<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 3, 1997
REGISTRATION NO. 333_
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNION TEXAS PETROLEUM HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 76-0040040
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
UNION TEXAS PETROLEUM
DEFERRED COMPENSATION PLAN
(Full title of the plan)
ALAN R. CRAIN, JR.
VICE PRESIDENT AND GENERAL COUNSEL
1330 POST OAK BLVD.
HOUSTON, TEXAS 77056
(713) 623-6544
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
--------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE PER SHARE AND OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER OBLIGATION PRICE FEE
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock, par value $.05 per share 100,000 Shares(1) $20.75 (2) $2,075,000(2) $628.79
- ----------------------------------------------------------------------------------------------------------------------
Deferred Compensation Obligations(4) $1,000,000 100% $1,000,000(3) $303.03
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Representing shares of the Registrant's Common Stock, par value $.05 per
share (the "Common Stock"), to be issued by the Registrant in connection
with the Union Texas Petroleum Deferred Compensation Plan (the "Plan").
This Registration Statement also covers such indeterminable number of
additional shares as may become issuable to prevent dilution in the event
of stock splits, stock dividends or similar transactions pursuant to the
terms of the Plan. In addition, pursuant to Rule 416(c) under the
Securities Act, this Registration Statement covers an indeterminate amount
of interests to be offered or sold pursuant to the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h), based upon the average of the high and low prices
of a share of the Registrant's Common Stock for June 27,1997 on the New
York Stock Exchange.
(3) Estimated solely for the purpose of calculating the registration fee.
(4) The Deferred Compensation Obligations are unsecured obligations of the
Registrant to pay deferred compensation in the future in accordance with
the terms of the Plan.
================================================================================
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of the
General Instructions to the Registration Statement on Form S-8 will be sent or
given to employees of the Registrant selected to participate in the Plan as
required by Rule 428(b)(1) promulgated under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Union Texas Petroleum Holdings, Inc. (the "Company") incorporates
herein by reference the following documents, or portions of documents, as of
their respective dates as filed with the Securities and Exchange Commission
(the "Commission"):
(a) The Company's Annual Report on Form 10-K for the year
ended December 31, 1996;
(b) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997;
(c) The Company's Current Reports on Form 8-K dated
January 24, 1997, February 13, 1997, April 23, 1997, May 7, 1997 and
May 12, 1997; and
(d) The description of the Company's common stock, par
value $.05 per share (the "Common Stock"), contained in the Company's
Registration Statement on Form 8-A filed with the Commission on August
6, 1987 pursuant to Section 12 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") as amended by amendments on Form 8
dated September 16, 1987, September 21, 1987 and September 24, 1987.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Capitalized terms used without definition herein have the meanings
assigned in the Union Texas Petroleum Deferred Compensation Plan (the "Plan").
The Plan allows officers, directors and certain key employees of the Company
and its affiliates to submit elections to defer compensation, including
elections as to the amount to be deferred and the timing, and manner of
distribution. Deferred amounts are credited in deferred compensation ledger
accounts (an "Account") or, for executive officers or directors as described
below, may be deferred, if elected, in the form of shares of Restricted Stock.
Each executive officer of the Company may elect to defer up to 50% of
his or her annual Base Compensation under the Plan; each eligible employee,
including officers, may elect to defer all or a portion of his or her Annual
Incentive Compensation under the Plan; and each director of the Company may
elect to defer all or a portion of his or her annual Director Fees deferred
under the Plan. Each Participant shall elect, with respect to any such
deferred amounts, the year in which distribution shall be made or for the
distribution to be made upon retirement and the manner
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<PAGE> 3
of distribution desired with respect to any such deferral election, i.e. a lump
sum payment or consecutive annual installments over a period not to exceed 15
years. The value of a Participant's Account will be based on the performance
of the investment options selected by the Participant under the Plan for
purposes of accounting (as if the deferred compensation had been so invested)
and not for actual investment. Unless otherwise delegated to the Section 16
Committee, the Organization and Compensation Committee of the Board of
Directors of the Company (the "Committee") has the sole discretion to determine
the investment options available under the Plan, which investment options
include shares of Phantom Stock of the Company. A Participant may redesignate
amounts credited to his or her Accounts among the investment options available
under the Plan from time to time as permitted by the Committee.
Upon a Participant's Designated Payment Date (as determined by the
Participant in his or her deferral election) all amounts credited to a
Participant's Account shall be paid to the Participant (or to his or her
beneficiary) in cash equal to the balance then credited to such Account, except
that any payment with respect to the portion of an Account credited with shares
of Phantom Stock shall be made, to the extent practical, in shares of common
stock of the Company.
The obligations of the Company with respect to amounts credited to an
Account under the Plan (the "Obligations") will be general unsecured
obligations of the Company to pay in the future the value of the Participant's
Account adjusted to reflect to performance, whether positive or negative, of
the investment options selected during the deferral period, in accordance with
the terms of the Plan. The Obligations will rank pari passu with the other
unsecured and unsubordinated indebtedness of the Company from time to time
outstanding. Each Participant will have the status of a general unsecured
creditor of the Company with respect to his or her Account.
