no
election will be made with respect to the shares to which that
Election Form applies.
13. What are the tax
consequences associated with each of the election options?
Different tax consequences may be associated with each of the
election options. The tax consequences to you of the merger will
depend on the facts of your own situation. Therefore, you should
consult your tax advisor for a full understanding of the tax
consequences to you of exchanging your Unocal shares for Chevron
shares, cash, or a combination of Chevron shares and cash. You
can also refer to the general description of tax consequences
under the caption, The Merger-Material Federal Income Tax
Consequences of the Merger in the Proxy Statement/
Prospectus, dated June 29, 2005.
14. Will Unocal stock continue
to trade until the effective time of the merger?
Yes. Unocal stock will continue to trade on the NYSE during the
election period and until the effective time of the merger.
However, after your shares are sent to the Exchange Agent, you
will not be able to trade them.
15. What will I receive as
future dividends if I elect to receive Chevron common stock?
Your Chevron shares will be eligible for any Chevron dividends
that are declared by the Chevron Board of Directors with a
record date after the effective date of the merger. The current
Chevron dividend is $0.45 per share on a quarterly basis,
paid on or about the 10th day of March, June, September and
December.
It is important to note that if you are entitled to receive
Chevron shares in the merger, you will not receive any Chevron
dividends to which you are entitled until your Unocal stock
certificates are delivered to the Exchange Agent for exchange.
16. How long will it take to
receive cash or Chevron shares after the effective date of the
merger?
If the Exchange Agent receives a valid Election Form and your
Unocal stock certificate(s) by the Election Deadline, the cash
and/or Chevron shares to which you are entitled will be mailed
within ten business days after the effective date of the merger.
If the Exchange Agent receives your Unocal stock certificate(s)
after the Election Deadline, you will receive the cash and/or
Chevron shares as soon as practicable from the Exchange Agent.
Chevron shares will be issued via a Direct Registration
System®(DRS) stock distribution statement. You will
not receive a stock certificate.
17. What if I have lost my
Unocal stock certificate(s)?
You should complete Box 8 of the Election Form and pay the
total fee indicated therein or contact Mellon Investor Services
LLC at 1-866-865-6324.
18. What if my address has
changed?
You should either correct your address on the Election Form or
submit your new address in writing with the Election Form.
3
19. Should I insure the Unocal
stock certificate(s) I mail for exchange?
We suggest that you return your Unocal stock certificate(s) by
registered mail and insure the certificate(s) for two percent of
the value of the shares. If you choose to send your
certificates by registered insured mail or overnight delivery,
do not use the addressed envelope included with this
mailing. Please send them to the following address:
Mellon Investor Services LLC
Reorganization Department
85 Challenger Road
Ridgefield Park, NJ 07660
20. Should I sign my Unocal
stock certificate(s) before returning them?
No. Your completed and signed Election Form will replace the
necessity to sign your stock certificate(s).
21. What happens to my shares
held in the Unocal Dividend Reinvestment Plan?
The election you make on your Election Form applies to all of
your Unocal shares, including shares held in your Dividend
Reinvestment Plan account. Therefore, subject to the proration
procedures described in Answer 10 above, you will receive a
combination of Chevron common stock and cash, Chevron common
stock or cash in accordance with your election.
22. What is the trading symbol
for Chevron common stock?
Chevron common stock is listed on the New York Stock Exchange
and the trading symbol is CVX.
23. What if I have lost or
misplaced my copy of either the Supplement to the Proxy
Statement/Prospectus dated July 22, 2005 or the Proxy
Statement/Prospectus dated June 29, 2005?
In making your election to receive the mixed consideration,
shares of Chevron common stock or cash for your shares of Unocal
common stock, you should refer to the information included in
the Supplement to the Proxy Statement/Prospectus dated
July 22, 2005, mailed in connection with the amendment to
the merger agreement dated July 19, 2005 and the special
meeting of stockholders of Unocal to be held on August 10,
2005. For other information regarding the merger, you should
additionally refer to the information included in the Proxy
Statement/Prospectus dated June 29, 2005. Both documents
are available through the Securities and Exchange
Commissions website at www.sec.gov. If you have
lost or misplaced your copy of either the Supplement to the
Proxy Statement/Prospectus or the Proxy Statement/Prospectus,
you may obtain additional copies by contacting: MacKenzie
Partners at (800) 322-2885, Unocal Corporation at
(800) 252-2233 or Chevron Corporation at
(925) 842-1000.
24. After the merger, if I
receive Chevron common stock will I be automatically enrolled in
Chevrons Dividend Reinvestment Plan?
No. Shortly after the merger, you will receive information about
enrolling in Chevrons Dividend Reinvestment and Stock
Purchase Plan from Chevrons Transfer Agent, Mellon
Investor Services LLC. At that time, you may enroll in the plan
by mail or online.
25. Whom do I call if I have
additional questions or need more information?
You may contact the Exchange Agent, Mellon Investor Services
LLC, at 1-866-865-6324, or if you are a bank, broker or own your
shares in street name, contact MacKenzie Partners at
1-800-322-2885.
4
NEW ELECTION INFORMATION
(Plans)
July 22, 2005
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To: |
Participants, Beneficiaries, and Alternate Payees in the Unocal
Savings Plan |
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Re: |
Amendment to the Merger Agreement Between Unocal Corporation and
Chevron Corporation Directing the Trustee with
Respect to Electing the Form of Merger Consideration You Wish to
Receive in Exchange for the Shares of Unocal Corporation Common
Stock Allocated to Your Account in the Plan. |
Dear Participant, Beneficiary, or Alternate Payee:
As we previously notified you in a letter dated July 1,
2005, our records show that you are either a participant,
beneficiary or alternate payee in the Unocal Savings Plan (the
Plan), and this letter will describe your rights as
such in connection with the amendment to the merger agreement
between Unocal Corporation (Unocal) and Chevron
Corporation (Chevron). On July 19, 2005,
Unocal and Chevron amended the merger agreement to increase the
merger consideration each Unocal stockholder will receive in the
event the merger is approved by Unocal stockholders. At a
special meeting of the stockholders of Unocal, to be held on
August 10, 2005 (the Special Meeting), holders
of Unocal common stock (Unocal Common Stock) will be
asked to approve the amended merger agreement, pursuant
to which Unocal will merge into a wholly owned subsidiary of
Chevron (the Merger).
If you have previously made an election regarding merger
consideration by submitting the prior version of the Election
Form and you wish to maintain the same election under the terms
of the amended merger agreement, you need not send in an
additional Election Form or take any other action. If you have
previously made an election by submitting an election form and
you wish to change or revoke the election under the terms of the
amended merger agreement, you may do so by sending in the
enclosed Election Form reflecting your new election or by
contacting the Exchange Agent.
The Plan holds shares of Unocal Common Stock in trust for the
benefit of the Plans participants, beneficiaries, and
alternate payees, and as such, is a stockholder of Unocal
entitled to vote at the Special Meeting. The shares of Unocal
Common Stock that are held in the Plan are held in the name of
the Trust for the Plan and are allocated to participants
accounts. Mercer Trust Company serves as the directed trustee
(Trustee) of the Plan and holds legal title, on
behalf of the Plan, to the Unocal Common Stock allocated to the
individual accounts of Plan participants, beneficiaries, and
alternate payees. In connection with the Merger, an independent
fiduciary has been hired by Unocal to oversee the voting and
election instructions with respect to Unocal Common Stock in
Plan participants accounts (the Independent
Fiduciary). To the extent that your directions (or failure
to provide direction) regarding the form of merger consideration
to be elected are inconsistent with the requirements of the
Employee Retirement Income Security Act of 1974, as amended
(ERISA), the Trustee or the Independent Fiduciary,
as applicable, may determine not to follow your directions and
may implement an election that is deemed more prudent under the
circumstances in light of ERISA fiduciary requirements.
You have already separately received or will be receiving a
Proxy Statement/Prospectus dated June 29, 2005 (the
Proxy Statement/Prospectus), a Supplement to the
Proxy Statement/Prospectus dated July 22, 2005, and a Voting
Instruction Form for you to complete, instructing the
Trustee on how to vote the shares of Unocal Common Stock
allocated to your individual account under the Plan on the
proposals to be considered at the Special Meeting. Under the
terms of the Plan, you, as a participant, beneficiary, or
alternate payee in the Plan, may also direct the Trustee to
elect the form of merger consideration that will be received in
exchange for the shares of Unocal Common Stock allocated to your
individual account, subject to the proration and other
restrictions in the merger agreement, if the merger is
consummated.
This letter and the materials accompanying this letter provide
additional information on (1) the proposed merger,
(2) directing the Trustee with respect to electing the form
of merger consideration you wish to have allocated to your
individual account in exchange for the shares of Unocal Common
Stock allocated to your individual account if the merger is
consummated, and (3) the circumstances under which the
allocation provisions under the merger agreement and ERISA may
cause you to be allocated merger consideration different from
the election contained in your directions to the Trustee. The
information in this letter is subject to the more extensive
discussion in the Proxy Statement/Prospectus and the Supplement
thereto. If there is any conflict between this letter and the
Proxy Statement/ Prospectus and/or the Supplement thereto, the
Proxy Statement/Prospectus and the Supplement shall control. If
you have questions regarding the administrative procedures that
cover electing your preferred form of merger consideration after
reading this letter and the enclosed materials, you may contact
the Exchange Agent, Mellon Investor Services LLC, at
1-866-865-6324.
MERGER MATERIALS
In connection with the proposed merger, you, as a participant,
beneficiary, or alternate payee in the Plan, will be receiving
or have already received the following materials in addition to
this letter:
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A copy of the Proxy Statement/Prospectus and the Supplement to
the Proxy Statement/ Prospectus; and |
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A new Election Form for you to complete, instructing the
Trustee on the type of merger consideration you wish to have
allocated to your individual account in exchange for the shares
of Unocal Common Stock allocated to your individual account if
the merger is consummated. |
The foregoing items are referred to in this letter as the
Merger Materials.
You are encouraged to carefully review the Merger Materials
before deciding how to direct the Trustee on electing the type
of merger consideration you wish to have allocated to your
individual account in exchange for the shares of Unocal Common
Stock allocated to your individual account if the merger is
consummated.
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ELECTION OF MERGER CONSIDERATION FOR PLAN SHARES
Forms of Merger Consideration. Under the amended merger
agreement, you, as a participant, beneficiary, or alternate
payee in the Plan, are entitled to instruct the Trustee to elect
the type of merger consideration you wish to have allocated to
your individual account under the Plan in exchange for the
shares of Unocal Common Stock credited to your individual
account under the Plan. An Election Form has been included as
part of the Merger Materials for this purpose. The Election
options are:
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1. |
Exchange each share of Unocal Common Stock credited to your
individual account under the Plan for a combination of $27.60 in
cash and 0.618 of a share of Chevron common stock (all
mixed election). Check Box 3 on the Election Form
if you would like to elect the mixed election. If you make an
all mixed election with respect to the shares of Unocal Common
Stock credited to your individual account under the Plan, your
individual account under the Plan will be credited a combination
of 0.618 of a share of Chevron common stock (Chevron
Common Stock) and $27.60 in cash for each share of Unocal
Common Stock credited to your individual account under the Plan.
Although no fractional shares will be issued in the merger, the
Plan will engage in an aggregated transaction for all Plan
participants and accordingly will credit fractional shares to
your individual account under the Plan. The cash allocated to
your individual account as merger consideration will be
reinvested in the Plans money market account or equivalent
account. |
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2. |
Exchange each share of Unocal Common Stock credited to your
individual account under the Plan for Chevron Common Stock
(all-stock election only). Check Box 4 on
the Election Form if you would like to make the all-stock
election. If you make the all-stock election, your individual
account under the Plan will be credited 1.03 shares of
Chevron Common Stock for each share of Unocal Common Stock
credited to your individual account under the Plan, subject to
proration to preserve an overall mix of 0.618 of a share of
Chevron Common Stock and $27.60 in cash for all of the
outstanding shares of Unocal common stock taken together, after
taking into account all of the elections made by all of the
Unocal stockholders. For a more detailed description, see the
Proxy Statement-Prospectus, as amended by the Supplement to the
Proxy Statement/ Prospectus. Although no fractional shares will
be issued in the merger, the Plan will engage in an aggregated
transaction for all Plan participants and accordingly will
credit fractional shares to your individual account under the
Plan. Any cash allocated to your individual account as merger
consideration will be reinvested in the Plans money market
or equivalent account. |
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3. |
Exchange each share of Unocal Common Stock credited to your
individual account for cash (all-cash election
only). Check Box 5 on the Election Form if you
would like to make the all-cash election. If you make the
all-cash election, your individual account under the Plan will
be credited $69.00 without interest for each share of Unocal
Common Stock credited to your individual account under the Plan,
subject to proration to preserve an overall mix of 0.618 of a
share of Chevron common stock and $27.60 in cash for all of the
outstanding shares of Unocal common stock taken together, after
taking into account all of the elections made by all of the
Unocal stockholders. The cash allocated to your individual
account as merger consideration will be reinvested in the
Plans money market account or equivalent account. |
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4. |
No preference indicated as to form of consideration.
