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UNITED STATES
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
Date of Report (or Date of Earliest Event Reported): September 15, 1997
UNION TEXAS PETROLEUM HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 1-9019 76-0040040
(State of incorporation or (Commission File Number) (IRS Employer
organization) Identification No.)
1330 Post Oak Boulevard
Houston, Texas 77060
(Address of principal executive offices)
(713) 623-6544
(Registrant's telephone number)
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ITEM 5. OTHER EVENTS.
I. Rights Plan
On September 12, 1997, the Board of Directors of Union Texas Petroleum
Holdings, Inc. (the "Company") declared a dividend of one Common Stock Purchase
Right (a "Right") for each outstanding share of Common Stock, par value $.05
per share, of the Company (the "Common Stock"). The dividend is payable to the
stockholders of record on September 23, 1997 (the "Record Date"). Each Right
entitles the registered holder to purchase from the Company at any time after
the Distribution Date one-half of one share of Common Stock at a price of
$90.00 per full share of Common Stock (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") dated as of September 12, 1997 between the
Company and First Chicago Trust Company of New York (the "Rights Agent").
Detachment of Rights; Exercise. Initially the Rights will be attached
to all certificates representing shares of Common Stock then outstanding, and
no separate Right Certificates will be distributed. The Rights will become
exercisable and separate from the shares of Common Stock upon the earlier to
occur of (i) ten days after the date of a public announcement that a person or
group of affiliated or associated persons has acquired beneficial ownership of
15% or more of the outstanding shares of Common Stock (such person or group
being hereinafter referred to as an "Acquiring Person") (the "Stock Acquisition
Date"); or (ii) ten business days (or such later date as the Board may
determine) following the commencement of, or announcement of an intention to
make, a tender offer or exchange offer the consummation of which would result
in a person or group becoming the beneficial owner of 15% or more of the
outstanding shares of Common Stock (the earlier of such dates being called the
"Distribution Date").
The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with, and only with, the shares of Common Stock.
Until the Distribution Date (or earlier redemption or expiration), new Common
Stock certificates issued after the Record Date upon transfer or new issuance
of shares of Common Stock will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any certificates for
shares of Common Stock outstanding as of the Record Date, even without such
notation or a copy of this Summary of Right being attached thereto, will also
constitute the transfer of the Rights associated with the shares of Common
Stock represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the shares of Common
Stock as of the close of business on the Distribution Date, and such separate
Right Certificates alone will evidence the Rights.
Each of the following persons will not be deemed to be an Acquiring
Person even if they have acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding Common Stock of the Company: (i)
the Company, any subsidiary of the Company, or any employee benefit plan of the
Company or of any subsidiary of the Company; (ii) any person who
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would otherwise become an Acquiring Person solely by virtue of a reduction in
the number of outstanding shares of Common Stock unless and until such person
shall become the beneficial owner of any additional shares of Common Stock; and
(iii) certain persons specified in the Rights Agreement who as of September 12,
1997 are the beneficial owners of 15% or more of the Common Stock (and
transferees thereof under certain circumstances). The Rights are not
exercisable until the Distribution Date. The Rights will expire at the close
of business on September 30, 2007, unless earlier redeemed by the Company as
described below.
If any person becomes an Acquiring Person, each holder of a Right will
thereafter have the right (the "Flip-In Right") to receive, upon payment of the
Purchase Price, shares of Common Stock (or in certain circumstances, cash,
property or other securities of the Company) having a value equal to two times
the Purchase Price. Notwithstanding the foregoing, all rights that are, or
were, beneficially owned by an Acquiring Person or any affiliate or associate
thereof will be null and void and not exercisable.
If, at any time on or after the Stock Acquisition Date, (i) the Company
is acquired in a merger or other business combination transaction in which the
holders of all of the outstanding shares of Common Stock immediately prior to
the consummation of the transaction are not the holders of all of the surviving
corporation's voting power, or (ii) more than 50% of the Company's assets, cash
flow or earning power is sold or transferred, then each holder of a Right
(except Rights which have previously been voided as set forth above) shall
thereafter have the right (the "Flip-Over Right") to receive, upon exercise and
payment of the Purchase Price, common shares of the acquiring company having a
value equal to two times the Purchase Price. If a transaction would otherwise
result in a holder's having a Flip-In as well as a Flip-Over Right, then only
the Flip-Over Right will be exercisable; if a transaction results in a holder's
having a Flip-Over Right subsequent to a transaction resulting in a holder's
having a Flip-In Right, a holder will have Flip-Over Rights only to the extent
such holder's Flip-In Rights have not been exercised.