An officer or director of the Company also may elect under the Plan,
in lieu of an investment option credited to an Account, to have all or a
portion of his or her Annual Incentive Compensation or Director's Fees with
respect to any year deferred in the form of shares of Restricted Stock having a
Fair Market Value equal at the time of the deferral to the amount of cash
compensation deferred. The shares of Restricted Stock shall vest incrementally
at the rate of 25% on each subsequent January 1 unless the Participant elects
for delayed vesting in his or her deferral election. A Participant shall be
entitled to vote his or her shares of Restricted Stock.
The right of a Participant to the payment of any amounts under the
Plan may not be assigned, transferred, pledged or encumbered. However, a
Participant may "exchange" shares of Restricted Stock under the Plan to
exercise a stock-based award under another stock plan of the Company provided
that such other award is paid in an equal number shares of Common Stock that
are made subject to the same restrictions as such surrendered shares. A
Participant may receive a hardship withdrawal of amounts credited to his or her
Account prior to the scheduled distribution date only under exceptional
circumstances.
The Company reserves the right to amend, modify or terminate the Plan,
or suspend any of its provisions, at any time and from time to time, except
that no such amendment, modification or termination shall adversely affect the
right of each Participant to the amounts credited to such Participant's Account
at the time of such amendment, modification or termination.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The information required by Item 5 is not applicable to this
Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law, inter alia,
empowers a Delaware corporation to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding (other than an action by or in the right of the
corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to
II-2
<PAGE> 4
be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. Similar indemnity is authorized for such
persons against expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of any such threatened,
pending or completed action or suit if such person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and provided further that (unless a court of competent
jurisdiction otherwise provides) such person shall not have been adjudged
liable to the corporation. Any such indemnification may be made only as
authorized in each specific case upon a determination by the stockholders or
disinterested directors or by independent legal counsel in a written opinion
that indemnification is proper because the indemnitee has met the applicable
standard of conduct.
Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
enterprise, against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would otherwise have the power to indemnify him under Section 145.
The Company maintains policies insuring its officers and directors against
certain liabilities for actions taken in such capacities, including liabilities
under the Securities Act of 1933.
Article VI of the Company's Bylaws provides that the Company shall, to
the maximum extent permitted under Delaware law, indemnify any person who is or
was a party or is threatened to be made a party to any action, suit or
proceeding, whether civil, criminal, administrative or investigative, by
reason, in whole or in part, of the fact that such person is or was a director
or officer of the Company or any predecessor of the Company, or is or was
serving at the request of the Company or any predecessor of the Company as a
director, officer, employee or agent of any corporation, partnership, joint
venture, trust or, other enterprise or employee benefit plan against reasonable
expenses, judgments, fines, penalties and amounts paid in settlement or other
liabilities actually and reasonably incurred in connection with such action,
suit or proceeding if such person acted in good faith and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such conduct
was unlawful.
Article VII of the Company's Restated Certificate of Incorporation
limits under certain circumstances the liability of the Company's directors for
a breach of their fiduciary duty as directors. These provisions do not
eliminate the liability of a director (i) for a breach of the director's duty
of loyalty to the Company or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law (relating
to the declaration of dividends and purchase or redemption of shares in
violation of the Delaware General Corporation Law) or (iv) for any transaction
from which the director derived an improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The information required by Item 7 is not applicable to this
Registration Statement.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
5 .1 Opinion of Andrews & Kurth L.L.P. regarding the legality of the securities being registered
hereunder.
5 .2 Opinion of Andrews & Kurth L.L.P. regarding compliance requirements of the Employee Retirement
Income Security Act of 1974.
15.1 Independent Accountants' Awareness Letter.
23.1 Consent of Counsel (included in the opinions filed as Exhibits 5.1 and 5.2 to this Registration
Statement).
</TABLE>
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<PAGE> 5
<TABLE>
<S> <C>
23.2 Consent of Price Waterhouse LLP.
24.1 Power of Attorney (set forth on the signature page contained in Part II of this Registration
Statement).
99.1 Union Texas Petroleum Deferred Compensation Plan.
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding)
II-4
<PAGE> 6
is asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act of 1933 and will
be governed by the final adjudication of such issue.
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on the 1st
day of July, 1997.
UNION TEXAS PETROLEUM HOLDINGS, INC.
By: /s/ Donald M. McMullan
----------------------------------
Donald M. McMullan
Vice President and Controller
II-5
<PAGE> 7
POWER OF ATTORNEY
Each of the undersigned officers and directors of Union Texas Petroleum
Holdings Inc. (the "Company") hereby constitutes and appoints Larry D.