Check Box 6 on the Election Form if you do not wish to
indicate any preference as to the form of consideration you will
receive for the shares of Unocal Common Stock credited to your
individual account. If you check Box 6 on the Election
Form, or if you do not timely return a completed Election Form,
you will be deemed to have elected to receive all mixed election
merger consideration described in Section 1 above. |
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5. |
Exchange a percentage of the shares of Unocal Common Stock
credited to your individual account under the Plan for all-cash,
a percentage of the shares of Unocal Common Stock credited to
your individual account under the Plan for all-stock and a
percentage of the shares of Unocal Common Stock credited to your
individual account under the Plan for a combination of cash and
stock (combination). Check Box 7 if you
wish to make the stock election and/or the cash election with
respect to some, but not all, of the shares of Unocal Common
Stock credited to your individual |
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account under the Plan. Indicate the percentage of shares for
which you are electing to receive all stock and/or all cash in
the space provided. You will receive the mixed election for any
remaining shares. |
The material United States Federal income tax consequences of
the merger with respect to shares of Unocal Common Stock
generally are summarized on pages 34-36 of the Proxy
Statement/ Prospectus; however, you should consult your personal
tax advisor concerning the tax consequences of your directions
to the Trustee regarding the form of merger consideration you
wish to have allocated to your individual account in exchange
for the shares of Unocal Common Stock allocated to your
individual account under the Plan.
Circumstances Under Which Your Directions Regarding the Form
of Merger Consideration May Not Be Followed. Your directions
regarding the form of merger consideration you wish to have
allocated to your individual account in exchange for the shares
of Unocal Common Stock allocated to your individual account are
subject to (1) the terms, conditions, and limitations set
forth in (a) the Proxy Statement-Prospectus, (b) the
merger agreement included as Annex A to the Proxy
Statement/ Prospectus, (c) the Supplement to the Proxy
Statement/ Prospectus, including the amendment to the merger
agreement, and (d) the Instructions set forth on the
reverse side of the Election Form and (2) the requirements
of ERISA.
Specifically, your directions regarding your preferred form of
merger consideration may not be followed to the extent required
to (1) satisfy the proration procedures set forth in the
merger agreement and (2) comply with the fiduciary
requirements of ERISA.
Elections Must Comply With the Proration Procedures Under the
Merger Agreement. Because the amended merger agreement
generally provides that the Unocal Common Stock outstanding at
the closing will be converted to preserve an overall mix of
0.618 of a share of Chevron Common Stock and $27.60 in cash for
all outstanding shares of Unocal Common Stock taken together, a
Unocal stockholder may actually receive a combination of cash
and shares of Chevron Common Stock for his, her or its Unocal
Common Stock that is different than what such stockholder
elected depending on the elections made by other Unocal
stockholders. All elections will be subject to the allocation
and proration procedures described in the merger agreement.
If shareholders owning more than the applicable percentage of
the outstanding shares of Unocal Common Stock necessary to
preserve the overall mix described above elect to receive cash,
the number of shares of Unocal Common Stock that will be
exchanged for cash will be reduced on a pro rata basis.
Similarly, if shareholders owning more than applicable
percentage of the outstanding shares of Unocal Common Stock
necessary to preserve the overall mix described above elect to
receive shares of Chevron Common Stock, the number of shares of
Unocal Common Stock that will be exchanged for shares of Chevron
Common Stock will be reduced on a pro rata basis.
Elections Must Comply With ERISAs Fiduciary
Requirements. The Plan is governed by ERISA. Accordingly,
your directions regarding the form of merger consideration to be
elected in exchange for the shares of Unocal Common Stock
allocated to your individual account under the Plan are subject
to the requirements of ERISA. To the extent that your directions
(or failure to provide direction) regarding the form of merger
consideration to be elected are inconsistent with the
requirements of ERISA, the Independent Fiduciary may determine
not to follow your directions and may implement an election that
is deemed more prudent under the circumstances in light of ERISA
fiduciary requirements.
If you wish to instruct the Trustee with respect to electing
the type of merger consideration you wish to have allocated to
your individual account in exchange for the shares of Unocal
Common Stock allocated to your Plan individual account, you must
complete, sign, date, and return an Election Form to Mellon
Investor Services LLC as tabulating agent for the Trustee in the
enclosed envelope by 11:59 p.m. Eastern Daylight Time on
August 5, 2005. If you do not timely return a completed
Election Form, the shares of Unocal Common Stock allocated to
your Plan individual account will be treated as though you had
made no election.
4
Procedures have been established to maintain the confidentiality
of your vote and your election. Your Election Form and any other
communications you have with Mellon Investor Services LLC, the
Trustee and the Independent Fiduciary will be held in confidence
by the Trustee and the Independent Fiduciary and will not be
released or divulged to anyone, except as required by law. Your
election of merger consideration will not be disclosed to
Unocal, Chevron or any of their respective affiliates.
Your decision is important. You are encouraged to carefully
review the Merger Materials and to return your completed
Election Form in a timely manner.
DELIVERY INSTRUCTIONS
Mellon Investor Services LLC
For information (Toll Free): 1-866-865-6324
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By Regular Mail: |
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By Hand: |
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By Registered Insured Mail |
Mellon Investor Services LLC |
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Mellon Investor Services LLC |
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or Overnight Delivery: |
Reorganization Department |
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Reorganization Department |
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Mellon Investor Services LLC |
Post Office Box 3301 |
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120 Broadway |
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Reorganization Department |
South Hackensack, NJ 07606 |
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13th Floor |
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85 Challenger Road |
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New York, NY 10271 |
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Ridgefield Park, NJ 07660 |
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AMENDED UNOCAL SAVINGS PLAN ELECTION FORM
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(PLANS) |
Pursuant to the terms of Amendment No. 1 to the Agreement and Plan of
Merger, as described and set forth in the Supplement to the Proxy
Statement/Prospectus dated July 22, 2005, upon consummation of the
merger each share of Unocal Corporation Common Stock will be converted
into the right to receive either a mix of Chevron Corporation common
stock and cash, stock, or cash. As a Unocal Corporation stockholder you are being given the
opportunity to elect for each Unocal share:
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a combination of 0.618 of a share of Chevron common stock and $27.60 in cash (the mixed election); |
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1.03 shares of Chevron common stock (the all-stock election); or |
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$69 in cash (the all-cash election). |
Your election is subject to certain proration rules, as described in the
Supplement to the Proxy Statement/Prospectus and the Proxy
Statement/Prospectus.
The undersigned authorizes and directs Mercer Trust Company, as the directed trustee of the Plan, to elect the form of
merger consideration the undersigned wishes to have allocated to the
undersigneds individual
account(s) in exchange for
the shares of Unocal Corporation Common Stock allocated to the undersigneds individual account(s) under the Plan. The
undersigned has read and understood the letter of instruction accompanying this election form.
(1)
Signature:
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X |
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Signature of Participant
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Date
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Daytime Telephone # |
PLEASE CERTIFY YOUR TAXPAYER ID OR SOCIAL SECURITY NUMBER
BY SIGNING BELOW.
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If the Taxpayer ID Number printed
above is INCORRECT OR if the
space is BLANK write in the
CORRECT number here.
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Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer
identification number (or I am waiting for a number to be
issued to me), and
2. I am not subject to backup withholding because: (a) I
am exempt from backup withholding, or (b) I have not been
notified by the Internal Revenue Service (IRS) that I am
subject to backup withholding as a result of a failure to
report all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to backup
withholding, and
3. I am a U.S. person (including a U.S. resident alien).
Certification instructions. You must cross out item 2
above if you have been notified by the IRS that you are
currently subject to backup withholding because you have
failed to report all interest and dividends on your tax
return.
PLACE ANx IN ONE ELECTION BOX ONLY
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(3) o All Mixed Election
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(4) o All
Stock Election Only |
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(5) o All Cash Election Only
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(6) o No Election |
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(7) o Combination*
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Cash
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Stock
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Shares
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Shares |
*Any remaining shares will receive the mixed
election consideration. You will receive the mixed
election consideration if you check Box 7 but do not
indicate a percentage.
If Mellon Investor Services, the tabulating agent for the Trustee, has not RECEIVED an effective
Election Form from a participant at the Mellons designated office by 11:59 p.m., Eastern Daylight
Time, on or prior to August 5, 2005, such participant shall be deemed to have made no election and
such participants shares of Unocal Corporation Common Stock under the Plan shall be deemed to be
No Election Shares (as defined in the Merger Agreement).
INSTRUCTIONS FOR COMPLETING THE ELECTION FORM
(1) |
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Sign, date and include your daytime telephone number in this Election Form in Box 1 and after
completing all other applicable sections return this form in the enclosed envelope. |
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(2) |
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PLEASE SIGN IN BOX 2 TO CERTIFY YOUR TAXPAYER ID OR SOCIAL SECURITY NUMBER if you are a U.S.
Taxpayer. If the Taxpayer ID or Social Security Number is incorrect or blank, write the corrected
number in Box 2 and sign to certify. |
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If you are electing to receive the all mixed election for all of your Unocal shares, please check
this box. |
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(4) |
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If you are electing to receive all stock, please check this box
only. |
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If you are electing to receive all cash, please check this box only. |
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To specify no election, please check this box only. |
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If you choose the combination, you must indicate the percentage of shares for which you are
electing to receive all stock and the percentage of shares for which you are electing to receive
all cash. You will receive the mixed election consideration for any remaining shares. |
HOW TO CONTACT MELLON INVESTOR SERVICES
By Telephone 9 a.m. to 7 p.m. Eastern Daylight Time, Monday through Friday, except for bank holidays:
From within the U.S., Canada or Puerto Rico:
1-866-865-6324 (Toll Free)
From outside the U.S.:
1-201-329-8660 (Collect)
WHERE TO FORWARD YOUR ELECTION FORM
By Regular Mail:
Mellon Investor Services LLC
Attn: Reorganization Dept.
P.O. Box 3301
South Hackensack, NJ 07606
By Overnight Courier or
Registered Insured Mail:
Mellon Investor Services LLC
Attn: Reorganization Dept.
85 Challenger Road
Mail DropReorg
Ridgefield Park, NJ 07660
By Hand:
Mellon Investor Services LLC
Attn: Reorganization Dept.
120 Broadway, 13th Floor
New York, NY 10271
UNOCAL SAVINGS PLAN
ELECTION FORM (REVERSE SIDE)
INSTRUCTIONS
A. |
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SPECIAL CONDITIONS. |
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Time in Which to Elect. To be effective, an Election on this form must be properly completed,
signed, dated, and returned to Mellon Investor Services, the
tabulating agent for the Trustees,
in the enclosed envelope, and must be received by Mellon no later than 11:59 p.m., Eastern
Daylight Time, on August 5, 2005. Subject to the requirements of the Employee Retirement
Income Security Act of 1974, as amended (ERISA), the merger consideration for shares of
Unocal common stock held in the account(s) of Plan participants, beneficiaries, and alternate
payees whose Election Forms are not so received (whether due to the Election Form being
received late, not being received at all, or not being
properly completed) will be calculated as if the participant, beneficiary or alternate payee
made an all mixed election. |
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Change or Revocation of Election. An Election may be changed or revoked by giving written
notice to Mellon Investor Services, the tabulating agent for the Trustee. All Elections will be
irrevocable after 11:59 p.m., Eastern Daylight Time, on August 5, 2005. |
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Nullification of Election. All Election Forms will be void and of no effect if the merger is
not consummated. |
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ERISA. An Election is subject to the requirements of ERISA. |
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PRORATION PROCEDURES. |
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It is understood that this Election is subject to the terms, conditions and limitations set
forth in the merger agreement and this Election Form. In particular, all Elections are subject
to the limitation that the Unocal common stock outstanding at the closing will be converted to
preserve an overall mix of 0.618 of a share of Chevron common stock and $27.60 in cash for all
outstanding shares of Unocal common stock taken together. Chevron cannot, therefore, ensure that
all Unocal stockholders will receive their election preferences. Any adjustments to the
elections will be made in accordance with the allocation and proration procedures set forth in
the merger agreement that is attached as Annex A to the Proxy Statement-Prospectus dated June
29, 2005 and described under The Merger Agreement Merger Consideration in the Proxy
Statement-Prospectus, as amended. The undersigned acknowledges receipt, prior to execution of
the Election Form, of the Proxy Statement-Prospectus and the Supplement to the Proxy
Statement/Prospectus dated July 22, 2005. |
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C. |
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GENERAL. |
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Execution and Delivery Instructions. This Election Form must be properly completed, signed,
dated, and returned to Mellon Investor Services, in the enclosed envelope so that it will be
received no later than 11:59 p.m., Eastern Daylight Time, on August 5, 2005. This Election
Form may also be sent to Mellon by overnight mail (at the Plan participants, beneficiarys,
or alternate payees expense) to the following address: |
Mellon Investor Services LLC.
