UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 16, 2005

Chevron Corporation

(Exact name of registrant as specified in its charter)

Delaware		1-368-2		94-0890210
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer No.)

6001 Bollinger Canyon Road, San Ramon, CA		94583
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (925) 842-1000

NONE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 8.01 Other Events

          On August 16, 2005, Chevron Corporation (“Chevron”) issued a press release announcing the final results of elections made by Unocal Corporation (“Unocal”) stockholders for the form of merger consideration to be received in the merger of Chevron and Unocal. A copy of the press release dated August 16, 2005 is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

     (c)     Exhibits

Number		Exhibit
99.1		Press release dated August 16, 2005 announcing the final results of elections made by Unocal stockholders for the form of merger consideration to be received in the merger.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

Number		Exhibit
99.1		Press release dated August 16, 2005 announcing final election results of Unocal stockholders.

Exhibit 99.1

 

News Release

 

FOR IMMEDIATE RELEASE

Chevron Corporation Announces
Final Results of Elections for Merger Consideration

          SAN RAMON, Calif., Aug. 16, 2005 – Chevron Corporation (NYSE: CVX) today announced the final results of elections made by Unocal stockholders for the form of merger consideration to be received in the merger of Unocal and Chevron. The final results of elections are as follows:

Cash Elections: Unocal stockholders who validly elected to receive all cash will receive $29.755634 in cash and 0.58582169 of a share of Chevron common stock for each share of Unocal common stock with respect to which that election was made;

Stock Elections: Unocal stockholders who validly elected to receive all Chevron common stock will receive 1.03 shares of Chevron common stock for each share of Unocal common stock with respect to which that election was made;

Mixed Elections: Unocal stockholders who validly elected the mixed election will receive 0.618 of a share of Chevron common stock and $27.60 in cash for each share of Unocal common stock; and

Non-Elections: Unocal stockholders who did not make a valid election will receive 0.618 of a share of Chevron common stock and $27.60 in cash for each share of Unocal common stock.

          The all-cash election and all-stock election were subject to proration calculations to preserve an overall per share 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. The cash portion of the merger consideration is expected to be paid on Wednesday, August 17, 2005. Under the Agreement and Plan of Merger dated April 4, 2005 among Unocal Corporation, Chevron Corporation and Blue Merger Sub Inc., as amended by Amendment No. 1 to the Agreement and Plan of Merger, fractional shares of Chevron will not be issued. In lieu thereof, stockholders will receive cash.

          Chevron Corporation is one of the world’s leading energy companies. With more than 53,000 employees, Chevron subsidiaries conduct business in approximately 180 countries around the world, producing and transporting crude oil and natural gas, and refining, marketing and distributing fuels and other energy products. Chevron is based in San Ramon, Calif. More information on Chevron is available at www.chevron.com.

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Contacts:		Donald Campbell Barry Lane		925-842-2589 310-726-7731

CAUTIONARY INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

Except for the historical and factual information contained herein, the matters set forth in this news release, including the amount and type of merger consideration to be received and other statements identified by words such as “estimates,” “expects,” “projects,” “plans,” and similar expressions are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including the satisfaction of closing conditions contained in the merger agreement and other risk factors relating to our industry as detailed from time to time in each of Chevron’s and Unocal’s reports filed with the SEC, including each such company’s most recent Annual Report on Form 10-K. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Unless legally required, neither Chevron nor Unocal undertakes any obligation to update publicly any forward-looking statements herein, whether as a result of new information, future events or otherwise.