Kalmbach, Alan R. Crain, Jr. and Donald M. McMullan, and each of them (with
full power to each of them to act alone), his true and lawful attorney-in-fact
and agent, with full power of substitution, for him and on his behalf and in
his name, place and stead, in any and all capacities, to sign, execute and file
this registration statement under the Securities Act of 1933, as amended, and
any or all amendments (including, without limitation, post-effective
amendments), with all exhibits and any and all documents required to be filed
with respect thereto, with the Securities and Exchange Commission or any
regulatory authority, granting unto such attorneys-in-fact and agents, and each
of them acting alone, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises in
order to effectuate the same, as fully to all intents and purposes as he
himself might or could do if personally present, hereby ratifying and
confirming all that such attorneys-in-fact and agents, or any of them, or their
substitute or substitutes, may lawfully do or cause to be done.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON JULY 1, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ John L. Whitmire
- --------------------------------------------------- Chairman of the Board and Chief Executive Officer
John L. Whitmire (Principal Executive Officer)
/s/ Larry D. Kalmbach
- --------------------------------------------------- Vice President and Chief Financial Officer
Larry D. Kalmbach (Principal Financial Officer)
/s/ Donald M. McMullan
- --------------------------------------------------- Vice President and Controller
Donald M. McMullan (Principal Accounting Officer)
/s/ Glenn A. Cox
- --------------------------------------------------- Director
Glenn A. Cox
/s/ Edward A. Gilhuly
- --------------------------------------------------- Director
Edward A. Gilhuly
/s/ James H. Greene, Jr.
- --------------------------------------------------- Director
James H. Greene, Jr.
/s/ Henry R. Kravis
- --------------------------------------------------- Director
Henry R. Kravis
</TABLE>
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<PAGE> 8
<TABLE>
<S> <C>
/s/ Michael W. Michelson Director
- ---------------------------------------------------
Michael W. Michelson
/s/ Wylie Bernard Pieper Director
- ---------------------------------------------------
Wylie Bernard Pieper
/s/ Stanley P. Porter Director
- ---------------------------------------------------
Stanley P. Porter
/s/ George R. Roberts Director
- ---------------------------------------------------
George R. Roberts
/s/ Richard R. Shinn Director
- ---------------------------------------------------
Richard R. Shinn
/s/ Sellers Stough Director
- ---------------------------------------------------
Sellers Stough
</TABLE>
II-7
<PAGE> 9
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on this 1st day of July, 1997.
UNION TEXAS PETROLEUM
DEFERRED COMPENSATION PLAN
By: /s/ JOHN L. WHITMIRE
----------------------------------------
John L. Whitmire
Chairman and Chief Executive Officer
<PAGE> 10
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Number Description
------ -----------
<S> <C>
5.1 Opinion of Andrews & Kurth L.L.P., regarding the legality of
the securities being registered hereunder.
5.2 Opinion of Andrews & Kurth L.L.P. regarding compliance
requirements of the Employee Retirement Income Security Act
of 1974.
15.1 Independent Accountants' Awareness Letter.
23.1 Consent of Counsel (included in the opinions filed as
Exhibits 5.1 and 5.2 to this Registration Statement).
23.2 Consent of Price Waterhouse LLP.
24.1 Power of Attorney (set forth on the signature page
contained in Part II of this Registration Statement).
99.1 Union Texas Petroleum Deferred Compensation Plan.
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[ANDREWS & KURTH L.L.P. LETTERHEAD]
July 1, 1997
Board of Directors
Union Texas Petroleum Holdings, Inc.
1330 Post Oak Blvd.
Houston, Texas 77056
Ladies and Gentlemen:
We have acted as counsel to Union Texas Petroleum Holdings, Inc., a
Delaware corporation (the "Company"), in connection with the Company's
Registration Statement on Form S-8 (the "Registration Statement"), relating to
the registration under the Securities Act of 1933, as amended, of the
obligations of the Company under the Company's Deferred Compensation Plan (the
"Plan") to pay in the future the value of the deferred compensation accounts,
as defined in the Plan, adjusted to reflect the performance, whether positive
or negative, of the selected investment options during the deferral period, in
accordance with the terms of the Plan (the "Obligations").
As the basis for the opinions hereinafter expressed, we have examined
such corporate records and documents, certificates of corporate and public
officials and such other instruments as we have deemed necessary for the
purposes of the opinions contained herein. As to all matters of fact material
to such opinions, we have relied upon the representations of officers of the
Company. We have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, and the conformity with the
original documents of all documents submitted to us as copies.
Based upon the foregoing and having due regard for such legal
considerations as we deem relevant, we are of the opinion that all necessary
corporate proceedings have been taken to authorize the issuance of the
Obligations, and all Obligations, when issued in accordance with the terms of
the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
1198/2325/2698 /s/ ANDREWS & KURTH L.L.P.
<PAGE> 1
EXHIBIT 5.2
[ANDREWS & KURTH L.L.P. LETTERHEAD]
July 1, 1997
Union Texas Petroleum Holdings, Inc.
1330 Post Oak Boulevard
Houston, Texas 77252-2120
Re: Union Texas Petroleum Deferred Compensation
Plan (the "Plan")
Ladies and Gentlemen:
We have acted as counsel to Union Texas Petroleum Holdings,
Inc. (the "Company") in connection with the registration by the Company under
the Securities Act of 1933, as amended (the "1933 Act"), of obligations
("Deferred Compensation Obligations") which may be incurred by the Company
pursuant to the Plan, and the filing with the Securities and Exchange
Commission (the "Commission") of a registration statement on Form S-8 relating
to the Deferred Compensation Obligations (the "Registration Statement").