Attn: Reorganization Dept
85 Challenger Rd
Mail Drop - Reorg
Ridgefield Park, NJ 07660
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Multiple Elections Not Allowed. A Plan participant, beneficiary, or alternate payee must make
a single Election for all shares of Unocal common stock allocated to his or her individual
account(s) under the Unocal Savings Plan. |
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Tax Consequences. Since individual circumstances may differ, a Plan participant, beneficiary,
or alternate payee should consult his or her personal tax advisor to determine the tax
consequences of the form of merger consideration, including the effect of foreign, federal,
state, local or other tax laws. |
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Miscellaneous. All questions with respect to this Election Form and the Elections (including,
without limitations, questions relating to the timeliness or effectiveness of any Election and
computations as to proration) will be determined by a Plan fiduciary, which determinations
shall be conclusive and binding. |
IMPORTANT: In the event that the number of shares of Unocal Common Stock to be exchanged for either
cash or Chevron Common Stock exceed the limitations set forth in the merger agreement, as
described in the Proxy Statement-Prospectus, the shares of Unocal Common Stock as to which
Elections have been made to receive the form of consideration which is over-subscribed will be
reduced to preserve an overall mix of 0.618 of a share of Chevron common stock and $27.60 in cash
for all of the outstanding shares of Unocal Common Stock taken together, after taking into account
all of the elections made by all of the Unocal stockholders, as further described in the Proxy
Statement-Prospectus. In addition, an Election is subject to the requirements of ERISA. Also, any
cash allocated to your individual account as merger consideration will initially be reinvested in
the Plans money market account or similar account.
NEW ELECTION INFORMATION
July 22, 2005
(Plans)
Chevron Corporation/ Unocal Corporation Merger
Frequently Asked Questions
1. Why am I getting another
Election Form in the mail?
On July 19, 2005, Chevron and Unocal entered into an
amendment to the Agreement and Plan of Merger, originally
entered into by the companies on April 4, 2005. This
amendment has the effect of increasing the merger consideration
paid to Unocal stockholders for their shares. Because of this
change in the proposed merger consideration, Unocal stockholders
are being given the opportunity to elect the form of
consideration they will receive, or to change the previous
election, under the amended terms of the merger agreement.
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2. |
Where can I find out more about the amended merger agreement
and the change in the proposed merger consideration? |
The amendment to the merger agreement was furnished as part of
the Supplement to the Proxy Statement/ Prospectus dated
July 22, 2005. The original merger agreement was furnished
as part of the Proxy Statement/Prospectus dated June 29,
2005.
3. Has the expected date of the
completion of the merger changed?
No.
The companies still expect that the merger will become effective
in the first half of August 2005. The amended merger will be
considered at a special meeting of Unocal stockholders to be
held on August 10, 2005. Based on this timetable, the
election deadline for Unocal stockholders will be
5:00 p.m., Eastern Daylight Time, August 9, 2005.
If the expected effective time of the merger and the election
deadline change, Chevron and Unocal will provide information
regarding the revised dates in a press release, on their
websites at www.chevron.com and www.unocal.com and
in a filing with the Securities and Exchange Commission. You may
also obtain up-to-date information regarding the election
deadline by calling Mellon Investor Services LLC at
1-866-865-6324 or MacKenzie Partners at 1-800-322-2885.
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4. |
Under the terms of the amended merger agreement, what type of
merger consideration may I elect to have allocated to my
individual account under the Plan? |
You have the opportunity to elect to have allocated to your
individual account under the Plan, for each share of Unocal
common stock that is credited to your individual account, either:
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a combination of $27.60 cash and 0.618 of a share of Chevron
common stock (subject to proration in certain circumstance) (a
all mixed election); |
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1.03 shares of Chevron Corporation stock (subject to
proration in certain circumstance) (an all stock
election); or |
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$69.00 in cash (subject to proration in certain circumstances)
(an all cash election). |
These elections are described in detail in the accompanying
letter of transmittal. Also, see Q&A 8, below, on when
an election may be changed.
5. Will I receive any fractional
shares?
Yes.
Although no fractional shares of Chevron stock will be delivered
in the merger, the Plan will engage in an aggregated transaction
for all Plan participants, and will then allocate interests in
fractional shares to individual participant accounts.
6. When is my Election Form
due?
Your election form must be received by Mellon Investor Services
LLC as agent for Mercer Trust Company which serves as the
trustee (Trustee) of the Plan and holds legal title,
on behalf of the Plan, to the Unocal common stock allocated to
the individual accounts of Plan participants, beneficiaries, and
alternate payees by the election deadline which is
11:59 p.m., Eastern Daylight Time, on August 5, 2005.
7. What happens if I do not make
an election or I miss the election deadline?
If you do not make an election or you miss the election deadline
you will be deemed to have made an election to receive the all
mixed election described above.
8. If I make a valid election
can it be changed?
Yes. Unocal has hired an independent fiduciary to oversee the
election instructions with respect to Unocal common stock in
Plan participants accounts. This means that the
independent fiduciary will direct the trustee of the Plan about
how to vote the shares of Unocal common stock in the Plan in the
Merger. To the extent that your directions (or failure to
provide direction) regarding the form of merger consideration to
be elected are inconsistent with the requirements of the
Employee Retirement Income Security Act of 1974, as amended
(ERISA), the trustee or the independent fiduciary,
as applicable, may not follow your directions and may implement
an election that is deemed more prudent under the circumstances
in light of ERISA fiduciary requirements.
In addition, if the result of the elections by all Unocal
stockholders would require an amount greater than the product of
$27.60 and the total number of outstanding Unocal shares to be
paid in cash, you will not have credited to your account under
the Plan $69.00 in cash for each share of Unocal common stock
with respect to which you have made an all cash election, but
instead will have credited a mix of stock and cash calculated to
preserve an overall mix of 0.618 of a share of Chevron common
stock and $27.60 in cash for all outstanding shares of Unocal
common stock taken together, after taking into account all of
the elections made by all of the Unocal stockholders. In all
cases, you will have credited to your account under the Plan at
least $27.60 for each of the shares with respect to which you
make an all cash election. Similarly, if the result of the
elections by all Unocal stockholders would require a number of
shares of Chevron common stock greater than the product of 0.618
and the total number of total outstanding Unocal shares to be
converted into Chevron shares, you will not have credited to
your account under the Plan 1.03 shares of Chevron common
stock for each share of Unocal common stock with respect to
which you have made an all stock election, but instead will have
credited a mix of stock and cash calculated to preserve an
overall mix of 0.618 of a share of Chevron common stock and
$27.60 in cash for all outstanding shares of Unocal common stock
taken together, after taking into account all of the elections
made by all of the Unocal stockholders. In all cases, you will
have credited to your account under the Plan at least 0.618 of a
share of Chevron common stock for each of your shares with
respect to which you make an all stock election. Thus, even if
you make a valid election, you may not have credited to your
account under the Plan exactly the form of consideration that
you request. The allocation rules referenced in this paragraph
are explained in detail under the caption The Merger
Agreement Merger Consideration in the Proxy
Statement/ Prospectus, dated June 29, 2005, and in the
Supplement to the Proxy Statement/ Prospectus dated
July 22, 2005, both of which have been sent to you.
You may revoke or change your election at any time prior to the
deadline described in Q&A 3 above.
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9. |
Will I have access to my Unocal shares and be able to
transact those shares up until the election deadline? |
No.
There will be a blackout period for transactions involving
Unocal stock beginning on the fifth business day prior to the
effective date of the merger. We presently expect that the
merger will occur in the first half of August 2005. Accordingly,
the blackout period will begin on August 3, 2005. The
blackout period will end approximately six business days after
the effective date of the merger. The blackout period is
necessary in order to provide the election agent and the Plan
administrator enough time to make a valid election on your
behalf and enough time to receive the appropriate compensation
due to you and make the proper allocations into your account.
During the blackout period, you will have the same access as
usual to investments other than Unocal stock in your plan
account. This means that you can transfer among investments as
long as the investment is not Unocal stock.
10. What are the tax
consequences of electing cash, shares or a combination
election?
There are no immediate tax consequences to a Plan participant
with respect to Unocal stock held in the Plan because the Plan
is generally exempt from income taxation. If you receive Chevron
stock, then Chevron stock will become part of your Plan account.
If you receive cash, then the cash will go into the Plans
money market fund (or equivalent fund). However, if you have
made after-tax contributions to the Plan or you receive a lump
sum distribution under certain circumstances, the form of
consideration you receive for the shares of Unocal stock
allocated to your Plan account may affect your tax consequences
at the time of distribution of your account by the Plan if you
elect to apply the special tax rules applicable to net
unrealized appreciation on employer stock distributed by a
tax-qualified retirement plan. You should consult your personal
tax advisor concerning the tax consequences of the form of
merger consideration allocated to your account in the Plan in
exchange for the shares of Unocal Common Stock allocated to your
account under the Plan.
11. What happens after the
blackout period ends?
You will have the same access to your account as before the
blackout period. For example, you can transfer into and out of
investments, subject to regular Plan rules.
12. Who do I call if I have
additional questions or need more information?
You may contact the Exchange Agent, Mellon Investor Services
LLC, at 1-866-865-6324.
3
NEW ELECTION INFORMATION
July 22, 2005
(Restricted)
Dear Unocal Employees with Restricted Stock:
Thank you for your support as we work toward completing the
merger between Chevron Corporation and Unocal Corporation. On
July 19, 2005, pursuant to an amendment to the Agreement
and Plan of Merger, originally entered into by Chevron and
Unocal on April 4, 2005, the proposed terms of the merger
were changed to increase the amount of consideration each Unocal
stockholder will receive in the event the merger is approved by
Unocal stockholders. The merger, on its revised terms, will be
considered at a special meeting of Unocal stockholders to be
held on August 10, 2005. Pending receipt of stockholder
approval, we presently expect that the merger will become
effective in the first half of August 2005.
Under the terms of the amended merger agreement, each Unocal
stockholder has the opportunity to elect to receive, for each
share of Unocal common stock that he or she owns, a combination
of 0.618 of a share of Chevron common stock and $27.60 in cash
(the mixed election), 1.03 shares of Chevron
common stock (the stock election), or $69.00 in cash
(the cash election).
As before, stockholders may make the mixed election, the stock
election and/or the cash election with respect to all or any
number of their Unocal shares. The cash elections and stock
elections of Unocal stockholders will be subject to proration to
preserve an overall mix of 0.618 of a share of Chevron common
stock and $27.60 in cash for all of the outstanding shares of
Unocal common stock taken together, after taking into account
all of the elections made by all of the Unocal stockholders.
If you have already delivered your Election Form to the
Exchange Agent to make your election under the original terms of
the merger and you want your election to stay the same under the
revised terms of the merger, you DO NOT need to send in an
additional Election Form or take any other action. If you have
already delivered your Election Form and you would like to
change or revoke your election, you should either deliver the
enclosed Election Form, filled out to reflect your new election,
or contact the Exchange Agent at 1-866-865-6324.
All the documents necessary to complete your election based on
the revised terms of the merger are included in this package.