Registration and Listing of Common Shares. The offer and sale of the
Common Stock or other securities issuable upon the exercise of the Rights will
be registered with the Securities and Exchange Commission but such registration
will not be effective until the Rights become exercisable. As described above,
however, the Rights will not be transferable separately from the Common Stock
until the Distribution Date.
Antidilution and Other Adjustments. The Purchase Price payable, and the
number of shares of Common Stock or other securities or property issuable, upon
exercise of the Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a subdivision, combination
or reclassification of, the Common Stock, (ii) upon the grant to holders of the
Common Stock of certain rights or warrants to subscribe for Common Stock or
convertible securities at less than the current market price of the Common
Stock or (iii) upon the distribution to holders of the Common Stock of
evidences of indebtedness or assets (excluding dividends payable in Common
Stock) or of subscription rights or warrants (other than those referred to
above).
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However, no adjustment in the Purchase Price will be required until cumulative
adjustments require an adjustment of at least 1%.
Redemption of Rights. In general, the Company may redeem the Rights at
a price of $.001 per Right (subject to adjustment), at any time before the
Stock Acquisition Date. Immediately upon the action of the Board of Directors
ordering redemption of the Rights, the Rights will terminate and the only right
of the holders of Rights will be to receive the redemption price.
Exchange of Rights. At any time after any person becomes an Acquiring
Person and prior to the acquisition by any person of 50% or more of the
outstanding shares of Common Stock, the Board of Directors of the Company may
exchange the then outstanding and exercisable Rights (other than Rights owned
by an Acquiring Person, which will have become null and void), in whole or in
part, for shares of Common Stock, each Right being exchangeable for one share
of Common Stock, subject to adjustment.
No Rights as Stockholder. Until a Right is exercised, the holder
thereof, as such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to receive dividends.
Amendment of Rights. Prior to the Stock Acquisition Date, the Rights
Agreement generally may be amended by the Board of Directors of the Company.
On or after the Stock Acquisition Date, the Company may amend the Rights
Agreement only to (i) cure any ambiguity, (ii) correct or supplement any
provision which may be defective or inconsistent with the other provisions of
the Rights Agreement, or (iii) change or supplement the Rights Agreement in any
other manner which the Company may deem necessary or desirable, provided that
no amendment shall adversely affect the interests of the holders of Rights
(other than any interest of an Acquiring Person or an Affiliate or Associate of
an Acquiring Person).
This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement, filed
herewith as Exhibit 4.1, as the same may be amended from time to time, which is
hereby incorporated herein by reference.
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ITEM 7. Financial Statements and Exhibits
(c) Exhibits
(4) Instruments defining rights of security holders,
including indentures:
4.1 Rights Agreement dated as of September 12,
1997 between Union Texas Petroleum Holdings,
Inc. and First Chicago Trust Company of New
York, which includes the Form of Right
Certificate as Exhibit A and the Summary of
Rights to Purchase Common Stock as Exhibit B
(incorporated herein by reference to Exhibit
1 to the Company's Form 8-A Registration
Statement filed September 15, 1997 (File No.
1-9019)).
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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.
Dated: September 15, 1997
UNION TEXAS PETROLEUM HOLDINGS, INC.
By: /s/ ALAN R. CRAIN, JR.
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Name: Alan R. Crain, Jr.
Title: Vice President and
General Counsel
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Exhibit Description
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<S> <C>
(4) Instruments defining the rights of security holders, including
indentures:
4.1 Rights Agreement dated as of September 12, 1997 between Union
Texas Petroleum Holdings, Inc. and First Chicago Trust Company of
New York, which includes the Form of Right Certificate as Exhibit
A and the Summary of Rights to Purchase Common Stock as Exhibit B
(incorporated herein by reference to Exhibit 1 to the Company's
Form 8-A Registration Statement filed September 15, 1997 (File
No. 1-9019)).
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