<PAGE> 1
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): June 28, 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
<PAGE> 2
Item 5. Other Events.
------------
Alba Acquisition. On June 1, 1995, Union Texas
Petroleum Holdings, Inc. (the "Company") announced that its
subsidiary, Union Texas Petroleum Limited ("UTPL"), entered
into an agreement with Oryx UK Energy Company to acquire
Oryx's 15.5% working interest in Block 16/26 in the central
United Kingdom North Sea, which includes the Alba field.
Under the agreement, UTPL has agreed to pay Oryx approximately
$270 million for the interest. The effective date of the
transaction is July 1, 1995. The transfer of the interest is
subject to certain conditions, including necessary consents
from the U.K's Department of Trade and Industry. Closing is
expected in the third quarter of 1995. The Company will fund
the acquisition under its bank credit facilities, which it
expects to increase prior to closing. After closing, the
Company expects to record approximately 45 million barrels of
oil as proved reserves. The Alba field commenced production
in January 1994. Gross daily production at Alba currently
averages over 75,000 barrels of oil. The Company expects to
spend about $25 million to $30 million net over the next five
years for future development expenditures. The Alba field is
operated by Chevron U.K. Ltd.
The Company's plans in the near term are to focus on
integrating the interests in Alba as well as the undeveloped
Britannia field acquired in late 1994 into its existing North
Sea program while utilizing any excess cash flow for the
reduction of debt. The Company will also continue to
emphasize developing its core holdings and conducting an
active exploration program as well as controlling costs.
<PAGE> 3
Financing Activities. The Company currently has two
unsecured bank credit facilities (the "Credit Facilities").
One of the Credit Facilities is a $100 million revolver that
provides for conversion of amounts outstanding on April 15,
1996 to a one year term loan maturing April 15, 1997. The
other Credit Facility is a $450 million revolver that reduces
quarterly by $35 million beginning July 31, 1998, with a final
maturity of April 30, 1999. The Company has executed an
amendment to eliminate the total indebtedness restriction
under the Credit Facilities, which was a $775 million
limitation. In addition, the Company has negotiated an
additional $100 million unsecured credit agreement with
NationsBank of Texas, N.A., as agent, Bank of America National
Trust and Savings Association and Union Bank of Switzerland,
Houston Agency, as co-agents. This credit facility, which is
expected to be executed as of June 30, 1995, is a revolver
that provides for conversion of amounts outstanding on June 15,
1996 to a one-year term loan maturing June 15, 1997. In
addition to such credit facilities, the Company has the ability
to obtain favorable interest rates on short-term borrowings,
uncommitted and unsecured lines of credit established with
several banks.
The Company's indirect subsidiary, Union Texas
Britannia Limited ("UTBL"), which is a wholly owned subsidiary
of UTPL, has a 150 million pounds sterling secured financing
from Chemical Bank, NationsBank N.A. (Carolinas), National
Westminster Bank plc and certain other banks. The financing
will be used to fund the Company's share of the cost of
developing the Britannia field to production (including
interest and other financing costs incurred prior to
completion and potential cost overruns), and any remaining
availability after completion may, subject to certain
coverage ratios being met, be used for UTBL's general corporate
purposes. Except for certain support by UTPL related to any
potential cost overruns in excess of the facility amount
(limited to 30 million pounds sterling), insurance, tax
benefits and administrative services, the lenders' recourse
will be limited to the Britannia field project assets and
is nonrecourse to the Company. The financing has a final
maturity in September 2005.
Press Releases. The information set forth in the
three press releases of the Company dated May 19, 1995,
May 25, 1995 and June 28, 1995, which are filed as exhibits
hereto, are incorporated herein by reference.
<PAGE> 4
Item 7. Financial Statements and Exhibits.
---------------------------------
(c) Exhibits:
Exhibit
Number Description
- ------ -----------
99.1 Press release dated May 19, 1995
99.2 Press release dated May 25, 1995
99.3 Press release dated June 28, 1995
<PAGE> 5
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: June 28, 1995
<PAGE> 6
INDEX TO EXHIBITS
Exhibit
Number Description
- ------ -----------
99.1 Press release dated May 19, 1995
99.2 Press release dated May 25, 1995
99.3 Press release dated June 28, 1995
EXHIBIT 99.1
UNION TEXAS PETROLEUM
(LETTERHEAD)
NEWS RELEASE
Contact: Carol L. Cox
(713) 968-2714
UNION TEXAS PETROLEUM SECONDARY OFFERING
PRICED AT $22.125 PER SHARE
Houston, May 19, 1995 -- Union Texas Petroleum Holdings,
Inc. (NYSE: UTH) announced today the secondary public offering
at $22.125 per share of 10 million shares of the 33.3 million
shares of the company's common stock owned by partnerships
affiliated with Kohlberg Kravis Roberts & Co. (KKR). Union
Texas will not receive any proceeds from the offering. In
addition, the KKR partnerships have granted the underwriters
an option to purchase up to an additional 1.5 million shares
to cover over-allotments, if any. Upon completion of the
offering, the KKR partnerships will own approximately 27%
(or 25% if the underwriters exercise their over-allotment
option in full) of Union Texas' outstanding common stock. As
of March 31, 1995, Union Texas had approximately 87.7 million
shares of common stock outstanding.