Please review the following documents carefully:
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(1) |
The Election Form for making your mixed election, stock
election, cash election, or a combination of mixed, stock and/or
cash elections and for surrendering your Unocal stock
certificate(s), which includes a Substitute Form W-9
to certify your taxpayer identification/social security
number. |
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(2) |
The Instructions for Completing the Election Form
regarding the election process. |
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(3) |
A Notice of Guaranteed Delivery to be used if none of the
procedures for delivering your Unocal stock certificate(s) can
be completed on a timely basis. |
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(4) |
Frequently Asked Questions. |
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(5) |
A Return Envelope for mailing items to the Exchange
Agent, Mellon Investor Services LLC. |
Please complete the Election Form, attach the stock
certificate(s) representing the Unocal shares covered by your
election or a properly completed Notice of Guaranteed Delivery,
and deliver these items to Mellon Investor Services LLC. This
form and your stock certificate(s) or Notice of Guaranteed
Delivery must be RECEIVED no later than the election deadline,
which will be 5:00 p.m., Eastern Daylight Time, on
August 9, 2005. In the event that the expected
effective time of the merger and the
NEW ELECTION INFORMATION
election deadline change, we will announce the revised dates, in
a press release, on our web sites at www.unocal.com and
www.chevron.com, and in a filing with the Securities and
Exchange Commission. You may also obtain up-to-date information
regarding the election deadline by calling the Exchange Agent at
1-866-865-6324.
There is a limited period of time for you to deliver your
Election Form and your Unocal stock certificate(s). Therefore,
we encourage you to submit your Election Form and Unocal stock
certificate(s) promptly. If you do not make a valid election,
you will be deemed to have made an election to receive the mixed
consideration for all of your shares of Unocal common stock
surrendered with the Election Form. You should note that if you
elect to receive Chevron common stock, the value of the shares
you receive will depend on the market value of Chevrons
common stock at the effective time of the merger. Information
regarding Chevron stock prices can be obtained by calling the
Exchange Agent at 1-866-865-6324 or on Chevrons web site
at www.chevron.com.
You can find additional information on the merger, its revised
terms and related transactions in the Proxy Statement/
Prospectus dated June 29, 2005 and the Supplement to the
Proxy Statement/ Prospectus dated July 22, 2005, both
available through the Securities and Exchange Commissions
website at www.sec.gov, as well as in the enclosed
Instructions for Completing the Election Form. The answer to
Question No. 23 in the enclosed Frequently Asked Questions
explains how you can obtain a copy of the Proxy Statement/
Prospectus and/or the Supplement to the Proxy Statement/
Prospectus. The information contained in the Proxy Statement/
Prospectus speaks as of June 29, 2005, and does not reflect
subsequent developments. The information contained in the
Supplement to the Proxy Statement/ Prospectus speaks as of
July 22, 2005, and does not reflect subsequent
developments. However, both documents incorporate by reference
subsequent filings with the Securities and Exchange Commission
by Chevron and Unocal. You should rely only on the information
contained or expressly incorporated by reference in the Proxy
Statement/ Prospectus and the Supplement to the Proxy Statement/
Prospectus. We have not authorized anyone to provide you with
information that is different from what is contained or
incorporated by reference in those documents.
If you cannot locate your stock certificate(s) or should you
have any questions regarding the forms or the election process,
contact the Exchange Agent, Mellon Investor Services, LLC at
1-866-865-6324. If you are a bank, broker or own your shares in
street name, please contact MacKenzie Partners at 1-800-322-2885.
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Bryan J. Pechersky
Corporate Secretary
Unocal Corporation |
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Lydia I. Beebe
Corporate Secretary
Chevron Corporation |
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AMENDED UNOCAL CORPORATION ELECTION FORM
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(RESTRICTED) |
Pursuant to the terms of Amendment No. 1 to the Agreement and Plan of
Merger, as described and set forth in the Supplement to the Proxy
Statement/Prospectus dated July 22, 2005, upon consummation of the
merger each share of Unocal Corporation Common Stock will be converted
into the right to receive either a mix of Chevron Corporation common
stock and cash, stock, or cash. As a Unocal Corporation, you are being given the opportunity to elect
for each Unocal share:
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a combination of 0.618 of a share of Chevron common stock and $27.60 in cash (the mixed election); |
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1.03 shares of Chevron common stock (the all-stock election); or |
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$69 in cash (the all-cash election). |
Your election is subject to certain proration rules, as described in the
Supplement to the Proxy Statement/Prospectus and the Proxy
Statement/Prospectus.
I/we the undersigned, surrender to you for exchange the share(s) identified below. I/we certify that I have complied with all
requirements as stated in the instructions on the reverse side, was the registered holder(s) of the shares of Unocal
Corporation common stock, have full authority to surrender these shares and give the instructions in this Election Form and
warrant that these shares are free and clear of all liens, restrictions, adverse claims and encumbrances except for the
restrictions imposed by the applicable restricted stock award documents.
Please complete the back if you would like to transfer ownership or request special mailing.
(1) |
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Signature: This form must be signed by the registered holder(s) exactly as their name(s) appear(s) on the certificate(s) or by person(s) authorized to sign on behalf of the registered holder(s) by documents transmitted herewith. |
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X |
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Signature
of Stockholder
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Date
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Daytime Telephone # |
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Signature
of Stockholder
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Date
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Daytime Telephone # |
PLEASE CERTIFY YOUR TAXPAYER ID OR SOCIAL SECURITY NUMBER
BY SIGNING BELOW.
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If the Taxpayer ID Number printed
above is INCORRECT OR if the
space is BLANK write in the
CORRECT number here.
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Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer
identification number (or I am waiting for a number to be
issued to me), and
2. I am not subject to backup withholding because: (a) I
am exempt from backup withholding, or (b) I have not been
notified by the Internal Revenue Service (IRS) that I am
subject to backup withholding as a result of a failure to
report all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to backup
withholding, and
3. I am a U.S. person (including a U.S. resident alien).
Certification instructions. You must cross out item 2
above if you have been notified by the IRS that you are
currently subject to backup withholding because you have
failed to report all interest and dividends on your tax
return.
PLACE AN x IN ONE ELECTION BOX ONLY
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(3) o All Mixed Election
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(4) o All
Stock Election Only |
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(5) o All Cash Election Only
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(6) o No Election |
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(7) o Combination*
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Cash
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Stock
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Shares
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Shares |
*Any remaining shares will receive the mixed eletion consideration.
If the Exchange Agent has not RECEIVED an effective Election Form from a holder of shares of Unocal
Corporation Common Stock at the Exchange Agents designated office by 5:00 p.m., Eastern Daylight Time, on
or prior to August 9, 2005, such holder shall be deemed to have made no election and such holders shares of
Unocal Corporation Common Stock shall be deemed to be No Election Shares (as defined in the Merger
Agreement).
INSTRUCTIONS FOR COMPLETING THE ELECTION FORM
PLEASE NOTE: TOTAL RESTRICTED SHARES YOU HOLD ARE LISTED ABOVE YOUR NAME AND ADDRESS
(1) |
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Sign, date and include your daytime telephone number in this Election Form in Box 1 and after completing all other applicable
sections return this form in the enclosed envelope. |
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PLEASE SIGN IN BOX 2 TO CERTIFY YOUR TAXPAYER ID OR SOCIAL SECURITY NUMBER if you are a U.S. Taxpayer.
If the Taxpayer ID or Social Security Number is incorrect or blank, write the corrected number in Box 2 and sign to certify. If you
are a non U.S. Taxpayer, please complete and return form W-8BEN. |
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If you are electing to receive the mixed election for all of your Unocal shares, please check this box. |
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If you are electing to receive all stock, please check this box only. |
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If you are electing to receive all cash, please check this box only. |
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To specify no election, please check this box only. |
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If you choose the combination, you must indicate the number of shares for which you are electing to receive all stock and the
number of shares for which you are electing to receive all cash. You will receive the mixed election consideration for any remaining shares. |
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If you want your Chevron common DRS Stock Distribution Statement to be issued in another name, complete the Special Transfer
Instructions in Box 8. Signature(s) in Box 8 must be medallion guaranteed. |
HOW TO CONTACT MELLON INVESTOR SERVICES
By Telephone 9 a.m. to 7 p.m. Eastern Daylight Time, Monday through Friday, except for bank holidays:
From within the U.S., Canada or Puerto Rico:
1-866-865-6324 (Toll Free)
From outside the U.S.:
1-201-329-8660 (Collect)
WHERE TO FORWARD YOUR ELECTION FORM
By Regular Mail:
Mellon Investor Services LLC
Attn: Reorganization Dept.
P.O. Box 3301
South Hackensack, NJ 07606
By Overnight Courier or
Registered Insured Mail:
Mellon Investor Services LLC
Attn: Reorganization Dept.
85 Challenger Road
Mail DropReorg
Ridgefield Park, NJ 07660
By Hand:
Mellon Investor Services LLC
Attn: Reorganization Dept.
120 Broadway, 13th Floor
New York, NY 10271
(8)
Special Transfer Instructions
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If you want your Chevron Corporation common DRS Stock
Distribution Statement to be issued in another name,
fill in this section with the information for the
new account name.
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Signature Guarantee Medallion |
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Name (Please Print First, Middle & Last Name)
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(Title of Officer Signing this Guarantee) |
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Address (Number and Street)
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(Name of Guarantor Please Print) |
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(City, State & Zip Code)
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(Address of Guarantor Firm) |
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(Tax Identification or Social Security Number) |
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NEW ELECTION FORM INSTRUCTIONS
July 22, 2005
(Restricted)
INSTRUCTIONS FOR COMPLETING THE ELECTION FORM
These instructions are for the accompanying Election Form for
Unocal employees with restricted stock. All elections are
subject to the Agreement and Plan of Merger, dated April 4,
2005, by and among Unocal Corporation (Unocal),
Chevron Corporation (Chevron) and Blue Merger Sub, a
wholly owned subsidiary of Chevron (the merger
agreement), as amended by Amendment No. 1
(the amendment) on July 19, 2005
(the amended merger agreement). The merger agreement
was furnished as part of the Proxy Statement/ Prospectus dated
June 29, 2005, and the amendment was furnished as part of
the Supplement to the Proxy Statement/ Prospectus dated
July 22, 2005. Pursuant to the amendment, the amount of
consideration that each Unocal stockholder will receive in the
event the merger is approved by Unocal stockholders was
increased.
GENERAL INSTRUCTIONS
The Election Form is to be completed and submitted to Mellon
Investor Services, LLC (the Exchange Agent) prior to
the Election Deadline indicated below by those holders of Unocal
restricted shares desiring to make an Election.
No interest will accrue on any cash consideration or any cash in
lieu of fractional shares.
Any holder of Unocal restricted shares who has made an election
by submitting an Election Form to the Exchange Agent may at any
time prior to the Election Deadline change that holders
election by submitting to the Exchange Agent a revised,
later-dated Election Form, properly completed and signed, that
is received by the Exchange Agent prior to the Election
Deadline. Any holder of Unocal restricted shares may at any time
prior to the Election Deadline revoke an election and withdraw
the surrender of the holders Unocal restricted shares by
written notice to the Exchange Agent received prior to the
Election Deadline. After the Election Deadline, a holder of
Unocal restricted shares may not change an election and may not
withdraw the surrender of such holders restricted shares
unless the merger agreement is terminated.
If the Exchange Agent, Mellon Investor Services LLC, has not
RECEIVED a properly completed Election Form from a holder of
shares of Unocal common stock at the Exchange Agents
designated office by 5:00 p.m., Eastern Daylight Time, on
or prior to August 9, 2005 (the Election
Deadline), such holder shall be deemed to have made no
election and such holders shares of Unocal common stock
shall be deemed to be No Election Shares (as defined in the
merger agreement).
ELECTION FORM
ABOUT YOU AND YOUR SHARES (BOX 1)
Shown above Box 1 of the Election Form are the registration
of your account and the number of shares of restricted stock
owned by you as reflected on the records of Unocal at the time
of mailing these instructions. The total shares are above your
name and address.
Strike any incorrect address information that is printed above
Box 1 of the Election Form. Clearly print the correct
address in the space beside the printed information.
ELECTION OPTIONS AND REQUIRED SIGNATURES (BOXES 1-7)
The terms of the merger agreement allow you to choose, subject
to certain limitations, the type of consideration you receive
for each of your shares. For more information, please refer to
the Supplement to the Proxy Statement/ Prospectus dated
July 22, 2005 and the Proxy Statement/ Prospectus dated
June 29, 2005.
