UNION TEXAS PETROLEUM HOLDINGS INC
8-A12B, 1994-04-04
CRUDE PETROLEUM & NATURAL GAS
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<PAGE>   1
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549


                                   FORM 8-A

              FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

                   PURSUANT TO SECTION 12(b) OR (g) OF THE

                       SECURITIES EXCHANGE ACT OF 1934
                              __________________
<TABLE>
<S>                                         <C>                             <C>
  Union Texas Petroleum Holdings, Inc.              Delaware                    76-0040040
  Union Texas East Kalimantan Limited               The Bahamas                    N/A
Union Texas Petroleum Energy Corporation            Delaware                    76-0351014
 Union Texas International Corporation              Delaware                    76-6044301
    Union Texas Products Corporation                Delaware                    76-0040039
              Unistar, Inc.                         Delaware                    76-0108150
    (Exact name of each registrant as       (State or other jurisdiction     (I.R.S. Employer
       specified in its charter)                 of incorporation or        Identification No.)
                                                    organization)

</TABLE>


       1330 Post Oak Boulevard                               
           Houston, Texas                                   77056
- --------------------------------------------------------------------------------
        (Address of Principal                             (Zip Code)
          Excutive Offices)                          

Securities to be Registered Pursuant to Section 12(b) of the Act:

<TABLE>
<CAPTION>

                                                     Name of each exchange
           Title of each class                        on which each class
           to be so registered                        is to be registered
           -------------------                       ---------------------
         <S>                                        <C>
         % Senior Notes due 2004                    New York Stock Exchange
          Subsidiary Guarantees                     New York Stock Exchange

</TABLE>
                                                   


Securities to be Registered Pursuant to Section 12(g) of the Act: None

<PAGE>   2
ITEM 1.    DESCRIPTION OF REGISTRANTS' SECURITIES TO BE REGISTERED.

              A description of the ____% Senior Notes due 2004 of Union Texas
Petroleum Holdings, Inc. (the "Company") as guaranteed by the Subsidiary
Guarantors (defined below) (and together with the Company, the "Registrants"),
to be registered hereunder is set forth under the caption Description of the
Notes in the Prospectus included in the Registrants' Registration Statement on
Form S-3 (No. 33-52683), filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, including any prospectus filed in
accordance with Rule 424(b), which description is incorporated herein by
reference.  The Subsidiary Guarantors include Union Texas East Kalimantan
Limited, Union Texas Petroleum Energy  Corporation, Union Texas International
Corporation, Union Texas Products  Corporation and Unistar, Inc., each of which
is directly/indirectly a wholly  owned subsidiary of the Company.  The Notes are
unconditionally guaranteed as to payment of principal, premium, if any, and
interest by each of the Subsidiary Guarantors.

ITEM 2.    EXHIBITS.

              The following exhibits to this Registration Statement on Form 8-A
are incorporated by reference to the document specified, which is filed with
the Securities and Exchange Commission and the New York Stock Exchange, Inc.

                            1.    A form of the Notes to be registered
              hereunder, included in Exhibit 4.1 to the Registrants'
              Registration Statement on Form S-3 (No. 33-52683).

                            2.    Form of Indenture relating to $200,000,000
              Principal Amount of ____% Senior Notes due 2004 among Union 
              Texas Petroleum Holdings, Inc. and the Subsidiary Guarantors and 
              The First National Bank of Chicago, Trustee, filed as Exhibit 
              4.1 to the Registrants' Registration Statement on Form S-3 
              (No. 33-52683).

                            3.    Registration Statement on Form S-3 
              (No. 33-52683) filed with the Securities and Exchange 
              Commission under the Securities Act of 1933, as amended, and 
              incorporated herein by reference.

<PAGE>   3
                                  SIGNATURES


        Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrants have duly caused this Registration Statement to be
signed on their behalf by the undersigned, hereunto duly authorized.


                               UNION TEXAS PETROLEUM HOLDINGS, INC.
                                
                                           /s/ LARRY D. KALMBACH
                               ---------------------------------------------
                                               Larry D. Kalmbach
                                           Vice President -- Finance
                      
Date: March 31, 1994                (Principal financial officer and officer
                                authorized to sign on behalf of the Registrant.)




                               UNISTAR, INC.
                                
                                           /s/ LARRY D. KALMBACH
                               ---------------------------------------------
                                               Larry D. Kalmbach
                                                 Vice President
                      
Date: March 31, 1994                (Principal financial officer and officer
                                authorized to sign on behalf of the Registrant.)




                               UNION TEXAS EAST KALIMANTAN LIMITED
                                
                                           /s/ LARRY D. KALMBACH
                               ---------------------------------------------
                                               Larry D. Kalmbach
                                                 Vice President
                      
Date: March 31, 1994                (Principal financial officer and officer
                                authorized to sign on behalf of the Registrant.)


<PAGE>   4

                               UNION TEXAS PETROLEUM ENERGY CORPORATION
                                
                                           /s/ LARRY D. KALMBACH
                               ---------------------------------------------
                                               Larry D. Kalmbach
                                                 Vice President
                      
Date: March 31, 1994                (Principal financial officer and officer
                                authorized to sign on behalf of the Registrant.)




                               UNION TEXAS INTERNATIONAL CORPORATION
                                
                                           /s/ LARRY D. KALMBACH
                               ---------------------------------------------
                                               Larry D. Kalmbach
                                                 Vice President
                      
Date: March 31, 1994                (Principal financial officer and officer
                                authorized to sign on behalf of the Registrant.)




                               UNION TEXAS PRODUCTS CORPORATION
                                
                                           /s/ LARRY D. KALMBACH
                               ---------------------------------------------
                                               Larry D. Kalmbach
                                                 Vice President
                      
Date: March 31, 1994                (Principal financial officer and officer
                                authorized to sign on behalf of the Registrant.)


<PAGE>   5
                                EXHIBIT INDEX
                                -------------

<TABLE>

<CAPTION>
Exhibit                                                                           Page No.
- -------                                                                           --------
   <S>     <C>                                                                    <C>
   1       A form of the Notes to be registered hereunder, included in Exhibit
           4.1 to the Registrants' Registration Statement on Form S-3 (No.
           33-52683).

   2       Form of Indenture relating to $200,000,000 Principal Amount of   %
           Senior Notes due 2004 between Union Texas Petroleum Holdings, Inc.,
           the Subsidiary Guarantors and The First National Bank of Chicago, 
           Trustee, filed as Exhibit 4.1 to the Registrants' Registration 
           Statement on Form S-3 (No. 33-52683) and incorporated herein by 
           reference.
                  
   3       Registration Statement on Form S-3 (No. 33-52683) filed with the 
           Securities and Exchange Commission under the Securities Act of 
           1933, as amended, and incorporated herein by reference.

</TABLE>




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