<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________________________
FORM 8-K/A
AMENDMENT NO. 1
TO
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES ACT OF 1934
_______________________________________________
Date of Report (Date of Earliest Event Reported): October 2, 1995
(July 18, 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 7. FINANCIAL STATEMENTS AND EXHIBITS
<TABLE>
<CAPTION>
Page
<S> <C> <C>
(a) Financial Statements of Businesses Acquired
Report of Independent Accountants 2
Historical Summary of Union Texas Petroleum
Holdings, Inc.'s Interest in the Oil and Gas
Revenues and Direct Operating Expenses of
the Property Acquired from Oryx U.K.
Energy Company 3
Notes to the Historical Summary 4
(b) Pro Forma Financial Information
Pro Forma Condensed Consolidated Balance Sheet,
June 30, 1995 5
Pro Forma Condensed Consolidated Statement of
Operations, Year Ended December 31, 1994 6
Pro Forma Condensed Consolidated Statement of
Operations, Six Months Ended June 30, 1995 7
Notes to Pro Forma Condensed Consolidated
Financial Statements 8
</TABLE>
(c) Exhibits
2.1 Sale and Purchase Agreement dated May 31, 1995, between Union
Texas Petroleum Limited and Oryx U.K. Energy Company (Filed as
Exhibit 10.14 to the Company's Form 10-Q for the quarter ended
June 30, 1995 (Commission File No. 1-9010) and incorporated
herein by reference).
#23.1 Consent of Coopers & Lybrand L.L.P.
# Filed herewith
1
<PAGE> 3
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
Union Texas Petroleum:
We have audited the accompanying Historical Summary of Union Texas Petroleum
Holdings Inc.'s ("Union Texas") interest in the oil and gas revenues and direct
operating expenses of the property acquired from Oryx U.K. Energy Company, a
subsidiary of Oryx Energy Company, for the year ended December 31, 1994
("Historical Summary"). The Historical Summary is the responsibility of Union
Texas' management. Our responsibility is to express an opinion on the
Historical Summary based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the Historical Summary is free of
material misstatement. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the Historical Summary. We
believe that our audit provides a reasonable basis for our opinion.
The accompanying Historical Summary was prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission (for
inclusion in Union Texas' Form 8-K/A) and are not intended to be a complete
financial presentation of Oryx U.K. Energy Company's interests in the property
described above.
In our opinion, the Historical Summary referred to above presents fairly, in
all material respects, Union Texas' interests in the oil and gas revenues and
direct operating expenses of the property acquired from Oryx U.K. Energy
Company for the year ended December 31, 1994, in conformity with generally
accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Dallas, Texas
August 21, 1995
2
<PAGE> 4
HISTORICAL SUMMARY OF
UNION TEXAS PETROLEUM HOLDINGS INC.'S
INTEREST IN THE OIL AND GAS REVENUES AND DIRECT
OPERATING EXPENSES OF THE PROPERTY ACQUIRED
FROM ORYX U.K. ENERGY COMPANY
(IN THOUSANDS)
<TABLE>
<CAPTION>
Year Ended Six Months
December 31, Ended
1994 June 30, 1995
--------------- ----------------
(unaudited)
<S> <C> <C>
Oil and gas revenues $ 31,285 $ 29,713
Direct operating expenses 13,296 8,825
-------- --------
Revenues in excess of direct operating
expenses $ 17,989 $ 20,888
======== ========
</TABLE>
The accompanying notes are an integral part of these summaries.
3
<PAGE> 5
NOTES TO THE HISTORICAL SUMMARY OF
UNION TEXAS PETROLEUM HOLDINGS INC.'S
INTEREST IN THE OIL AND GAS REVENUES AND DIRECT
OPERATING EXPENSES OF THE PROPERTY ACQUIRED
FROM ORYX U.K. ENERGY COMPANY
1. OPERATIONS AND ORGANIZATION:
The accompanying Historical Summary presents the oil and gas revenues
and direct operating expenses which are historically attributable to the
15.5% interest of Union Texas Petroleum Holdings Inc. ("Union Texas") in
the Alba field ("the property") acquired from Oryx U.K. Energy Company,
a subsidiary of Oryx Energy Company ("Oryx"), effective July 1, 1995.
The property is located in the U.K. North Sea.
2. BASIS OF PRESENTATION:
Historical financial statements reflecting financial position, results
of operations, and cash flows required by generally accepted accounting
principles are not presented as such information is neither readily
available on an individual property basis nor meaningful for the
property. Historically, no complete allocation of administrative
overhead was made by Oryx to the property, and depreciation, depletion,
and amortization was based on Oryx's basis in the property.
