UNION TEXAS PETROLEUM HOLDINGS INC
8-K, 1996-04-26
CRUDE PETROLEUM & NATURAL GAS
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<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): April 26, 1996

                      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.

             Press Release.  The information set forth in the press release of
the registrant dated April 23, 1996, 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>
99.1             Press release dated April 23, 1996
</TABLE>
<PAGE>   3
                                   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 26, 1996
<PAGE>   4
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number           Description
- ------           -----------
<S>              <C>
99.1             Press release dated April 23, 1996
</TABLE>

<PAGE>   1
                                                                    EXHIBIT 99.1

                     UNION TEXAS PETROLEUM (LETTERHEAD)


NEWS RELEASE

Contact: Carol L. Cox
         (713) 968-2714


                UNION TEXAS PETROLEUM REPORTS STRONG PRODUCTION

                       PERFORMANCE IN 1996 FIRST QUARTER

                 ON TRACK FOR RECORD PRODUCTION LEVELS IN 1996


         Houston, April 23, 1996 -- Union Texas Petroleum Holdings, Inc. today
reported 1996 first quarter earnings of 54 cents per share, compared to 53
cents per share in 1995's corresponding period, resulting from 1996 first
quarter net income of $48 million, versus $47 million in the same quarter a
year ago.  Sales and operating revenues for 1996's first quarter totaled $258
million, up from $240 million a year ago, due principally to increased oil
volumes and higher oil and liquefied natural gas (LNG)  prices.

         "Union Texas' worldwide oil and gas business benefited from higher
sales volumes in our U.K. North Sea operations and increased prices for oil and
LNG during 1996's first quarter.  This strong performance more than offset a
decline in ethylene margins at our petrochemical operations in the United
States," said Chairman and CEO John Whitmire.

         Worldwide, Union Texas posted a 7% gain in its production volumes
during the first quarter of 1996, producing an average of approximately 145,000
barrels of oil equivalent a day compared to about 135,000 barrels  a year ago.
"Given our excellent production performance during 1996's first quarter, we are
on track to exceed last year's record production," Whitmire added.




                                    -more-
<PAGE>   2
                                     2.

         Whitmire also noted that the company used approximately $71 million of
its excess cash flow during the first three months of 1996 to pay down debt.
Since acquiring a 15.5% working interest in the U.K. North Sea's Alba oil field
in July 1995 for $270 million, Union Texas has reduced its debt through March
1996 by about $130 million.

         In the U.K. North Sea, Union Texas recorded a 24% increase in its oil
and gas sales volumes from the first quarter of 1995, primarily reflecting the
company's Alba acquisition.  Mr Whitmire noted that the production contribution
from Alba had exceeded the company's expectations, with production from Alba
averaging about 74,000 gross barrels of oil per day during 1996's first
quarter.  A production test on a recently drilled extended-reach well to the
southern part of the Alba block yielded about 30,000 gross barrels of oil per
day.  The Alba venture plans an expansion of the field's production facilities
to handle up to 100,000 gross barrels of oil a day by the end of 1996.

         In the first quarter of 1996, the company's average sales price for
worldwide crude oil was $17.93 per barrel, up from $16.27 a year ago.  Union
Texas' average LNG sales prices, which are set monthly based on a "basket" of
world oil prices, also rose during the first three months of 1996, to $3.30 per
thousand cubic feet versus $3.07 in 1995's same period.

         At the company's petrochemical operations in the United States,
ethylene margins declined during the first quarter of 1996 to approximately 3
cents per pound of ethylene, compared to 16 cents a year ago.  "Although we
experienced lower ethylene sales prices primarily due to the industry's excess
supply during 1996's first quarter, we have been encouraged by recent
strengthening in ethylene prices," Whitmire commented.





                                    - more -
<PAGE>   3
                                       3.

         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.
Union Texas celebrated its 100th anniversary in January 1996.

         Comparative financial highlights follow (amounts in millions, except
per share data):

<TABLE>
<CAPTION>
                                                  THREE MONTHS ENDED MARCH 31,
                                                  ----------------------------
                                            
                                                     1996               1995
                                                     ----               ----
 <S>                                                <C>                <C>
 Net income  . . . . . . . . . . . . . . . .        $   48             $   47
 Earnings per share  . . . . . . . . . . . .        $  .54             $  .53
 Sales and operating revenues  . . . . . . .        $  258             $  240
 Average common shares outstanding . . . . .          87.6               87.6
</TABLE>





Additional financial and operating information appears on the attached pages.