As such counsel, we have made such legal and factual
examinations and inquiries as we have deemed necessary or appropriate for
purposes of this opinion, and have made such additional assumptions as are set
forth below.
The Plan document states that the Plan was established to
permit nonemployee directors and eligible employees to defer the receipt of
compensation otherwise payable to such directors and eligible employees in
accordance with the terms of the Plan. The Plan is unfunded and states that,
with respect to participation by employees, it is intended to be a "top-hat"
plan for purposes of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), i.e., a plan maintained primarily for the purpose of
providing deferred compensation to a select group of management or highly
compensated employees. For the purpose of this opinion, we have assumed that
(1) the Plan was duly adopted by the Company on May 5, 1997, and (2) the Plan
is maintained primarily for the purpose of providing deferred compensation to
nonemployee directors and to employees who constitute a select group of
management or highly compensated employees.
<PAGE> 2
Union Texas Petroleum Holdings, Inc. EXHIBIT 5.2
July 1, 1997
Page 2
By its express terms, the Plan potentially results in a
deferral of income by employees for periods extending to the termination of
covered employment or beyond. Accordingly, the Plan is an "employee pension
benefit plan" described in section 3(3) of ERISA. However, as a Plan that is
unfunded and maintained primarily for the purpose of providing deferred
compensation to nonemployee directors and to a select group of management or
highly compensated employees, the Plan is only subject to parts 1 and 5 of
Title I of ERISA, and not to any other provisions of ERISA.
Parts 1 and 5 of Title I of ERISA do not impose any specific
written requirements on nonqualified deferred compensation arrangements such as
the Plan as a condition to compliance with the applicable provisions of ERISA.
Further, the operation of the Plan pursuant to the written provisions of the
Plan will not cause the Plan to fail to comply with parts 1 or 5 of Title I of
ERISA.
The Plan is not designed or operated with the purpose of
satisfying the requirements for qualification under section 401(a) of the
Internal Revenue Code of 1986, as amended.
On the basis of the foregoing, we are of the opinion that the
provisions of the written document constituting the Plan comply with the
requirements of ERISA pertaining to such provisions.
This opinion letter is issued as of the date hereof and is
limited to the laws now in effect, and in all respects is subject to and may be
limited by future legislation, as well as by future case law. We assume no
responsibility to keep this opinion current or to supplement it to reflect
facts or circumstances which may hereafter come to our attention or any changes
in laws which may hereafter occur.
We hereby expressly consent to the filing of this opinion with
the Commission as an exhibit to the Registration Statement. In giving this
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the 1933 Act or the Rules and
Regulations of the Commission.
Andrews & Kurth L.L.P.
1137/2698
<PAGE> 1
EXHIBIT 15.1
INDEPENDENT ACCOUNTANTS' AWARENESS LETTER
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
We are aware that Union Texas Petroleum Holdings, Inc. has incorporated by
reference our report dated April 22, 1997 (issued pursuant to the provisions of
Statement on Auditing Standards No. 71) in the Prospectus constituting part of
its Registration Statement on Form S-8 to be filed on or about July 3, 1997. We
are also aware of our responsibilities under the Securities Act of 1933.
Yours very truly,
Price Waterhouse LLP
Houston, Texas
July 3, 1997
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-8 of our report dated
February 14, 1997 which appears on page 35 of Union Texas Petroleum Holdings,
Inc.'s Annual Report on Form 10-K for the year ended December 31, 1996.
Price Waterhouse LLP
Houston, Texas
July 3, 1997
<PAGE> 1
EXHIBIT 99.1
UNION TEXAS PETROLEUM
DEFERRED COMPENSATION PLAN
<PAGE> 2
UNION TEXAS PETROLEUM
DEFERRED COMPENSATION PLAN
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
Section 1 Definitions . . . . . . . . . . . . . . . . . . 1
Section 2 Administration . . . . . . . . . . . . . . . . 5
Section 3 Participants . . . . . . . . . . . . . . . . . 6
Section 4 Deferrals . . . . . . . . . . . . . . . . . . . 6
Section 5 General Provisions . . . . . . . . . . . . . . 11
</TABLE>
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<PAGE> 3
UNION TEXAS PETROLEUM
DEFERRED COMPENSATION PLAN
PREAMBLE
WHEREAS, to assist the ability of Union Texas Petroleum
Holdings, Inc. (the "Company") to attract and retain exceptional key employees
and individuals to serve on its Board of Directors, the Company desires to
establish a deferred compensation plan which permits those persons the ability
to defer compensation on an elective basis; and
WHEREAS, the Company desires to align more closely the
interests of those eligible individuals electing to the defer compensation with
the interests of the stockholders of the Company by permitting certain
deferrals to be in the form of restricted shares of common stock of the Company
or in phantom shares of common stock of the Company;
NOW, THEREFORE, the Company does hereby adopt the Plan as set
forth herein, effective May 9, 1997.