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A) |
Payment Options (BOXES 3-7) |
Select from the following options:
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Box 3. |
Exchange each of your Unocal shares for a combination of
$27.60 in cash and 0.618 of a share of Chevron common stock
(all mixed election). Check Box 3 on
the Election Form if you would like to elect the mixed election
for all of your Unocal shares being surrendered with this
Election Form. |
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Box 4. |
Exchange each of your Unocal shares for Chevron common stock
(all-stock election only). Check Box 4 on
the Election Form if you would like to make the all-stock
election for each of your Unocal shares being surrendered with
this election form. You will receive 1.03 shares of Chevron
common stock for each Unocal share, subject to proration to
preserve an overall mix of 0.618 of a share of Chevron common
stock and $27.60 in cash for all of the outstanding shares of
Unocal common stock taken together, after taking into account
all of the elections made by all of the Unocal stockholders. No
fractional shares will be issued and you will receive a cash
payment in lieu of fractional shares. |
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Box 5. |
Exchange each of your Unocal shares for cash (all-cash
election only). Check Box 5 on the Election Form
if you would like to make the all-cash election for all of your
Unocal shares being surrendered with this Election Form. You
will receive $69.00 for each Unocal share you surrender, subject
to proration to preserve an overall mix of 0.618 of a share of
Chevron common stock and $27.60 in cash for all of the
outstanding shares of Unocal common stock taken together, after
taking into account all of the elections made by all of the
Unocal stockholders. |
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Box 6. |
No preference indicated as to form of consideration.
Check Box 6 on the Election Form if you do not wish to
indicate any preference as to the form of consideration you will
receive for your Unocal shares in the merger. |
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Box 7. |
Exchange of some of your Unocal shares for all cash, some of
your Unocal shares for all stock and some of your Unocal shares
for a combination of cash and stock
(combination). Check Box 7 if you wish to
make the stock election and/or the cash election with respect to
some, but not all, of your Unocal shares being surrendered with
the Election Form. Indicate the number of shares for which you
are electing to receive all stock and/or all cash in the space
provided. You will receive the mixed election for any remaining
shares. |
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B) |
Required Signatures (Box 1) |
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You must sign the Election Form as your name is listed on
the election form. Please be sure to include your daytime
telephone number. |
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By your signature, you (1) acknowledge receipt of the
Supplement to the Proxy Statement/ Prospectus and the Proxy
Statement/ Prospectus and agree that all elections, instructions
and orders in the Election Form are subject to the terms and
conditions of the amended merger agreement, the Supplement to
the Proxy Statement/ Prospectus, the Proxy Statement/ Prospectus
and the instructions applicable to the Election Form;
(2) agree that you will, upon request, execute any
additional documents necessary or desirable to complete the
surrender and exchange of the Unocal restricted shares
surrendered with the Election Form; (3) irrevocably appoint
the Exchange Agent, as your agent, to effect the exchange
pursuant to the merger agreement and the instructions hereto;
(4) authorize the Exchange Agent to follow any election and
to rely upon all representations, certifications and
instructions contained in the Election Form; and (5) agree
that all authority conferred or agreed to be conferred in the
Election Form is binding upon your successors, assigns, heirs,
executors, administrators and legal representatives and is not
affected by, and survives, your death or incapacity. |
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C) W-9 Certification
(Box 2)
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Certify that the Social Security Number printed on the form is
correct. Regardless of whether you have previously furnished
a Taxpayer Identification Number (TIN), Social Security Number
(SSN) or the certification on Form W-9 with respect to
dividend payments, you must again furnish this number on the
Substitute Form W-9 Certification. |
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VALIDITY OF SURRENDER; IRREGULARITIES |
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Any disputes regarding your election or the elections made by
other Unocal stockholders will be resolved by the Exchange Agent
(in consultation with Unocal and Chevron) and its decision will
be final for all parties concerned. The Exchange Agent has the
right, subject to reasonable discretion, to reject any and all
Election Forms which it determines are not in proper form or to
waive minor defects in any Election Form. None of the Exchange
Agent, Unocal or Chevron is under any obligation to provide
notification of any defects in the deposit, nor shall the
Exchange Agent, Unocal or Chevron be liable for any failure to
give any such notification. Please return your Election Form
promptly to allow sufficient time to correct any possible
deficiencies before the Election Deadline. |
UNLESS THERE ARE SPECIAL TRANSFER INSTRUCTIONS, YOU NEED NOT
CONTINUE TO THE NEXT SECTION. HOWEVER, BEFORE YOU MAIL YOUR
ELECTION FORM, MAKE SURE YOU DO THE FOLLOWING:
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a) |
Verify the election you have chosen; |
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b) |
Sign, date and include your daytime phone number; and |
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c) |
Verify the SSN or TIN printed on the form and sign the
Substitute Form W-9 certification. |
SPECIAL TRANSFER INSTRUCTIONS (Box 8)
If you want your Chevron common stock registered in a name or
names different from the name(s) printed on the Election Form,
please follow the instructions below.
First, print the name(s) and address of the person(s) receiving
the shares in the space provided under Special Transfer
Instructions. Then, refer to the procedures printed below for
the requirements needed to make some of the most frequently
requested types of registration changes. These documents must
accompany your Election Form.
Name change due to marriage or transfer of ownership to
another individual:
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1. |
Obtain a signature guarantee for your signature. Sign the form
as your name is printed on the Election Form. Your signature
must be guaranteed by an officer of a commercial bank, trust
company, credit union or savings & loan who is a member
of the Securities Transfer Agents Medallion Program (STAMP), or
by a stockbroker who is a member of STAMP. The signature of a
Notary Public is not acceptable for this purpose. |
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Complete the Substitute Form W-9 in Section 2 of the
Election Form by listing the Taxpayer Identification Number
(TIN) or Social Security Number (SSN) that is to be
used for tax reporting on the new account. The individual whose
TIN or SSN is being used must sign the Substitute Form W-9.
Please refer to the Instructions for Completing Substitute
Form W-9 for more detailed information. |
You want to have the account registered in the name of a
trust:
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1. |
Obtain a signature guarantee for your signature. Sign the form
as your name is printed on the Election Form. Your signature
must be guaranteed by an officer of a commercial bank, trust
company, credit union or savings & loan who is a member
of the Securities Transfer Agents Medallion Program (STAMP), or
by a stockbroker who is a member of STAMP. The signature of a
Notary Public is not acceptable for this purpose. |
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2. |
Provide a copy of the first and last pages of the trust
agreement. |
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3. |
Complete the Substitute Form W-9 in Section 2 of the
Election Form by listing the Taxpayer Identification Number
(TIN) or Social Security Number (SSN) that is to be
used for tax reporting on the new account. The individual whose
TIN or SSN is being used must sign the Substitute Form W-9.
Please refer to the Instructions for Completing Substitute
Form W-9 for more detailed information. |
If your circumstances differ from those listed above, or
if you have any other questions, please contact Mellon Investor
Services at 1-866-865-6324.
DELIVERY INSTRUCTIONS
Mellon Investor Services LLC
For information (Toll Free): 1-866-865-6324
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By Regular Mail
Mellon Investor Services LLC |
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By Registered Insured Mail
or Overnight Delivery: |
Reorganization Department
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Mellon Investor Services LLC |
Post Office Box 3301
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Reorganization Department |
South Hackensack, NJ 07606
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85 Challenger Road |
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Ridgefield Park, NJ 07660 |
By Hand:
Mellon Investor Services LLC
Reorganization Department
120 Broadway
13th Floor
New York, NY 10271
4
NEW ELECTION INFORMATION
July 22, 2005
(Restricted)
Chevron Corporation/ Unocal Corporation Merger
Frequently Asked Questions
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1. |
Why am I getting another Election Form in the mail? |
On July 19, 2005, Chevron and Unocal entered into an
amendment to the Agreement and Plan of Merger, originally
entered into by the companies on April 4, 2005. Pursuant to
this amendment, the amount of consideration that each Unocal
stockholder will receive in the event the merger is approved by
the Unocal stockholders was increased. Because of this change in
the proposed merger consideration, Unocal stockholders are being
given the opportunity to elect the form of consideration they
will receive, or to change a previous election, under the terms
of the amended merger agreement in the event the merger is
approved by the Unocal stockholders.
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2. |
Where can I find out more about the amended merger agreement
and the change in the proposed merger consideration? |
The amendment to the merger agreement was furnished to
stockholders as part of the Supplement to the Proxy Statement/
Prospectus dated July 22, 2005. The original merger
agreement was furnished to stockholders as part of the Proxy
Statement/ Prospectus dated June 29, 2005.
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3. |
Has the expected date of the completion of the merger
changed? |
No.
The companies still expect that the merger will become effective
in the first half of August 2005. The amended merger will be
considered at a special meeting of Unocal stockholders to be
held on August 10, 2005. Based on this timetable, the
election deadline for Unocal stockholders will be
5:00 p.m., Eastern Daylight Time, August 9, 2005.
If the expected effective time of the merger and the election
deadline change, Chevron and Unocal will provide information
regarding the revised dates in a press release on their websites
at www.chevron.com and www.unocal.com and in a
filing with the Securities and Exchange Commission. You may also
obtain up-to-date information regarding the election deadline by
calling Mellon Investor Services LLC at 1-866-865-6324 or
MacKenzie Partners at 1-800-322-2885.
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4. |
Under the terms of the amended merger agreement, what will I
receive in exchange for my Unocal shares upon completion of the
merger? |
You have the opportunity to elect to receive, for each share of
Unocal common stock that you own:
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a combination of 0.618 of a share of Chevron common stock and
$27.60 in cash (a mixed election); |
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1.03 shares of Chevron common stock (subject to proration
in certain circumstances) (a stock election); or |
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$69.00 in cash (subject to proration in certain circumstances)
(a cash election). |
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5. |
What if I have already returned the first Election Form
mailed to me based on the terms of the initial merger
agreement? |
If you have previously made an election by submitting the prior
version of the Election Form and you wish to maintain the same
election under the terms of the amended merger agreement, you do
not need to send in a new Election Form or take any other
action. If you have already returned your Election Form and you
want to change the election made, return the additional Election
Form with your new election. The new Election Form will replace
the Election Form you originally submitted. If you have already
returned your Election Form and you want to revoke your election
altogether, contact the Exchange Agent, Mellon Investor Services
LLC, at 1-866-865-6324. If you are a bank, broker or hold your
shares in street name, you should call MacKenzie Partners at
1-800-322-2885.
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6. |
Do I have to make the same election with respect to all of
the Unocal shares that I own? |
No.
You may specify the number of Unocal shares with respect to
which you want to make a cash and/or stock election in the
spaces provided in Box 7 on the Election Form, in which
case the balance of your Unocal shares, if any, will receive the
mixed consideration.
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7. |
Will I receive any fractional shares? |
No.
No fractional shares of Chevron common stock will be delivered
in the merger. Instead, you will be entitled to receive cash,
without interest, for any fractional share of Chevron common
stock you might otherwise have been entitled to receive, based
on a portion of the proceeds from the sale of all fractional
shares in the market by the Exchange Agent.
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8. |
When is my Election Form due? |
Your Election Form must be RECEIVED by the Exchange
Agent, Mellon Investor Services LLC, by the election deadline.
THE ELECTION DEADLINE WILL BE 5:00 P.M., EASTERN
DAYLIGHT TIME, ON AUGUST 9, 2005.
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9. |
Am I guaranteed to receive the cash or Chevron common stock I
ask for on the Election Form? |
No.
If the result of the elections by all Unocal stockholders would
require an amount greater than the product of $27.60 and the
total number of outstanding Unocal shares to be paid in cash,
you will not receive $69.00 in cash for each share of Unocal
common stock with respect to which you have made a cash
election, but instead will receive a mix of stock and cash
calculated to preserve an overall mix of 0.618 of a share of
Chevron common stock and $27.60 in cash for all outstanding
shares of Unocal common stock taken together, after taking into
account all of the elections made by all of the Unocal
stockholders. In all cases, you will receive at least $27.60 for
each of your shares with respect to which you make a cash
election. Similarly, if the result of the elections by all
Unocal stockholders would require a number of shares of Chevron
common stock greater than the product of 0.618 and the total
number of total outstanding Unocal shares to be converted into
Chevron shares, you will not receive 1.03 shares of Chevron
common stock for each share of Unocal common stock, but instead
will receive a mix of stock and cash calculated to preserve an
overall mix of 0.618 of a share of Chevron common stock and
$27.60 in cash for all outstanding shares of Unocal common stock
taken together, after taking into account all of the elections
made by all of the Unocal stockholders. In all cases, you will
receive at least 0.618 of a share of Chevron common stock for
each of your shares with respect to which you make a stock
election.
Thus, even if you make a valid election, you may not receive
exactly the form of consideration that you request. The
proration rules referenced in this paragraph are explained in
detail under the caption The Merger Agreement
Merger Consideration, beginning on page 56 of the
Proxy Statement/ Prospectus, dated June 29, 2005,
previously delivered to you electronically.