                                    - more -
<PAGE>   4
                                       4.

                             UNION TEXAS PETROLEUM
                               FINANCIAL SUMMARY

                  (amounts in millions, except per share data)


<TABLE>
<CAPTION>
                                                    FIRST QUARTER      
                                             --------------------------
                                         
                                             1996                   1995 
                                            ------                 ------
<S>                                          <C>                    <C>
Sales and operating revenues                 $ 258                  $ 240
                                         
Net income                                   $  48                  $  47
  Major operations (a)                   
  Indonesia                                  $  37                  $  28
  U.K. North Sea                             $  29                  $  18
  Pakistan                                   $   6                  $   4
  Petrochemicals                             $   2                  $  12
                                         
Earnings per share of                    
  common stock                               $ .54                  $ .53
                                         
Discretionary cash flow (b)                  $ 112                  $ 112
  Major operations (a)                   
    Indonesia                                $  51                  $  44
    U.K. North Sea                           $  65                  $  51
    Pakistan                                 $   8                  $   8
    Petrochemicals                           $   5                  $  19
                                         
Average common shares                         87.6                   87.6
</TABLE>



See footnotes on page 6.





                                    - more -
<PAGE>   5
                                       5.

                             UNION TEXAS PETROLEUM
                      DISCRETIONARY CASH FLOW SUMMARY (b)
                             (amounts in millions)

<TABLE>
<CAPTION>
                                                FIRST QUARTER         
                                        ------------------------------
                                          1996                  1995 
                                         ------                ------
<S>                                     <C>                    <C>
Net income                              $    48                $  47
Less: Equity partnership                                       
      income                            $    (9)               $  (5)
Add:  DD&A                              $    55                $  47
       Deferred taxes                   $    (8)               $  (2)
       Exploration expenses             $    14                $  15
       Unimar equity DCF (c)            $    12                $  10
                                                               
Discretionary cash flow                 $   112                $ 112
</TABLE>


See footnotes on page 6.


                             OPERATING SUMMARY (d)

<TABLE>
<CAPTION>
                                                  FIRST QUARTER         
                                         -----------------------------
                                        
                                          1996                   1995 
                                         ------                 ------
<S>                                      <C>                    <C>
Net crude oil sales (MBBLS/D)                                 
      U.K. North Sea                         46                     37
      Indonesia                               8                      6
      Pakistan                                6                      5
                                                              
Average crude oil prices (per BBL)                            
      U.K. North Sea                     $18.09                 $16.34
      Indonesia                          $18.34                 $17.28
      Pakistan                           $16.17                 $14.62
                                                              
Net natural gas sales (MMCF/D)                                
      Indonesian LNG                        241                    242
      U.K. North Sea                         59                     44
      Pakistan                               43                     43
                                                              
Average natural gas prices (per MCF)                          
      Indonesian LNG                     $ 3.30                 $ 3.07
      U.K. North Sea (e)                 $ 2.50                 $ 3.01
      Pakistan                           $ 1.29                 $ 1.30
                                                              
Ethylene (per LB)                                             
      Sales price                        $  .18                 $  .28
      Margins                            $  .03                 $  .16
      Sales volumes (MLBS/D)(f)           1,180                  1,338
</TABLE>

See footnotes on page 6.





                                    - more -
<PAGE>   6
                                       6.


                                   FOOTNOTES



(a)   Excludes corporate items and other worldwide exploration ventures.

(b)   Discretionary cash flow (DCF) is net income (less equity partnership
      income) excluding depreciation, deferred taxes, and exploration expenses,
      plus the company's estimated share of discretionary cash flow from its
      equity interest in its Unimar partnership's Indonesian operations.

(c)   Unimar equity DCF reflects the company's estimated share of discretionary
      cash flow from its equity interest in its Unimar partnership's Indonesian
      operations.

(d)   Excludes the Unimar equity partnership.

(e)   Excludes capacity charge of $17 million and $17 million in the first
      quarters of 1996 and 1995, respectively, from the North and South Sean
      gas fields in the U.K. North Sea.

(f)   Represents Union Texas' 41.67% net interest in the jointly-owned Geismar
      ethylene plant in Louisiana.


                                     # # #


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