SECTION 1
DEFINITIONS
For purposes of the Plan, the following terms shall have the
meanings indicated:
1.1 Account means a ledger account established for a Participant.
1.2 Affiliate means (i) an entity that, directly or through one or
more intermediaries, is controlled by the Company and (ii) any entity in which
the Company has a significant equity interest, as determined by the Committee.
<PAGE> 4
1.3 Annual Incentive Compensation means the annual incentive bonus
payable to a Participant with respect to any year, to the extent such bonus is
otherwise earned.
1.4 Base Compensation means the Participant's base salary payable
for the applicable year, exclusive of all other items of compensation.
1.5 Beneficiary means the person(s) designated by a Participant,
on a form provided by and filed with the Company's Human Resources Department,
to receive payment by the Employer pursuant to the Plan in the event of his or
her death. A Participant may change his or her beneficiary designation at any
time. If no designated Beneficiary survives the Participant, the Beneficiary
shall be the Participant's surviving spouse or, if none, his or her estate.
1.6 Board means the Board of Directors of the Company.
1.7 Cause means the Employee's engaging in fraud, misappropriation
of property of the Employer or willful misconduct damaging to such property or
business of the Employer or a Director removed with cause at a meeting of the
stockholders pursuant to the Bylaws of the Employer.
1.8 Change in Control means a Change in Control as defined in
Section 8 of the Company's 1994 Incentive Plan, as amended from time to time.
1.9 Common Stock means the common stock, par value $.05 per share,
of the Company.
1.10 Committee means the Organization and Compensation Committee of
the Board or, when it is necessary or desirable, the Section 16 Committee, as
defined in the Company's 1994 Incentive Plan, as amended from time to time.
1.11 Designated Payment Date means the date on which all or part of
an Account is to be paid to a Participant (or Beneficiary) pursuant to the
Participant's deferral election.
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1.12 Director means a member of the Board who is not also an
employee of the Employer or an Affiliate.
1.13 Director Fees means the Director's annual retainer for such
year and any meeting fees for each regular and special meeting and any
committee meeting attended by the Director during the applicable year.
1.14 Employee means an employee of the Employer, including any
Officer, in salary grade 15 of the Company (or its equivalent) or above.
1.15 Employer means the Company and its Affiliates; provided,
however, as used with respect to any specified Participant, it shall mean the
employing entity of such Participant.
1.16 Fair Market Value means, if the shares of Common Stock are
traded on a national stock exchange, the fair market value of a share of Common
Stock on the particular date shall be equal to the average of the reported high
and low sales prices of the share of Common Stock on such exchange on that
date, or if no prices are reported on that date, on the last preceding date on
which such prices of the shares are so reported. If the shares of Common Stock
are publicly traded but are not traded on a national stock exchange at the time
a determination of its fair market value is required to be made hereunder, its
fair market value shall be deemed to be equal to the average between the
closing bid and asked price of the share on the most recent date the shares
were publicly traded. In the event the shares are not publicly traded at the
time a determination of its fair market value is required to be made hereunder,
the determination of fair market value shall be made in good faith by the
Committee.
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1.17 Interest Account means a subaccount of an Account that is
credited with interest periodically at such times and rates as may be
established from time to time by the Committee (or its designee) in its sole
discretion.
1.18 Investment Account means the Phantom Stock Account, Mutual
Fund Account and Interest Account, as applicable.
1.19 Mutual Fund Account means a subaccount of an Account that is
credited with phantom units in one or more of the mutual funds listed on
Attachment A hereto.
1.20 Officer means an Employee who is an officer of the Company who
is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended.
1.21 Participant means each Employee and Director who participates
in the Plan.
1.22 Permanent Disability means (i) with respect to an Employee of
the Employer of any Affiliate, becoming permanently disabled under the
standards of the Employer's or Affiliate's disability program as determined by
the Committee or (ii) with respect to a Director, the inability to perform the
duties and services as a director of the Company by reason of a medically
determinable physical or mental impairment supported by medical evidence which
in the opinion of the Committee can be expected to result in death or which can
be expected to last for a continuous period of not less than 12 months.
1.23 Phantom Stock means a notional share of Common Stock.
1.24 Phantom Stock Account means a subaccount of an Account that is
credited with shares of Phantom Stock.
1.25 Plan means the Union Texas Petroleum Deferred Compensation
Plan as amended from time to time.
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1.26 Restricted Stock means a share of Common Stock that is subject
to restrictions on transfer and a substantial risk of forfeiture for purposes
of Section 83 of the Internal Revenue Code, as amended; provided, however,
shares of Restricted Stock may be surrendered to the Employer as provided in
Section 5.3 of the Plan.
1.27 Termination means an Employee's termination of employment with
the Company and its Affiliates or a Director's ceasing to be a member of the
Board, whichever is applicable.