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10. |
What happens if I do not make an election, indicate more than
one election choice on the same Election Form or I miss the
election deadline? |
If you do not make an election, indicate more than one election
choice on the same Election Form or miss the election deadline,
you will be deemed to have indicated no preference as to the
form of consideration that you
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will receive in the merger, and you will receive the mixed
consideration, consisting of 0.618 of a share of Chevron common
stock and $27.60 in cash, for each of your Unocal shares that
you surrender.
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11. |
I have received more than one set of identical Election
Materials labeled New Election Information
July 22, 2005 in connection with my election. Do I
need to complete them all? |
Yes. If you received more than one set of identical Election
Materials labeled New Election Information
July 22, 2005, this indicates that you own stock in
more than one manner or you own stock in more than one name. For
example, you may have shares registered directly with Unocal;
you may own Unocal shares through a third party, such as a
broker or the administrator of Unocals Dividend
Reinvestment Plan; or you may own shares in both single name and
joint name. Each set of Election Materials you receive is
specific to the manner in which you own your Unocal shares.
Failure to complete one of the Election Forms means that no
election will be made with respect to the shares to which that
form applies.
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12. |
What will I receive as future dividends if I elect to receive
Chevron common stock? |
Your Chevron shares will be eligible for any Chevron dividends
that are declared by the Chevron Board of Directors with a
record date after the effective date of the merger. The current
Chevron dividend is $1.65 per share on an annual basis, and
dividends are currently paid quarterly on or about the 10th day
of March, June, September and December.
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13. |
What if my address has changed? |
Either correct your address on the Election Form or submit your
new address in writing with the Election Form.
14. What is the trading symbol
for Chevron common stock?
Chevron common stock is listed on the New York Stock Exchange
and the trading symbol is CVX.
15. May I receive hard copies of
the Proxy Statement/Prospectus dated June 29, 2005 and the
Supplement to the Proxy Statement/Prospectus dated July 22,
2005 that were sent to me electronically?
In making your election to receive cash, shares of Chevron
common stock for your shares of Unocal common stock or the mixed
consideration, you should refer to the information included in
the Supplement to the Proxy Statement /Prospectus dated
July 22, 2005 and the Proxy Statement /Prospectus dated
June 29, 2005 which were previously e-mailed to you. Those
materials are available through the Securities and Exchange
Commissions website at www.sec.gov. If you would
like hard copies of the Proxy Statement/Prospectus and/or the
Supplement to the Proxy Statement /Prospectus mailed to you, you
may obtain additional copies by contacting Unocal Corporation at
(800) 252-2233 or Chevron Corporation at
(925) 842-1000.
16. Can I roll over any Chevron
shares received in exchange for my restricted stock into my
401-K or an IRA?
No.
17. Can I defer receipt of any
Chevron shares received in exchange for my restricted stock?
No.
18. What taxes will be withheld
from the cash and/or Chevron stock I will receive in exchange
for my restricted stock?
The value of the Chevron stock and/or cash received in exchange
for your restricted stock is considered wages, and payroll taxes
will be withheld. This includes Social Security, Medicare,
federal, and any applicable state withholding. For any stock
received, some of the shares will be canceled for payment of the
applicable withholding taxes.
3
19. What price will be used to
value the Chevron stock for tax withholding purposes?
The average price of Chevron common stock, as reported in the
New York Stock Exchange Composite Transactions, on the last
trading day prior to the effective date of the merger will be
used to value the shares to determine the taxable income. This
value becomes your cost basis for the shares, determining any
future capital gain or capital loss when you sell the shares.
20. How will I receive any cash
payment? When will any payment be made?
Any cash amount will be paid with your next regular paycheck
after deduction for applicable withholding taxes. Depending upon
how quickly the elections are tabulated, the payment may be
delayed until a subsequent pay period.
21. What if I am not an employee
when the payment is made?
You will still receive payment from Unocal in the normal payroll
cycle. The payment will still be considered wages and applicable
withholding will be deducted from the payment.
22. How will I receive any
Chevron shares? When will any shares be delivered?
Any Chevron shares will be deposited into an account in your
name with the transfer agent, Mellon Investor Services LLC. The
shares are expected to be deposited into your account within a
few days after stockholder approval at the special meeting.
23. How can I access my transfer
agent account?
The transfer agent, Mellon Investor Services LLC, will send a
statement to you showing the net number of shares deposited into
your account. You can manage your account information by
accessing the agents website at
www.melloninvestor.com. The first time you visit the
website, you will establish a PIN for your account, and the
agent will mail an authentication number to your account
address. The address on Unocals payroll records will be
the address used for your transfer agent account. Once you
receive the authentication code, you can sign into your account.
24. How do I transfer my Chevron
shares to my stockbrokerage account?
There are two methods for moving the shares to your
stockbrokerage account.
The first method is for your stockbroker to request the delivery
from the agent. In order to do this, your stockbroker needs to
know:
1. your transfer agent account
number (Stockholder Account Key),
2. your social security number, the
number of shares in your account, and
3. Chevrons cusip
number, which is 166764-10-0.
The second method is to make the transfer request yourself
directly with the transfer agent. In order to do this, you send
a letter to the agent with the following information:
1. name of security (Chevron
Corporation),
2. your full name, Account Key
or social security number,
3. the name of your stockbroker,
4. your account number with your
stock broker,
5. your stockbrokers
DTC participant number, and
6. the number of shares to be
transferred.
4
If you use this second method your signature must be guaranteed
with a Medallion Stamp Guarantee provided by your
stockbroker.
25. Can I have my Chevron shares
delivered directly to my stockbrokerage account?
All stock will be deposited into accounts with the transfer
agent. See question 24 for details about how to move your
Chevron Shares to your stockbrokerage account.
26. Who do I call if I have
additional questions or need more information?
You may contact the Exchange Agent, Mellon Investor Services, at
1-866-865-6324.
5
NEW ELECTION INFORMATION
July 22, 2005
Molycorp
(Plans)
July 22, 2005
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To: |
Participants, Beneficiaries, and Alternate Payees in the Pure
Resources 401(k) and Matching Plan and the Molycorp, Inc. 401(k)
Retirement Savings Plan |
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Re: |
Amendment to Proposed Acquisition of Unocal Corporation by
Chevron Corporation Directing the Trustee with
Respect to Electing the Form of Merger Consideration You Wish to
Receive in Exchange for the Shares of Unocal Corporation Common
Stock Allocated to Your Account in the Plan. |
Dear Participant, Beneficiary, or Alternate Payee:
As we previously notified you in a letter sent on or about
July 1, 2005, our records show that you are either a
participant, beneficiary or alternate payee in the Pure
Resources 401(k) and Matching Plan (the Pure Plan)
or the Molycorp, Inc. 401(k) Retirement Savings Plan (the
Molycorp Plan and, collectively with the Pure Plan,
the Plan), and this letter will describe your rights
as such in connection with the proposed acquisition of Unocal
Corporation (Unocal) by Chevron Corporation
(Chevron). On July 19, 2005, Unocal and
Chevron entered into an amendment to their merger agreement
which has the effect of increasing the amount of consideration
paid to Unocal stockholders for their shares. At a special
meeting of the stockholders of Unocal, to be held on
August 10, 2005 (the Special Meeting), holders
of Unocal common stock (Unocal Common Stock) will be
asked to approve the amended merger agreement, pursuant to which
Unocal will merge into a wholly owned subsidiary of Chevron (the
Merger).
If you have previously made an election regarding merger
consideration by submitting the prior version of the Election
Form and you wish to maintain the same election under the terms
of the amended merger agreement, you need not send in an
additional Election Form or take any other action. If you have
previously made an election by submitting an election form and
you wish to change or revoke the election under the terms of the
amended merger agreement, you may do so by sending in the
enclosed Election Form reflecting your new election or by
contacting the Exchange Agent.
The Plan holds shares of Unocal Common Stock in trust for the
benefit of the Plans participants, beneficiaries, and
alternate payees, and as such, is a stockholder of Unocal
entitled to vote at the Special Meeting. The shares of Unocal
Common Stock that are held in the Plan are held in the name of
the Trust for the Plan and are allocated to participants
accounts. Mercer Trust Company (Mercer) serves as
the directed trustee of the Molycorp Plan and Merrill Lynch
Trust Company, FSB (Merrill and, collectively with
Mercer, the Trustee), serves as the directed trustee
of the Pure Plan. The Trustee holds legal title, on behalf of
the Plan, to the Unocal Common Stock allocated to the individual
accounts of Plan participants, beneficiaries, and alternate
payees. In connection with the Merger, an independent fiduciary
will be hired by Unocal to oversee the voting and election
instructions with respect to Unocal Common Stock in Plan
participants accounts (the Independent
Fiduciary). To the extent that your directions (or failure
to provide direction) regarding the form of merger consideration
to be elected are inconsistent with the requirements of the
Employee Retirement Income Security Act of 1974, as amended
(ERISA), the Independent Fiduciary may determine not
to follow your directions and may implement an election that is
deemed more prudent under the circumstances in light of ERISA
fiduciary requirements.
You have already separately received a Proxy
Statement-Prospectus dated June 29, 2005 (the Proxy
Statement-Prospectus), a Supplement to the Proxy
Statement-Prospectus dated July 22, 2005 (the
Supplement) and a Voting Instruction Form for
you to complete, instructing the Trustee on how to vote the
shares of Unocal Common Stock allocated to your individual
account under the Plan on the proposals
to be considered at the Special Meeting. Under the terms of the
Plan, you, as a participant, beneficiary, or alternate payee in
the Plan, may also direct the Trustee to elect the form of
merger consideration that will be received in exchange for the
shares of Unocal Common Stock allocated to your individual
account, subject to the proration and other restrictions in the
merger agreement, if the merger is consummated.
This letter and the materials accompanying this letter provide
additional information on (1) the amendment to the proposed
merger, (2) directing the Trustee with respect to electing
the form of merger consideration you wish to have allocated to
your individual account in exchange for the shares of Unocal
Common Stock allocated to your individual account if the merger
is consummated, and (3) the circumstances under which the
allocation provisions under the merger agreement and ERISA may
cause you to be allocated merger consideration different from
the election contained in your directions to the Trustee. The
information in this letter is subject to the more extensive
discussion in the Proxy Statement-Prospectus and the Supplement,
and if there is any conflict between this letter and the Proxy
Statement-Prospectus and the Supplement, the Proxy
Statement-Prospectus and the Supplement shall control. If you
have questions regarding the administrative procedures that
cover electing your preferred form of merger consideration after
reading this letter and the enclosed materials, you may contact
the Exchange Agent, Mellon Investor Services LLC at
1-866-865-6324.
MERGER MATERIALS
In connection with the amendment to the proposed merger, you, as
a participant, beneficiary, or alternate payee in the Plan, will
be receiving or have already received the following materials in
addition to this letter:
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(1) |
A copy of the Proxy Statement-Prospectus and the Supplement; and |
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(2) |
An Election Form for you to complete, instructing the Trustee on
the type of merger consideration you wish to have allocated to
your individual account in exchange for the shares of Unocal
Common Stock allocated to your individual account if the merger
is consummated. |
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The foregoing items are referred to in this letter as the
Merger Materials. |
You are encouraged to carefully review the Merger Materials
before deciding how to direct the Trustee on electing the type
of merger consideration you wish to have allocated to your
individual account in exchange for the shares of Unocal Common
Stock allocated to your individual account if the merger is
consummated.
ELECTION OF MERGER CONSIDERATION FOR PLAN SHARES
Forms of Merger Consideration. Under the merger
agreement, you, as a participant, beneficiary, or alternate
payee in the Plan, are entitled to instruct the Trustee to elect
the type of merger consideration you wish to have allocated to
your individual account under the Plan in exchange for the
shares of Unocal Common Stock credited to your individual
account under the Plan. An Election Form has been included as
part of the Merger Materials for this purpose. The Election
options are:
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1. |
Exchange each share of Unocal Common Stock credited to your
individual account under the Plan for a combination of $27.60 in
cash and 0.618 of a share of Chevron common stock (all
mixed election). Check Box 3 on the Election Form
if you would like to elect the mixed election. If you make an
all mixed election with respect to the shares of Unocal Common
Stock credited to your individual account under the Plan, your
individual account under the Plan will be credited a combination
of 0.618 of a share of Chevron common stock (Chevron
Common Stock) and $27.60 in cash for each share of Unocal
Common Stock credited to your individual account under the Plan.