Accordingly, the accompanying Historical Summary is presented in lieu of
financial statements required under Rule 3-05 of Securities and Exchange
Commission Regulation S-X.
The revenues and expenses presented in the Historical Summary reflect
certain operating policies and procedures which were followed by Oryx,
but which may not be continued by Union Texas. Revenues and expenses
are stated on an accrual basis of accounting. Only those items related
to the direct operations of the property are included. Allocation of
overhead, administrative expenses and income taxes are not included.
3. SUPPLEMENTAL DATA (UNAUDITED):
Production for the year ended December 31, 1994 and the six months ended
June 30, 1995 was 2,347,000 barrels and 1,870,000 barrels, respectively.
Development costs incurred for the year ended December 31, 1994 and the
six months ended June 30, 1995 were $7,047,000 and $3,128,000,
respectively.
4
<PAGE> 6
UNION TEXAS PETROLEUM HOLDINGS, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
JUNE 30, 1995
-------------------------------------------------------------
HISTORICAL ADJUSTMENTS PRO FORMA AFTER
---------- ----------- GIVING EFFECT TO
ALBA ACQUISITION
----------------
<S> <C> <C> <C>
ASSETS
Current assets . . . . . . . . . . . . . . . . . $ 173,638 $ 173,638
Property, plant and equipment, at cost, less
accumulated depreciation, depletion and
amortization . . . . . . . . . . . . . . . 1,282,175 313,052(a) 1,595,227
Other assets . . . . . . . . . . . . . . . . . . 121,740 121,740
----------- -----------
Total assets . . . . . . . . . . . . . . . $ 1,577,553 $ 1,890,605
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities . . . . . . . . . . . . . . . $ 252,268 135,000(a) $ 387,268
Long-term debt . . . . . . . . . . . . . . . . . 430,362 135,000(a) 565,362
Deferred income taxes . . . . . . . . . . . . . . 363,032 43,052(a) 406,084
Other liabilities . . . . . . . . . . . . . . . . 115,451 115,451
----------- -----------
Total liabilities . . . . . . . . . . . . 1,161,113 1,474,165
----------- -----------
Common stock and other stockholders' equity:
Common stock and other equity . . . . . . (36,377) (36,377)
Retained earnings . . . . . . . . . . . . 452,817 452,817
----------- -----------
Total common stock and stockholders' equity . . . 416,440 416,440
----------- -----------
Total liabilities and stockholders' equity . . . $ 1,577,553 $ 1,890,605
=========== ===========
</TABLE>
See accompanying notes to pro forma condensed consolidated financial
statements.
5
<PAGE> 7
UNION TEXAS PETROLEUM HOLDINGS, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1994
-------------------------------------------------------------
HISTORICAL ADJUSTMENTS PRO FORMA AFTER
---------- ----------- GIVING EFFECT TO
(unaudited) ALBA ACQUISITION
----------------
(unaudited)
<S> <C> <C> <C>
Revenues:
Sales, operating, interest and other
revenues . . . . . . . . . . . . . . $ 749,151 $ 29,599(b) $ 778,750
Net income of equity investee . . . . . 20,444 20,444
--------- ----------
769,595 799,194
Costs and other deductions:
Product costs and operating expenses . . 299,586 10,395(b) 309,981
Exploration expenses . . . . . . . . . . 53,532 53,532
Depreciation, depletion and amortization 168,570 16,945(c) 185,515
Selling, general and adminstrative
expense . . . . . . . . . . . . . . . . 24,525 24,525
Interest expense . . . . . . . . . . . . 11,399 17,231(d) 28,630
--------- ----------- ----------
Income before income taxes . . . . . . . . . 211,983 (14,972) 197,011
Income taxes . . . . . . . . . . . . . . . . 145,245 (4,117)(e) 141,128
--------- ----------- ----------
Net income . . . . . . . . . . . . . . . . . $ 66,738 $ (10,855) $ 55,883
========= =========== ==========
Earnings per share of common stock . . . . . $ .76 $ .64
========= ==========
Dividends per share of common stock . . . . . $ .20 $ .20
========= ==========
Weighted average number of shares
outstanding (000's) . . . . . . . . . . 87,642 87,642
========= ==========
</TABLE>
See accompanying notes to pro forma condensed consolidated financial
statements.