SECTION 2
ADMINISTRATION
2.1 Committee. The Plan shall be administered by the Committee.
The Committee shall have the complete authority and power to interpret the
Plan, prescribe, amend and rescind rules relating to its administration,
determine a Participant's (or Beneficiary's) right to a payment and the amount
of such payment, and to take all other actions necessary or desirable for the
administration of the Plan. The Committee may delegate the ministerial duties
under the Plan to other parties who may or may not be employees of the Company.
All actions and decisions of the Committee shall be final and binding upon all
Participants and Beneficiaries. No member of the Committee shall vote on any
matter that pertains solely to himself or herself.
Notwithstanding the foregoing, the Section 16 Committee shall
have full power and authority to take any of the actions described above and
any other action necessary or desirable to ensure compliance with the
requirements of, and to provide the exemption of transactions under the Plan
pursuant to, Section 16 of the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder.
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SECTION 3
PARTICIPANTS
3.1 Participants. Each Officer, Employee and Director shall be
eligible to participate in the Plan; provided, however, notwithstanding the
foregoing, the Committee may specify that one or more Employees shall be
ineligible to participate in the Plan or in a specified feature of the Plan if
the Committee determines, in its sole discretion, that participation by such
designated Employee(s) may cause the Plan to cease to be a "top-hat" plan for
purposes of Employee Retirement Income Security Act of 1974, as amended.
SECTION 4
DEFERRALS
4.1 Base Compensation Deferrals. Before the later of the Plan's
effective date or the beginning of any future calendar quarter of any year (or,
with respect to an Officer who first becomes eligible to participate during a
year, on or before the date on which the Officer becomes eligible to begin
participating), each Officer may elect to have a designated percentage (in
increments of 10%, but not exceeding 50%) of his or her Base Compensation for
that year (or so much of the year that commences on the day following the date
on which the Officer first becomes a Participant) deferred in an Account under
the Plan; provided, however, in no event shall a Participant's deferral
election be given effect with respect to any pay period to the extent it would
reduce the amount of base salary that is to be paid to the Participant to less
than the amount of such Participant's voluntary payroll deductions (other than
deferrals under any other nonqualified deferred compensation plan of the
Employer) for that pay period, including, but not limited to, premiums for
insurance coverages, flexible spending account amounts, employee qualified plan
contributions, government savings
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bonds, charitable contributions, payments on loans, and bank account deposits,
and applicable taxes required to be withheld by the Company. The Participant's
election shall be made on a form approved by the Company, which shall govern
the amount deferred, the timing of the payment of the Account, and the
investment of the Account during such deferral period pending its payment by
the Employer. A Participant's deferral election hereunder (i) may be revoked
or changed only as of the beginning of a future calendar quarter and (ii) shall
apply only with respect to the Base Compensation earned during that specified
calendar year or partial year, as the case may be.
4.2 Annual Incentive Compensation Deferrals. Before the later of
the Plan's effective date or October 1 of any year, each Employee for that year
may elect to have all or a designated percentage (in increments of 25%) of his
or her Annual Incentive Compensation that may become earned with respect to
that year deferred in an Account under the Plan until a future date or dates as
specified by the Participant. The Participant's election shall be irrevocable
and shall be made on a form prescribed by the Company, which shall govern the
amount deferred, the timing of the payment of the Account, and the investment
of the Account during such deferral period pending its payment by the Employer.
A Participant's deferral election hereunder shall apply only to the Annual
Incentive Compensation earned, if any, with respect to the specified calendar
year.
4.3 Restricted Stock Deferrals. An Officer or Director may elect
to have all or a portion (in increments of 25%) of his or her Annual Incentive
Compensation or Director's Fees that may become earned or be payable, as the
case may be, with respect to a year (with respect to Director Fees for the year
in which the Plan becomes effective, Director Fees earned after the Plan's
effective date) paid in the form of shares of Restricted Stock having a Fair
Market Value (disregarding the restrictions) equal to the amount of cash
compensation that would otherwise be earned or payable.
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Such deferral election with respect to any year must be made before the later
of the Plan's effective date or (i) with respect to an Officer, October 1, and
(ii) with respect to a Director, January 1 of the year. The shares of
Restricted Stock shall vest (i.e., the restrictions thereon shall lapse) at the
rate of 25% per year on each January 1 following the date the Restricted Stock
is issued to the Participant, unless the Participant, in the deferral election,
elects for the restrictions on the Restricted Stock to lapse on or beginning on
a specified January 1 that is no earlier than the fourth January 1 following
the date the Restricted Stock is credited to the Participant. In the event of
such an election, the Participant may also specify a different "lapse" rate for
the restrictions on the Restricted Stock, provided it is in increments of 5%.
The deferral election shall be irrevocable and shall be made on a form provided
by the Company, which shall govern the amount deferred and the timing of the
lapse of the restrictions. All dividends and other distributions made with
respect to shares of Restricted Stock during the restricted period shall be
fully vested and paid currently to the Participant. A Participant shall be
entitled to vote his or her shares of Restricted Stock. Upon a Participant's
Termination due to death or Permanent Disability or an involuntary Termination
other than for Cause, the restrictions shall automatically lapse on all of the
Participant's shares of Restricted Stock. Upon a Termination for any other
reason, a Participant's shares of Restricted Stock shall be automatically
forfeited, unless and to the extent the Committee, in its sole discretion,
elects to waive such forfeiture.