Although no fractional shares will be issued in the merger, the
Plan will engage in an aggregated transaction for all Plan
participants and accordingly will credit fractional shares to
your individual account under the Plan. The cash allocated to
your individual account as merger consideration will be
reinvested in the Plans money market account or equivalent
account. |
2
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|
2. |
Exchange each share of Unocal Common Stock credited to your
individual account under the Plan for Chevron Common Stock
(all-stock election only). Check Box 4 on
the Election Form if you would like to make the all-stock
election. If you make the all-stock election, your individual
account under the Plan will be credited 1.03 shares of
Chevron Common Stock for each share of Unocal Common Stock
credited to your individual account under the Plan, subject to
proration to preserve an overall mix of 0.618 of a share of
Chevron Common Stock and $27.60 in cash for all of the
outstanding shares of Unocal common stock taken together, after
taking into account all of the elections made by all of the
Unocal stockholders. For a more detailed description, see the
Proxy Statement-Prospectus. Although no fractional shares will
be issued in the merger, the Plan will engage in an aggregated
transaction for all Plan participants and accordingly will
credit fractional shares to your individual account under the
Plan. Any cash allocated to your individual account as merger
consideration will be reinvested in the Plans money market
or equivalent account. |
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3. |
Exchange each share of Unocal Common Stock credited to your
individual account for cash (all-cash election
only). Check Box 5 on the Election Form if you
would like to make the all-cash election. If you make the
all-cash election, your individual account under the Plan will
be credited $69.00 without interest for each share of Unocal
Common Stock credited to your individual account under the Plan,
subject to proration to preserve an overall mix of 0.618 of a
share of Chevron common stock and $27.60 in cash for all of the
outstanding shares of Unocal common stock taken together, after
taking into account all of the elections made by all of the
Unocal stockholders. The cash allocated to your individual
account as merger consideration will be reinvested in the
Plans money market account or equivalent account. |
|
4. |
No preference indicated as to form of consideration.
Check Box 6 on the Election Form if you do not wish to
indicate any preference as to the form of consideration you will
receive for the shares of Unocal Common Stock credited to your
individual account. If you check Box 6 on the Election
Form, or if you do not timely return a completed Election Form,
you will be deemed to have elected to receive all mixed election
merger consideration described in Section 1 above. |
|
5. |
Exchange a percentage of the shares of Unocal Common Stock
credited to your individual account under the Plan for all-cash,
a percentage of the shares of Unocal Common Stock credited to
your individual account under the Plan for all-stock and a
percentage of the shares of Unocal Common Stock credited to your
individual account under the Plan for a combination of cash and
stock (combination). Check Box 7 if you
wish to make the stock election and/or the cash election with
respect to some, but not all, of the shares of Unocal Common
Stock credited to your individual account under the Plan.
Indicate the percentage of shares for which you are electing to
receive all stock and/or all cash in the space provided. You
will receive the mixed election for any remaining shares. |
The material United States Federal income tax consequences of
the merger with respect to shares of Unocal Common Stock
generally are summarized on pages 34-36 of the Proxy
Statement-Prospectus; however, you should consult your personal
tax advisor concerning the tax consequences of your directions
to the Trustee regarding the form of merger consideration you
wish to have allocated to your individual account in exchange
for the shares of Unocal Common Stock allocated to your
individual account under the Plan.
Circumstances Under Which Your Directions Regarding the Form
of Merger Consideration May Not Be Followed. Your directions
regarding the form of merger consideration you wish to have
allocated to your individual account in exchange for the shares
of Unocal Common Stock allocated to your individual account are
subject to (1) the terms, conditions, and limitations set
forth in (a) the Proxy Statement-Prospectus and the
Supplement, (b) the merger agreement included as
Annex A to the Proxy Statement-Prospectus,
(c) Amendment No. 1 to the merger agreement included
as Annex A to the Supplement to the Proxy
Statement-Prospectus, and (d) the Instructions set forth on
the reverse side of the Election Form, and (2) the
requirements of ERISA.
3
Specifically, your directions regarding your preferred form of
merger consideration may not be followed to the extent required
to (1) satisfy the proration procedures set forth in the
merger agreement and (2) comply with the fiduciary
requirements of ERISA.
Elections Must Comply With the Proration Procedures Under the
Merger Agreement. Because the merger agreement generally
provides that the Unocal Common Stock outstanding at the closing
will be converted to preserve an overall mix of 0.618 of a share
of Chevron Common Stock and $27.60 in cash for all outstanding
shares of Unocal Common Stock taken together, a Unocal
stockholder may actually receive a combination of cash and
shares of Chevron Common Stock for his, her or its Unocal Common
Stock that is different than what such stockholder elected
depending on the elections made by other Unocal stockholders.
All elections will be subject to the allocation and proration
procedures described in the merger agreement.
If shareholders owning more than the applicable percentage of
the outstanding shares of Unocal Common Stock necessary to
preserve the overall mix described above elect to receive cash,
the number of shares of Unocal Common Stock that will be
exchanged for cash will be reduced on a pro rata basis.
Similarly, if shareholders owning more than applicable
percentage of the outstanding shares of Unocal Common Stock
necessary to preserve the overall mix described above elect to
receive shares of Chevron Common Stock, the number of shares of
Unocal Common Stock that will be exchanged for shares of Chevron
Common Stock will be reduced on a pro rata basis.
Elections Must Comply With ERISAs Fiduciary
Requirements. The Plan is governed by ERISA. Accordingly,
your directions regarding the form of merger consideration to be
elected in exchange for the shares of Unocal Common Stock
allocated to your individual account under the Plan are subject
to the requirements of ERISA. To the extent that your directions
(or failure to provide direction) regarding the form of merger
consideration to be elected are inconsistent with the
requirements of ERISA, the Independent Fiduciary may determine
not to follow your directions and may implement an election that
is deemed more prudent under the circumstances in light of ERISA
fiduciary requirements.
If you wish to instruct the Trustee with respect to electing
the type of merger consideration you wish to have allocated to
your individual account in exchange for the shares of Unocal
Common Stock allocated to your Plan individual account, you must
complete, sign, date, and return an Election Form to Mellon
Investor Services LLC, as tabulating agent for the Trustee, in
the enclosed envelope by 11:59 p.m. Eastern Daylight Time
on August 5, 2005. If you do not timely return a completed
Election Form, the shares of Unocal Common Stock allocated to
your Plan individual account will be treated as though you had
made no election.
Procedures have been established to maintain the confidentiality
of your vote and your election. Your Election Form and any other
communications you have with Mellon Investor Services LLC, the
Trustee and the Independent Fiduciary will be held in confidence
by the Trustee and the Independent Fiduciary and will not be
released or divulged to anyone, except as required by law. Your
election of merger consideration will not be disclosed to
Unocal, Chevron or any of their respective affiliates.
Your decision is important. You are encouraged to carefully
review the Merger Materials and to return your completed
Election Form in a timely manner.
DELIVERY INSTRUCTIONS
Mellon Investor Services LLC
For information (Toll Free): 1-866-865-6324
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By Regular Mail: |
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By Hand: |
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By Registered Insured Mail |
Mellon Investor Services LLC
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Mellon Investor Services LLC |
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or Overnight Delivery: |
Reorganization Department
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Reorganization Department |
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Mellon Investor Services LLC |
Post Office Box 3301
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120 Broadway |
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Reorganization Department |
South Hackensack, NJ 07606
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13th Floor |
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85 Challenger Road |
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New York, NY 10271 |
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Ridgefield Park, NJ 07660 |
4
AMENDED PURE RESOURCES 401(K) AND MATCHING PLAN AND MOLYCORP, INC. 401(K) RETIREMENT SAVINGS PLAN ELECTION FORM
Pursuant to the terms of Amendment No. 1 to the Agreement and Plan of
Merger, as described and set forth in the Supplement to the Proxy
Statement/Prospectus dated July 22, 2005, upon consummation of the
merger each share of Unocal Corporation Common Stock will be converted
into the right to receive either a mix of Chevron Corporation common
stock and cash, stock, or cash. As a participant in the Pure Resources
401(k) and Matching Plan (the Pure Plan) or the Molycorp, Inc. 401(k)
Retirement Savings Plan (the Molycorp Plan and, collectively with the
Pure Plan, the Plan) whose individual account under the Plan holds
shares of Unocal Corporation Common Stock, you are being given the
opportunity to elect for each Unocal share:
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a combination of 0.618 of a share of Chevron common stock and $27.60 in cash (the all mixed election); |
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1.03 shares of Chevron common stock (the all-stock election); or |
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$69 in cash (the all-cash election). |
Your election is subject to certain proration rules, as described in the
Supplement to the Proxy Statement/Prospectus and the Proxy
Statement/Prospectus.
The
undersigned authorizes and directs Mercer Trust Company, (Mercer)
as the directed trustee of the Molycorp Plan, or Merrill Lynch Trust
Company, FSB (Merrill and, collectively with Mercer, the Trustee),
as the directed trustee of the Pure Plan, as applicable, to elect the
form of merger consideration the undersigned wishes to have allocated to
the undersigneds individual account(s) in exchange for the shares of
Unocal Corporation Common Stock allocated to the undersigneds
individual account(s) under the Plan. The undersigned has read and
understood the letter of instruction accompanying this election form.
(1) Signature:
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X |
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Signature of Participant
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Date
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Daytime Telephone # |
PLEASE CERTIFY YOUR TAXPAYER ID OR SOCIAL SECURITY NUMBER
BY SIGNING BELOW.
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If the Taxpayer ID Number printed
above is INCORRECT OR if the
space is BLANK write in the
CORRECT number here.
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ooooooooo |
Under penalties of perjury. I certify that:
1. The number shown on this form is my correct taxpayer
identification number (or I am waiting for a number to be
issued to me), and
2. I am not subject to backup withholding because: (a) I
am exempt from backup withholding, or (b) I have not been
notified by the Internal Revenue Service (IRS) that I am
subject to backup withholding as a result of a failure to
report all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to backup
withholding, and
3. I am a U.S. person (including a U.S. resident alien).
Certification instructions. You must cross out item 2
above if you have been notified by the IRS that you are
currently subject to backup withholding because you have
failed to report all interest and dividends on your tax
return.
PLACE AN x IN ONE ELECTION BOX ONLY
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(3) o All Mixed Election
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(4) o All Stock |
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(5) o All Cash Election Only
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(6) o No Election |
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(7) o Combination*
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Cash
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%
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Stock
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% |
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Shares
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Shares |
*Any remaining shares will receive the mixed
election consideration. You will receive the mixed
election consideration if you check Box 7 but do not
indicate a percentage.
If Mellon Investor Services, the tabulating agent for the Trustee, has not RECEIVED an effective
Election Form from a participant at Mellons designated office by 11:59 p.m., Eastern Daylight
Time, on or prior to August 5, 2005, such participant shall be deemed to have made no election and
such participants shares of Unocal Corporation Common Stock under the Plan shall be deemed to be
No Election Shares (as defined in the Merger Agreement).
INSTRUCTIONS FOR COMPLETING THE ELECTION FORM
(1) |
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Sign, date and include your daytime telephone number in this Election Form in Box 1 and after
completing all other applicable sections return this form in the enclosed envelope. |
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(2) |
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PLEASE SIGN IN BOX 2 TO CERTIFY YOUR TAXPAYER ID OR SOCIAL SECURITY NUMBER if you are a U.S.
Taxpayer. If the Taxpayer ID or Social Security Number is incorrect or blank, write the corrected
number in Box 2 and sign to certify. |
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(3) |
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If you are electing to receive the all mixed election for all of your Unocal shares, please check
this box. |
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(4) |
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If you are electing to receive all stock, please check this box
only. |
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(5) |
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If you are electing to receive all cash, please check this box only. |
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(6) |
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To specify no election, please check this box only. |
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(7) |
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If you choose the combination, you must indicate the percentage of shares for which you are
electing to receive all stock and the percentage of shares for which you are electing to receive
all cash. You will receive the mixed election consideration for any remaining shares. |
HOW TO CONTACT MELLON INVESTOR SERVICES
By Telephone 9 a.m. to 7 p.m. Eastern Daylight Time, Monday through Friday, except for bank holidays:
From within the U.S., Canada or Puerto Rico:
1-866-865-6324 (Toll Free)
From outside the U.S.:
1-201-329-8660 (Collect)
WHERE TO FORWARD YOUR ELECTION FORM
By Regular Mail:
Mellon
Investor Services LLC
Attn: Reorganization Dept.
P.O. Box 3301
South Hackensack, NJ 07606
By Overnight Courier or
Registered Insured Mail:
Mellon
Investor Services LLC
Attn: Reorganization Dept.
85 Challenger Road
Mail DropReorg
Ridgefield Park, NJ 07660
By Hand:
Mellon
Investor Services LLC
Attn: Reorganization Dept.