6
<PAGE> 8
UNION TEXAS PETROLEUM HOLDINGS, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
(Unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30, 1995
-----------------------------------------------------------
HISTORICAL ADJUSTMENTS PRO FORMA AFTER
---------- ----------- GIVING EFFECT TO
ALBA ACQUISITION
----------------
<S> <C> <C> <C>
Revenues:
Sales, operating, interest and other
revenues . . . . . . . . . . . . . . . $ 440,312 $ 28,210(b) $ 468,522
Net income of equity investee . . . . . 10,941 10,941
---------- ----------
451,253 479,463
Costs and other deductions:
Product costs and operating expenses . . 153,563 6,467(b) 160,030
Exploration expenses . . . . . . . . . . 37,649 37,649
Depreciation, depletion and amortization 84,647 13,501(c) 98,148
Selling, general and admininistrative
expense . . . . . . . . . . . . . . . . 12,281 12,281
Interest expense . . . . . . . . . . . . 10,510 8,616(d) 19,126
---------- ---------- ----------
Income before income taxes . . . . . . . . . 152,603 (374) 152,229
Income taxes . . . . . . . . . . . . . . . . 85,825 (103)(e) 85,722
---------- ---------- ----------
Net income . . . . . . . . . . . . . . . . . $ 66,778 $ (271) $ 66,507
========== ========== ==========
Earnings per share of common stock . . . . . $ .76 $ .76
========== ==========
Dividends per share of common stock . . . . . $ .10 $ .10
========== ==========
Weighted average number of shares
outstanding (000's) . . . . . . . . . . 87,687 87,687
========== ==========
</TABLE>
See accompanying notes to pro forma condensed consolidated financial
statements.
7
<PAGE> 9
UNION TEXAS PETROLEUM HOLDINGS, INC.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
On July 18, 1995, Union Texas Petroleum Holdings, Inc. (the "Company"), through
its subsidiary, Union Texas Petroleum Limited ("UTPL"), completed the
acquisition from Oryx UK Energy Company ("Oryx") of its 15.5% working interest
in Block 16/26 in the central United Kingdom North Sea, which includes the Alba
field. UTPL paid Oryx approximately $270 million for the interest, subject to
certain closing adjustments. The effective date of the transaction was July 1,
1995. The Company funded the acquisition under its bank credit facilities and
its uncommitted and unsecured lines of credit.
The accompanying unaudited pro forma financial information has been included as
required by the rules of the Securities and Exchange Commission and is provided
for comparative purposes only. The accompanying unaudited pro forma financial
statements give effect to the acquisition as if the purchase occurred at an
earlier date. The pro forma condensed consolidated balance sheet gives effect
to the acquisition of the Alba field as if the transaction had been consummated
on June 30, 1995, and accordingly includes the increase to plant, property and
equipment of $313 million, resulting from the purchase price of $270 million,
financed through debt, and an offset to deferred income taxes payable of $43
million. The pro forma condensed consolidated statements of operations were
prepared on the basis that the acquisition was consummated prior to the
beginning of the periods presented. The pro forma financial statements are not
necessarily indicative of the financial results that would have occurred had
the sale taken place at the above indicated dates, or of future results. The
pro forma financial statements and notes should be reviewed in conjunction with
the financial statements, notes and management's discussion contained in the
Company's 1994 annual report on Form 10-K.
NOTE 2 - PRO FORMA ADJUSTMENTS
The unaudited pro forma condensed consolidated financial statements reflect the
following adjustments described below:
(a) Reflects the assets and liabilities associated with the acquisition of
the Alba field based on the purchase price of the assets acquired,
deferred taxes recorded with the purchase and debt incurred as a result
of the transaction.
(b) Reflects the historical oil revenues and direct operating costs
associated with the Alba field adjusted for certain insurance costs for
the periods indicated and the reclassification of certain transportation
costs. The Company does not expect that selling, general and
administrative costs will be materially impacted as a result of this
purchase.
(c) Reflects additional depreciation and depletion expense for the periods
indicated resulting from the acquisition of the Alba field.
(d) Reflects additional interest expense for the periods indicated associated
with the increased debt attributable to the acquisition.
(e) Records the income tax provision of the pro forma adjustments.
NOTE 3 - PRO FORMA SUPPLEMENTAL FINANCIAL DATA - OIL AND GAS PRODUCING
ACTIVITIES
Reserve estimation
The Alba field, operated by Chevron U.K. Ltd, commenced production in January
1994. As a result of the acquisition, the Company recorded approximately 45
million barrels of oil equivalent ("mmboe") as proved reserves as of July 1,
1995, of which approximately 30 mmboe are classified as proved undeveloped.
The Company expects to incur about $30 million of development expenditures over
the next five years related to those proved reserves. Over time, the Company
anticipates recording additional proved reserves from the field based on
production history and future development activity.
8
<PAGE> 10
As prior year oil and gas reserve reports have not been individually prepared
for the Alba field, the Company has developed the following reserve disclosures
based on reserves at the date of acquisition, adjusted for production for the
six months ended June 30, 1995.