4.4 Director Fees Deferrals. Before the later of the Plan's
effective date or January 1 of any year (or, with respect to an individual who
first becomes a Director during a year, within 30 days of the date on which he
or she becomes a Director), each Director may elect to have all or a portion
(in increments of 25%) of his or her Director Fees for that year (or, if
applicable, the remainder of
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the year) deferred in an Account under the Plan. The election shall be
irrevocable and shall be made on a form prescribed by the Company, which shall
govern the amount deferred, the timing of the payment of the Account, and the
investment of the Account during such deferral period pending its payment by
the Company. A Participant's deferral election hereunder shall apply only to
Director Fees earned during that year or partial year, as the case may be. If
a Director has not made a deferral election with respect to a year, the
Director Fees payable to the Director for that year shall be paid in accordance
with the Company's normal practices.
4.5 Accounts. The Company shall establish one or more Accounts
for each Participant who has elected to defer compensation under the Plan,
other than in the form of shares of Restricted Stock, for the purpose of
reflecting the Employer's obligation to pay the compensation deferred by such
Participant, as adjusted for any investment gains or losses of such Account(s)
under the Plan.
4.6 Investment of Accounts. A Participant may direct that all or
a specified percentage (in increments of 5%) of his or her Account established
for any year be "invested" (i.e., credited on an Employer ledger account) in
one or more of the Investment Accounts. If the Account is directed by the
Participant to be invested in more than one of the Investment Accounts, the
Employer shall establish separate subaccounts under the Participant's Account,
which shall be credited (i) with respect to deferrals in Phantom Stock, whole
and fractional shares of Phantom Stock as of the dates of the deferrals, and
with phantom dividends with respect to the credited shares of Phantom Stock,
which shall be credited as being reinvested in additional shares of Phantom
Stock on the applicable date, (ii) with respect to deferrals in the Mutual
Fund Account, with whole and fractional phantom units in such mutual fund(s) as
of the dates of the deferrals and with phantom distributions on such units,
which shall be credited as being reinvested in additional phantom units in such
mutual fund(s),
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and (iii) with respect to deferrals in the Interest Account, with interest at
the rate provided by the Interest Account.
4.7 Changes in Investment Elections. A Participant may direct that
all or a specified percentage (in increments of 5%) of any of his or her
Account(s) be reinvested in one or more of the other Investment Accounts in
accordance with Plan procedures as established from time to time by the
Committee (or its designee). This election shall be in such form as the Company
shall establish from time to time.
4.8 Payment of Accounts. Upon a Participant's Designated Payment
Date, the Employer shall pay to the Participant (or to his or her Beneficiary
in case of the Participant's death) an amount in cash equal to the balance (or
applicable designated portion thereof) then credited to the Participant's
affected Account(s), except that any payment with respect to shares of Phantom
Stock shall be made, to the extent practical, in shares of Company Stock with
any balance paid in cash. The forms of payment permitted to be designated by a
Participant under the Plan are as follows:
(a) a lump sum payment; or
(b) consecutive annual installments over a period not to exceed 15
years, with the amount of each installment being equal to a fraction,
the numerator of which is one and the denominator of which is the
number of installments remaining to be paid, including the installment
then being paid.
4.9 Committee Acceleration of Payments. Notwithstanding a
Participant's deferral election to the contrary, the Committee, in its sole
discretion, may accelerate the payment of all or part of the balance of a
Participant's Account(s) upon its determination that the Participant has
incurred a "severe financial hardship" resulting from a sudden and unexpected
illness or accident
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of such person or of a dependent, a loss of such person's property due to
casualty, or other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of such person. The
Committee, in making its determination of severe financial hardship may
consider such factors and require such information as it deems appropriate,
but, in any case, payment may not be made to the extent that such hardship is
or may be relieved (i) through reimbursement or compensation by insurance or
otherwise or (ii) by liquidation of such person's assets, to the extent
liquidation of such assets will not itself cause severe financial hardship.
4.10 Acceleration of Payments Upon a Change in Control.
Notwithstanding anything in the Plan to the contrary, effective upon a Change
in Control (i) all restrictions on shares of Restricted Stock shall
automatically lapse and (ii) the Employer shall pay the Participants the then
balance of his or her Account(s) in a lump sum in cash.
SECTION 5
GENERAL PROVISIONS
5.1 Unfunded Obligation. The amounts to be paid to Participants
pursuant to this Plan are unfunded obligations of the Employer. The Employer
is not required to segregate any monies from its general funds, to create any
trusts, or to make any special deposits with respect to this obligation. Title
to and beneficial ownership of any investments, including trust investments,
which the Employer may make to fulfill this obligation shall at all times
remain in the Employer. Any investments and the creation or maintenance of any
trust or notional accounts shall not create or constitute a trust or a
fiduciary relationship between the Committee or the Employer and a Participant,
or otherwise create any vested or beneficial interest in any Participant or his
or her Beneficiary or his or her creditors in any assets of the Employer
whatsoever. The Participants (and
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Beneficiaries) shall have no claim against the Employer for any changes in the
value of any Accounts and shall be general unsecured creditors of the Employer
with respect to any payment due under this Plan.