120 Broadway, 13th Floor
New York, NY 10271
AMENDED PURE RESOURCES 401(K) AND MATCHING PLAN
AND MOLYCORP, INC. 401(K) RETIREMENT SAVINGS PLAN
ELECTION FORM (REVERSE SIDE)
INSTRUCTIONS
A. |
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SPECIAL CONDITIONS. |
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1. |
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Time in Which to Elect. To be effective, an Election on this form must be properly completed,
signed, dated, and returned to Mellon Investor Services, the tabulating agent for the Trustee,
in the enclosed envelope, and must be received by Mellon no later than 11:59 p.m., Eastern
Daylight Time, on August 5, 2005. Subject to the requirements of the Employee Retirement
Income Security Act of 1974, as amended (ERISA), the merger consideration for shares of
Unocal common stock held in the account(s) of Plan participants, beneficiaries, and alternate
payees whose Election Forms are not so received (whether due to the Election Form being
received late, not being received at all, or not being
properly completed) will be calculated as if the participant, beneficiary or alternate payee
made an all mixed election. |
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2. |
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Change or Revocation of Election. An Election may be changed or revoked by giving written
notice to Mellon Investor Services the tabulating agent for the Trustee. All Elections will be
irrevocable after 11:59 p.m., Eastern Daylight Time, on August 5, 2005. |
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3. |
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Nullification of Election. All Election Forms will be void and of no effect if the merger is
not consummated. |
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4. |
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ERISA. An Election is subject to the requirements of ERISA. |
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B |
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PRORATION PROCEDURES. |
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It is understood that this Election is subject to the terms, conditions and limitations set
forth in the merger agreement and this Election Form. In particular, all Elections are subject
to the limitation that the Unocal common stock outstanding at the closing will be converted to
preserve an overall mix of 0.618 of a share of Chevron common stock and $27.60 in cash for all
outstanding shares of Unocal common stock taken together. Chevron cannot, therefore, ensure that
all Unocal stockholders will receive their election preferences. Any adjustments to the
elections will be made in accordance with the allocation and proration procedures set forth in
the merger agreement that is attached as Annex A to the Proxy Statement-Prospectus dated June
29, 2005 and described under The Merger Agreement Merger Consideration in the Proxy
Statement-Prospectus, as amended. The undersigned acknowledges receipt, prior to execution of
the Election Form, of the Proxy Statement-Prospectus and the Supplement to the Proxy
Statement/Prospectus dated July 22, 2005. |
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C. |
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GENERAL. |
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1. |
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Execution and Delivery Instructions. This Election Form must be properly completed, signed,
dated, and returned to Mellon Investor Services in the enclosed envelope so that it will be
received no later than 11:59 p.m., Eastern Daylight Time, on August 5, 2005. This Election
Form may also be sent to Mellon by overnight mail (at the Plan participants, beneficiarys,
or alternate payees expense) to the following address: |
Mellon Investor Services LLC.
Attn: Reorganization Dept
85 Challenger Rd
Mail Drop - Reorg
Ridgefield Park, NJ 07660
2. |
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Multiple Elections Not Allowed. A Plan participant, beneficiary, or alternate payee must make
a single Election for all shares of Unocal common stock allocated to his or her individual
account(s) under the Plan. |
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3. |
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Tax Consequences. Since individual circumstances may differ, a Plan participant, beneficiary,
or alternate payee should consult his or her personal tax advisor to determine the tax
consequences of the form of merger consideration, including the effect of foreign, federal,
state, local or other tax laws. |
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4. |
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Miscellaneous. All questions with respect to this Election Form and the Elections (including,
without limitations, questions relating to the timeliness or effectiveness of any Election and
computations as to proration) will be determined by a Plan fiduciary, which determinations
shall be conclusive and binding. |
IMPORTANT: In the event that the number of shares of Unocal Common Stock to be exchanged for either
cash or Chevron Common Stock exceed the limitations set forth in the merger agreement, as
described in the Proxy Statement-Prospectus, the shares of Unocal Common Stock as to which
Elections have been made to receive the form of consideration which is over-subscribed will be
reduced to preserve an overall mix of 0.618 of a share of Chevron common stock and $27.60 in cash
for all of the outstanding shares of Unocal Common Stock taken together, after taking into account
all of the elections made by all of the Unocal stockholders, as further described in the Proxy
Statement-Prospectus. In addition, an Election is subject to the requirements of ERISA. Also, any
cash allocated to your individual account as merger consideration will initially be reinvested in
the Plans money market account or similar account.
NEW ELECTION INFORMATION
July 22, 2005
Molycorp
(Plans)
Chevron Corporation/ Unocal Corporation Merger
Frequently Asked Questions
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1. |
Why am I getting another Election Form in the mail? |
On July 19, 2005, Chevron and Unocal entered into an
amendment to the Agreement and Plan of Merger, originally
entered into by the companies on April 4, 2005. This
amendment has the effect of increasing the merger consideration
paid to Unocal stockholders for their shares. Because of this
change in the proposed merger consideration, Unocal stockholders
are being given the opportunity to elect the form of
consideration they will receive, or to change the previous
election, under the amended terms of the merger agreement in the
event the merger is approved by the Unocal stockholders.
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2. |
Where can I find out more about the amended merger agreement
and the change in the proposed merger consideration? |
The amendment to the merger agreement was furnished as part of
the Supplement to the Proxy Statement/ Prospectus dated
July 22, 2005. The original merger agreement was furnished
as part of the Proxy Statement/ Prospectus dated June 29,
2005.
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3. |
Has the expected date of the completion of the merger
changed? |
No.
The companies still expect that the merger will become effective
in the first half of August 2005. The amended merger will be
considered at a special meeting of Unocal stockholders to be
held on August 10, 2005. Based on this timetable, the
election deadline with respect to the form of merger
consideration for participants, beneficiaries and alternate
payees in the Pure Resources 401(k) and Matching Plan (the
Pure Plan) and the Molycorp, Inc. 401(k) Retirement
Savings Plan (the Molycorp Plan and, collectively
with the Pure Plan, the Plan) will be
11:59 p.m., Eastern Daylight Time, on August 5, 2005.
If the expected effective time of the merger and the election
deadline change, Chevron and Unocal will provide information
regarding the revised dates in a press release, on their
websites at www.chevron.com and www.unocal.com and
in a filing with the Securities and Exchange Commission. You may
also obtain up-to-date information regarding the election
deadline by calling Mellon Investor Services LLC at
1-866-865-6324 or MacKenzie Partners at 1-800-322-2885.
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4. |
Under the terms of the amended merger agreement, what type of
merger consideration may I elect to have allocated to my
individual account under the Plan? |
You have the opportunity to elect to have allocated to your
individual account under the Plan, for each share of Unocal
common stock that is credited to your individual account, either:
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a combination of $27.60 cash and 0.618 of a share of Chevron
common stock (subject to proration in certain circumstances) (an
all mixed election); |
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1.03 shares of Chevron Corporation stock (subject to
proration in certain circumstances) (an all stock
election); or |
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$69.00 in cash (subject to proration in certain circumstances)
(an all cash election). |
These elections are described in detail in the accompanying
letter of transmittal.
Also, see Q&A 8, below, on when an election may be
changed.
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5. |
Will I receive any fractional shares? |
Yes. Although no fractional shares of Chevron stock will be
delivered in the merger, the Plan will engage in an aggregated
transaction for all Plan participants, and will then allocate
interests in fractional shares to individual participant
accounts.
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6. |
When is my Election Form due? |
Your election form must be received by Mellon Investor Services
LLC, as agent for Mercer Trust Company (Mercer),
which serves as the directed trustee of the Molycorp Plan, and
Merrill Lynch Trust Company, FSB (Merrill and,
collectively with Mercer, the Trustee), which serves
as the directed trustee of the Pure Plan. The Trustee holds
legal title, on behalf of the Plan, to the Unocal common stock
allocated to the individual accounts of Plan participants,
beneficiaries, and alternate payees, and must receive your
election form by the election deadline, which is
11:59 p.m., Eastern Daylight Time, on August 5, 2005.
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7. |
What happens if I do not make an election or I miss the
election deadline? |
If you do not make an election or you miss the election deadline
you will be deemed to have made an election to receive the all
mixed election described above.
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8. |
If I make a valid election can it be changed? |
Yes. Unocal has hired an independent fiduciary to oversee the
election instructions with respect to Unocal common stock in
Plan participants accounts. This means that the
independent fiduciary will direct the trustee of the Plan about
how to vote the shares of Unocal common stock in the Plan in the
Merger. To the extent that your directions (or failure to
provide directions) regarding the form of merger consideration
to be elected are inconsistent with the requirements of the
Employee Retirement Income Security Act of 1974, as amended
(ERISA), the trustee or the independent fiduciary,
as applicable, may not follow your directions and may implement
an election that is deemed more prudent under the circumstances
in light of ERISA fiduciary requirements.
In addition, if the result of the elections by all Unocal
stockholders would require an amount greater than the product of
$27.60 and the total number of outstanding Unocal shares to be
paid in cash, you will not have credited to your account under
the Plan $69.00 in cash for each share of Unocal common stock
with respect to which you have made an all cash election, but
instead will have credited a mix of stock and cash calculated to
preserve an overall mix of 0.618 of a share of Chevron common
stock and $27.60 in cash for all outstanding shares of Unocal
common stock taken together, after taking into account all of
the elections made by all of the Unocal stockholders. In all
cases, you will have credited to your account under the Plan at
least $27.60 for each of the shares with respect to which you
make an all cash election. Similarly, if the result of the
elections by all Unocal stockholders would require a number of
shares of Chevron common stock greater than the product of 0.618
and the total number of total outstanding Unocal shares to be
converted into Chevron shares, you will not have credited to
your account under the Plan 1.03 shares of Chevron common
stock for each share of Unocal common stock with respect to
which you have made an all stock election, but instead will have
credited a mix of stock and cash calculated to preserve an
overall mix of 0.618 of a share of Chevron common stock and
$27.60 in cash for all outstanding shares of Unocal common stock
taken together, after taking into account all of the elections
made by all of the Unocal stockholders. In all cases, you will
have credited to your account under the Plan at least 0.618 of a
share of Chevron common stock for each of your shares with
respect to which you make an all stock election. Thus, even if
you make a valid election, you may not have credited to your
account under the Plan exactly the form of consideration that
you request. The allocation rules referenced in this paragraph
are explained in detail under the caption The Merger
Agreement Merger Consideration in the Proxy
Statement/ Prospectus, dated June 29, 2005, and in the
Supplement to the Proxy Statement/Prospectus dated July 22,
2005, both of which have been sent to you.
You may revoke or change your election at any time prior to the
deadline described in Q&A 3 above.
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9. Will I have access to my
Unocal shares and be able to transact those shares up until the
election deadline?
No.
There will be a blackout period for transactions involving
Unocal stock beginning on the fifth business day prior to the
effective date of the merger. We presently expect that the
merger will occur in the first half of August 2005. Accordingly,
the blackout period will begin on August 3, 2005. The
blackout period will end approximately six business days after
the effective date of the merger. The blackout period is
necessary in order to provide the election agent and the Plan
administrator enough time to make a valid election on your
behalf and enough time to receive the appropriate compensation
due to you and make the proper allocations into your account.
During the blackout period, you will have the same access as
usual to investments other than Unocal stock in your plan
account. This means that you can transfer among investments as
long as the investment is not Unocal stock.
10. What are the tax
consequences of electing cash, shares or a combination
election?
There are no immediate tax consequences to a Plan participant
with respect to Unocal stock held in the Plan because the Plan
is generally exempt from income taxation. If you receive Chevron
stock, then Chevron stock will become part of your Plan account.
If you receive cash, then the cash will go into the Plans
money market fund (or equivalent fund). However, if you have
made after-tax contributions to the Plan or you receive a lump
sum distribution under certain circumstances, the form of
consideration you receive for the shares of Unocal stock
allocated to your Plan account may affect your tax consequences
at the time of distribution of your account by the Plan if you
elect to apply the special tax rules applicable to net
unrealized appreciation on employer stock distributed by a
tax-qualified retirement plan. You should consult your
personal tax advisor concerning the tax consequences of the form
of merger consideration allocated to your account in the Plan in
exchange for the shares of Unocal Common Stock allocated to your
account under the Plan.
11. What happens after the
blackout period ends?
You will have the same access to your account as before the
blackout period. For example, you can transfer into and out of
investments, subject to regular Plan rules.
12. Who do I call if I have
additional questions or need more information?
You may contact the Exchange Agent, Mellon Investor Services
LLC, at 1-866-865-6324.
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