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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): April 10, 1995
UNION TEXAS PETROLEUM HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-9019 76-0040040
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
1330 Post Oak Boulevard, Houston, Texas 77056
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 623-6544
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Item 5. Other Events
The information set forth in the press release of the registrant dated
April 7, 1995, which is filed as an exhibit hereto, is incorporated herein by
reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
12.3 Pro Forma Ratio of Earnings to Fixed Charges.
99.1 Press release dated April 7, 1995.
</TABLE>
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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 thereunto duly authorized.
UNION TEXAS PETROLEUM
HOLDINGS, INC.
By: /s/ NEWTON W. WILSON, III
NEWTON W. WILSON, III
General Counsel,
Vice President-Administration
and Secretary
Date: April 10, 1995
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
12.3 Pro Forma Ratio of Earnings to Fixed Charges
99.1 Press Release dated April 7, 1995
</TABLE>
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EXHIBIT 12.3
PRO FORMA RATIO OF EARNINGS TO FIXED CHARGES
Year ended December 31, 1994
(Dollars in thousands)
<TABLE>
<CAPTION>
Historical Adjustments(1) Pro forma
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<S> <C> <C> <C>
Net pretax income................................... $211,983 $(6,864) $205,119
Fixed Charges
Interest expense.................................. 28,721 6,864 35,585
Capitalized debt cost............................. 1,452 1,452
Interest portion of rent charges.................. 3,170 3,170
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Total fixed charges...................... 33,343 6,864 40,207
Less: Capitalized interest, net................... 1,464 1,464
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31,879 6,864 38,743
Earnings before fixed charges....................... 243,862 243,862
======== ======= ========
Ratio of earnings to fixed charges.................. 7.31 6.07
</TABLE>
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(1) The pro forma adjustments give effect to increased interest expense, as
if such transactions had taken place January 1, 1994 as a result of the
issuance of $75 million of the Senior Notes due 2007 at a pro forma annual
interest rate of 8.50% and $125 million of Senior Notes due 2005 at a pro
forma annual interest rate of 8.375% and the application of proceeds to
reduce the Company's debt under its $350 million revolver and uncommitted
and unsecured lines of credit.
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EXHIBIT 99.1
UNION TEXAS PETROLEUM
(LETTERHEAD)
NEWS RELEASE
Contact: Carol L. Cox
(713) 968-2714
UNION TEXAS PETROLEUM 12-YEAR SENIOR NOTES PRICED
Houston, April 7, 1995 -- Union Texas Petroleum Holdings, Inc. today
announced the offering of a $75 million issue of 8.50% 12-year senior notes,
due April 15, 2007, through Goldman, Sachs & Co., J. P. Morgan Securities Inc.
and Salomon Brothers Inc. The offering was priced at 99.658% to yield 8.546%
to the buyers.
Union Texas will receive approximately $74.1 million in net proceeds
from the offering. The independent worldwide oil and gas producer said it will
use the proceeds to reduce indebtedness under the company's existing credit
facilities.
The notes are redeemable at any time at the option of the company, in
whole or in part, at a price equal to 100% of their principal amount plus
accrued interest plus a make-whole premium.
Copies of the offering prospectus may be obtained from Goldman, Sachs
& Co., 85 Broad Street, New York, New York 10004, attention: Donald T. Hansen.
One of the largest independent producers located in the U.S.,
Houston-based Union Texas Petroleum Holdings, Inc. (NYSE: UTH) explores for and
produces oil and gas overseas primarily in the U.K. North Sea, Indonesia and
other strategic areas. The company also has petrochemical interests in the U.S.
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