The shares are being offered concurrently in the United
States and internationally. The offering is being managed by
Salomon Brothers Inc (books), CS First Boston, Goldman, Sachs
& Co. and Merrill Lynch & Co. Copies of the prospectus
relating to the secondary offering may be obtained from
Salomon Brothers Inc, 7 World Trade Center, New York, New
York 10048, (212) 783-7000.
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 has petrochemical operations in Louisiana.
# # #
EXHIBIT 99.2
UNION TEXAS PETROLEUM
(LETTERHEAD)
NEWS RELEASE
Contact: Carol L. Cox
(713) 968-2714
UNION TEXAS PETROLEUM ANNOUNCES
CLOSING OF SECONDARY OFFERING
Houston, May 25, 1995 -- Union Texas Petroleum Holdings,
Inc. (NYSE: UTH) announced today the closing of the secondary
public offering of 11.5 million shares of the 33.3 million
shares of the company's common stock owned by partnerships
affiliated with Kohlberg Kravis Roberts & Co. (KKR). The
shares included the exercise by the underwriters of their
option to purchase in full the additional 1.5 million shares
to cover over-allotments in the secondary offering at the
offering price of $22.125 per share, less underwriters'
discount. Union Texas did not receive any proceeds from the
offering. The KKR partnerships now own approximately 25% of
Union Texas' common stock outstanding. As of March 31, 1995,
Union Texas had approximately 87.7 million shares of common
stock outstanding.
The shares were offered concurrently in the United States
and internationally. The offering was managed by Salomon
Brothers Inc, CS First Boston Corporation, Goldman, Sachs & Co.
and Merrill Lynch & Co.
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 has petrochemical operations in Louisiana.
# # #
<PAGE> 1
EXHIBIT 99.3
UNION TEXAS PETROLEUM
(LETTERHEAD)
NEWS RELEASE
Contact: Carol L. Cox
(713) 968-2714
UNION TEXAS UPDATES OPERATIONS ACTIVITIES AT
WARBURG OIL AND GAS CONFERENCE IN LONDON
Houston, June 28, 1995 -- Union Texas Petroleum Holdings,
Inc. Senior Vice President Art Peabody updated analysts and
portfolio managers on the independent oil and gas company's
worldwide operations during a presentation at the S. G.
Warburg International Oil and Gas Conference held in London
today, June 28, 1995.
During his presentation, Peabody discussed Union Texas'
core producing operations in the U.K. North Sea, Indonesia
and Pakistan. As part of his review of the company's U.K.
North Sea operations, Peabody reviewed Union Texas' recent
announcement that it will acquire a 15.5% working interest in
the Alba oil field for $270 million from Oryx U.K. Energy
Company. Closing is expected in the third quarter of 1995.
The Alba acquisition follows Union Texas' 1994 purchase of a
9.42% unit interest in the U.K. North Sea's Britannia gas
field, a portion of which the Alba property overlies.
In an update on the company's new ventures exploration
program, Peabody said an exploration well had begun drilling
on June 1 on the Ramla block offshore Tunisia, in which Union
Texas has a 50% working interest and serves as operator. On
June 10, exploration drilling was initiated on a prospect in
the St. George's Channel offshore southeastern Ireland, where
Union Texas holds a 25% working interest.
In Eastern Indonesia, a drilling rig is on location for
the initial well on the Kai-Tanimbar-Rebi blocks, where Union
Texas has a 33.3% working interest and is operator. Beginning
in July, Union Texas will participate in a two-well exploration
drilling program on Block 04.2 in the South Con Son basin
offshore Vietnam, in which Union Texas has a 25% working
interest.
Mr. Peabody also said that the company's second 1995
exploration well on its offshore Argentina concession was
<PAGE> 2
-more-
unsuccessful. Located on the western portion of the Cuenca
Colorado Marina block, the Estrella well recovered samples of
good quality source rock, but did not encounter good quality
reservoir. Union Texas, which operates the venture and has a
50% working interest, expects to conduct extensive seismic work
on the block during late 1995 and early 1996 to identify
potential future drilling targets.
In early 1995, Union Texas, with a 22% working interest,
participated in additional exploration drilling in the Western
Colville area in Alaska's North Slope. Mr. Peabody said the
Colville area holds strong potential and that an active program
is planned in 1996.
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 has petrochemical operations in Louisiana.
# # #
