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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.6)(1)
UNION TEXAS PETROLEUM HOLDINGS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.05 PER SHARE
(Title of Class of Securities)
908640-10-5
(CUSIP Number)
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 908640-10-5 13G PAGE 2 OF 6 PAGES
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Persons
KKR ASSOCIATES, L.P.
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2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Citizenship or Place of Organization
NEW YORK
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5. Sole Voting Power
Number of -0-
Shares --------------------------------------------------------
Beneficially 6. Shared Voting Power
Owned By 21,833,334
Each --------------------------------------------------------
Reporting 7. Sole Dispositive Power
Person With -0-
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8. Shared Dispositive Power
21,833,334
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
21,833,334
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10. Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares [ ]
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11. Percent of Class Represented by Amount in Row (9)
25.2%
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12. Type of Reporting Person
PN
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ITEM 1.
(A) NAME OF ISSUER:
Union Texas Petroleum Holdings, Inc.
(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1330 Post Oak Boulevard
Houston, Texas 77056
ITEM 2.
(A) NAME OF PERSON FILING:
KKR Associates, L.P.
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
9 West 57th Street
New York, New York 10019
(C) CITIZENSHIP:
New York
(D) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.05 per share
(E) CUSIP NUMBER:
908640-10-5
ITEM 3. Not applicable
ITEM 4. OWNERSHIP
(A) AMOUNT BENEFICIALLY OWNED:
KKR Associates, L.P., a New York limited partnership,
is the sole general partner of Petroleum Associates,
L.P., a Delaware limited partnership, and KKR
Partners II, L.P., a Delaware limited partnership,
in which capacity it may be deemed to be the
beneficial owner of the shares of Union Texas
Petroleum Holdings, Inc. common stock beneficially
owned by Petroleum Associates, L.P. and KKR Partners
II, L.P. As of December 31, 1996, (i) Petroleum
Associates, L.P. was the record owner of 21,646,004
shares of common stock of Union Texas Petroleum
Holdings, Inc.; and (ii) KKR Partners II, L.P. was
the record owner of 187,330 shares of common stock
of Union Texas Petroleum Holdings, Inc. Henry R.
Kravis, George R. Roberts, Paul E. Raether,
Robert I. MacDonnell, Michael W. Michelson, James H.
Page 3 of 6 pages
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Greene, Jr., Michael T. Tokarz, Edward A. Gilhuly,
Perry Golkin, Clifton S. Robbins and Scott Stuart are
the general partners of KKR Associates, L.P., and
Messrs. Kravis and Roberts are also the members of
the Executive Committee of KKR Associates, L.P., and
in such capacity may be deemed to share beneficial
ownership of any shares of common stock of Union
Texas Petroleum Holdings, Inc. beneficially owned or
deemed to be beneficially owned by KKR Associates,
L.P., but disclaim any such beneficial ownership.
(B) PERCENT OF CLASS:
25.2%
(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or direct the vote:
-0-
(ii) Shared power to vote or to direct the vote:
21,833,334
(iii) Sole power to dispose or to direct the disposition
of:
-0-
(iv) Shared power to dispose or to direct the disposition
of:
21,833,334
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
Page 4 of 6 pages
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ITEM 10. CERTIFICATION
Not applicable.
Page 5 of 6 pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 13, 1997
KKR ASSOCIATES, L.P.
By: /s/ Edward A. Gilhuly
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Name: Edward A. Gilhuly
Title: General Partner
Page 6 of 6 pages