<TABLE>
<CAPTION>
Crude Oil and Natural
Gas Liquids Natural Gas
---------------------- -----------
(Thousands of Barrels) (Millions of Cubic Feet)
<S> <C> <C>
Proved reserves at December 31, 1994
UTPH 104,449 1,776,146
Alba 46,869
-------- -----------
Pro forma consolidated proved reserves 151,318 1,776,146
======== ===========
Proved developed reserves at December 31, 1994
UTPH 83,601 1,334,619
Alba 17,270
-------- -----------
Pro forma consolidated proved developed reserves 100,871 1,334,619
======== ===========
</TABLE>
Standardized measure of discounted future net cash flows
The following tables sets forth pro forma information concerning the
standardized measure of discounted future net cash flows from proved oil and
gas reserves of the Company and giving effect to the Alba field acquisition as
if the purchase had occurred prior to the beginning of the presented periods.
<TABLE>
<CAPTION>
Pro forma after
giving effect to the
UTPH Adjustments Alba acquisition
---- ----------- ----------------
(Dollars in millions)
<S> <C> <C> <C>
DECEMBER 31, 1994
Future cash inflows $ 6,643 $ 621 $ 7,264
Future production and develop-
ment costs (2,770) (304) (3,074)
Future income tax expense (1,636) (43) (1,679)
------- ----- -------
Future net cash flows (a) 2,237 274 2,511
10% discount for estimated timing
of cash flows (1,014) (85) (1,099)
------- ----- -------
Standard measure of discounted
future net cash flows $ 1,223 $ 189 $ 1,412
======= ===== =======
DECEMBER 31, 1993
Future cash inflows $ 5,495 $ 497 $ 5,992
Future production and develop-
ment costs (2,442) (304) (2,746)
Future income tax expense (1,218) (9) (1,227)
------- ----- -------
Future net cash flows (a) 1,835 184 2,019
10% discount for estimated timing
of cash flows (832) (56) (888)
------- ----- -------
Standard measure of discounted
future net cash flows $ 1,003 $ 128 $ 1,131
======= ===== =======
</TABLE>
9
<PAGE> 11
(a) As prior year oil and gas reserve reports have not been individually
prepared for the Alba field, the Company has developed the following
disclosures based on reserves at the date of acquisition, adjusted for
production for the six months ended June 30, 1995. Future net cash
flows were computed using year-end prices and costs and statutory tax
rates adjusted for permanent differences, tax credits and allowances.
Changes in the standardized measure of discounted future net cash flows for the
consolidated subsidiaries for 1994 and giving effect to the Alba field
acquisition as if the purchase had occurred prior to January 1, 1994 were as
follows:
<TABLE>
<CAPTION>
Pro forma after
giving effect to the
UTPH Adjustments Alba acquisition
---- ----------- ----------------
(Dollars in millions)
<S> <C> <C> <C>
Beginning of year $ 869 $ 128 $ 997
Sales and transfers of oil and gas
produced, net of production
costs (437) (18) (455)
Net changes in prices, development
and production costs 358 84 442
Extensions, discoveries and im-
proved recovery, less related
costs 46 46
Purchase of minerals in place 118 118
Development costs incurred during
the period 73 7 80
Revisions of previous quantity
estimates 105 105
Increase in present value due to
passage of one year 144 13 157
Net change in income taxes (211) (25) (236)
------- ----- ------
End of year $ 1,065 $ 189 $1,254
======= ===== ======
</TABLE>
10
<PAGE> 12
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.
UNION TEXAS PETROLEUM HOLDINGS, INC.
Date: October 2, 1995 By: /s/ DONALD M. MCMULLAN
--------------------------------
Donald M. McMullan
Vice President and Controller
(Chief Accounting Officer
and officer duly authorized to
sign on behalf of the registrant)
11
<PAGE> 13
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
2.1 Sale and Purchase Agreement dated May 31, 1995, between Union Texas Petroleum Limited
and Oryx U.K. Energy Company (Filed as Exhibit 10.14 to the Company's Form 10-Q for the
quarter ended June 30, 1995 (Commission File No. 1-9010) and incorporated herein by
reference).
#23.1 Consent of Coopers & Lybrand L.L.P.
</TABLE>
# Filed herewith
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements of
Union Texas Petroleum Holdings, Inc. on Form S-8 (File Nos. 33-26105, 33-44045,
33-13575, 33-21684, 33-64928 and 33-59213) of our report dated August 21, 1995,
on our audit of the historical summary of Union Texas Petroleum Holdings,
Inc.'s interest in the oil and gas revenues and direct operating expenses of
the property acquired from Oryx U.K. Energy Company for the year ended December
31, 1994, which report is included in this Form 8-K/A.
COOPERS & LYBRAND L.L.P.
Dallas, Texas
September 29, 1995