5.2 Incapacity of Participant or Beneficiary. If the Committee
finds that any Participant or Beneficiary to whom a payment is payable under
the Plan is unable to care for his or her affairs because of illness or
accident or is under a legal disability, any payment due (unless a prior claim
therefore shall have been made by a duly appointed legal representative) at the
discretion of the Committee, may be paid to the spouse, child, parent or
brother or sister of such Participant or Beneficiary or to any person whom the
Committee has determined has incurred expense for such Participant or
Beneficiary. Any such payment shall be a complete discharge of the obligations
of the Company under the provisions of the Plan.
5.3 Nonassignment. The right of a Participant or Beneficiary to
the payment of any amounts under the Plan may not be assigned, transferred,
pledged or encumbered in any manner nor shall such right or other interests be
subject to attachment, garnishment, execution or other legal process.
Notwithstanding the foregoing however, a Participant may surrender shares of
Restricted Stock under this Plan to exercise a stock-based award under another
stock plan of the Company provided that such other award is paid in shares of
Common Stock that, to the extent of the shares of Restricted Stock surrendered,
are subject to the same substantial risks of forfeiture as such surrendered
shares.
5.4 No Right to Continued Employment. Nothing in the Plan shall
be construed to confer upon any Participant any right to continued employment
with the Employer or any Affiliate, nor
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interfere in any way with the right of the Employer or any Affiliate to
terminate the employment of such Participant at any time without assigning any
reason therefor.
5.5 Withholding Taxes. Appropriate taxes shall be withheld from
the Participant's compensation with respect to all deferrals made under, and
from all payments made pursuant to, the Plan.
5.6 Termination and Amendment. The Board or Committee may from
time to time amend, suspend or terminate the Plan, in whole or in part, without
the consent of any Participant and if the Plan is suspended or terminated, the
Board or Committee may reinstate any or all of its provisions. However, no
amendment, suspension or termination of the Plan may impair the right of a
Participant or his or her Beneficiary to receive the benefit accrued hereunder
prior to the effective date of such amendment, suspension or termination.
5.7 Compliance with Securities Laws. It is the intention of the
Company that, so long as any of the Company's equity securities are registered
pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as
amended, this Plan shall be operated in compliance with Section 16(b) thereof
and, if any Plan provision or transaction is found not to comply with Section
16(b), that provision or transaction, as the case may be, shall be deemed null
and void ab initio. Notwithstanding anything in the Plan to the contrary, the
Committee, in its absolute discretion, may bifurcate the Plan so as to
restrict, limit or condition the use of any provision of the Plan to
Participants who are officers and directors subject to Section 16(b) without so
restricting, limiting or conditioning the Plan with respect to other
Participants.
5.8 Adjustments. In the event that the Committee determines that
any dividend or other distribution (whether in the form of cash, shares of
Common Stock, other securities, or other
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property), recapitalization, stock split, reverse stock split, reorganization,
merger, consolidation, split-up, spin- off, combination, repurchase, or
exchange of shares of Common Stock or other securities of the Company, issuance
of warrants or other rights to purchase shares of Common Stock or other
securities of the Company, or other similar corporate transaction or event
affects the shares of Common Stock such that an adjustment is determined by the
Committee to be appropriate in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the Plan,
then the Committee shall, in such manner as it may deem equitable, adjust any
or all of (i) the number and type of shares of Common Stock (or other
securities or property) with respect to which deferrals may be made and (ii)
the number and type of shares of Common Stock (or other securities or property)
subject to outstanding deferrals.
5.9 Sources of Shares. Any shares of Common Stock delivered
pursuant to this Plan shall consist solely of treasury shares or shares
purchased on the open market.
5.10 Share Certificates. All certificates for shares of Restricted
Stock or Common Stock delivered under the Plan shall be subject to such stop
transfer orders and other restrictions as the Committee may deem advisable
under the Plan or the rules, regulations, and other requirements of the SEC,
any stock exchange upon which such shares or other securities are then listed,
and any applicable federal or state laws. In addition, the Committee may cause
a legend or legends to be put on any such certificates to make appropriate
reference to such restrictions, and any such restrictions as are imposed by the
Plan, including, with respect to Restricted Stock, the restrictions on
transferability and vesting. Unless otherwise approved by the Committee,
certificates representing shares of Restricted Stock will be held in escrow by
the Company until such time as such restrictions have expired or the shares
have been forfeited.
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5.11 Applicable Law. Except to the extent preempted by applicable
federal law, the Plan shall be construed and governed in accordance with the
laws of the State of Texas.
UNION TEXAS PETROLEUM
ATTEST: HOLDINGS, INC.
/s/ Linda L. Meagher By: /s/ John L. Whitmire
- ------------------------- --------------------------------
Assistant Secretary
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