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 (Date of earliest event reported): May 12, 1997
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>
Item 5. OTHER EVENTS.
Press Releases. The information set forth in the press releases of
the registrant dated May 9, 1997 and May 12, 1997, which are filed as exhibits
hereto, are incorporated herein by reference.
The press release dated May 12, 1997 contains forward-looking
statements within the meaning of and in reliance upon the "safe harbor"
provisions of the Private Securities Litigation Reform Act, as set forth in
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, that involve risks and
uncertainties, including price volatility, exploration, development, operational
and implementation risks, and other factors described from time to time in the
registrant's publicly available SEC reports, which could cause actual results to
differ materially.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
Exhibit
Number Description
99.1 Press release dated May 9, 1997
99.2 Press release dated May 12, 1997
<PAGE>
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/ Alan R. Crain, Jr.
------------------------------
Alan R. Crain, Jr.
Vice President and General Counsel
Date: May 12, 1997
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
99.1 Press release dated May 9, 1997
99.2 Press release dated May 12, 1997
Exhibit 99.1
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News Release
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[GRAPHIC OMITTED]
Union Texas Petroleum
1330 Post Oak Boulevard
P.O. Box 2120
Houston, Texas 77252-2120
(713) 623-6544
UNION TEXAS PETROLEUM REPORTS RESULTS OF
ANNUAL STOCKHOLDERS MEETING
Contact: Carol Cox
713-968-2714
Houston, May 9, 1997 -- At Union Texas Petroleum Holdings, Inc.'s
(NYSE: UTH) annual stockholders meeting held this morning in Houston,
stockholders elected 10 members of its Board of Directors to one-year terms
expiring in 1998. The directors include John Whitmire, Chairman and CEO of Union
Texas; Glenn A. Cox, retired President and Chief Operating Officer of Phillips
Petroleum Company; Edward A. Gilhuly, Partner of Kohlberg Kravis Roberts &
Company (KKR); James H. Greene Jr., Partner of KKR; Henry R. Kravis, Partner of
KKR; Michael W. Michelson, Partner of KKR; Stanley P. Porter, retired Vice
Chairman of Arthur Young & Company; George R. Roberts, Partner of KKR; Richard
R. Shinn, retired Executive Vice Chairman of the New York Stock Exchange and
retired Chairman and CEO of Metropolitan Life Insurance Company; and Sellers
Stough, retired Vice President-Finance of Chevron Corporation.
At the annual meeting, Mr. Whitmire announced that James D. Woods had
withdrawn his name as a nominee from the slate of directors to be elected due to
personal time commitments that have arisen since Mr. Woods joined the Board
earlier this year. At a board meeting immediately following the annual meeting,
the Board of Directors appointed Wylie Bernard (Ber) Pieper, retired Vice
Chairman and Chief Operating Officer of Halliburton Company, to fill the vacant
board position.
Mr. Pieper retired from Halliburton in January 1996, after a career
of 38 years with Halliburton and its Brown & Root, Inc. subsidiary. He began his
career with Brown & Root in 1957 and held positions with increasing
responsibilities in the company's engineering and operational activities in the
U.S. and overseas. Mr. Pieper was named President of Brown & Root in 1989. In
1992, he served as Vice Chairman of Halliburton and was named Vice Chairman and
Chief Operating Officer in 1994 where he was responsible for
-more-
<PAGE>
Halliburton's three operating units: Brown & Root, Inc., Halliburton Energy
Services and Highlands Insurance Company.
Mr. Pieper holds bachelor of arts and science degrees from Rice
University and did postgraduate studies at the University of Houston. He is a
fellow of the American Society of Civil Engineers, a member of Sigma Tau and Tau
Beta Pi engineering honor societies, and a former member of the executive boards
for the Texas Association of Taxpayers and the Texas Research League. He serves
on the Board of Governors, the George R. Brown School of Engineering Advisory
Board and the Jones Graduate School of Administration Council of Overseers at
Rice University. He is the current Chairman of the Engineering Advisory Board at
Rice. Mr. Pieper also is involved in a number of community and charitable
activities in the Houston area. He and his wife, Adele, reside in Houston.
"We are delighted to welcome Ber to the Union Texas Board of
Directors," said Whitmire. "He brings a vast perspective of the international
petroleum industry to our board."
At the annual meeting, the stockholders also ratified the appointment
of Price Waterhouse as the company's independent accountants.
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.
# # #
For additional information, contact:
Carol Cox, media John Zimmerman, analysts and investors
713-968-2714 713-968-2740
Exhibit 99.2
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News Release
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UNION TEXAS PETROLEUM 1330 Post Oak Boulevard
[GRAPHIC OMITTED] P.O. Box 2120
Houston, Texas 77252-2120
(713) 623-6544
UNION TEXAS PETROLEUM INCREASES ITS 1997 CAPITAL SPENDING BUDGET
BY 17% FOR NEW EXPLORATION VENTURES AND OTHER GROWTH PROJECTS
Company Also Announces New Stock Ownership Guidelines
for Officers and Directors
Contact: Carol Cox
713-968-2714
Houston, May 12, 1997 -- Union Texas Petroleum Holdings, Inc. (NYSE:
UTH) today announced that its Board of Directors has approved a 17% increase in
the company's 1997 capital spending budget primarily for several new exploration
ventures that Union Texas has recently joined. With the increase, Union Texas'
1997 capital spending budget will rise to $269 million, up from its original
1997 capital budget of $229 million. The revised 1997 capital budget represents
a 45% boost over $186 million spent in 1996.
The independent energy company also announced today that its board
has adopted new stock ownership guidelines for Union Texas' officers and
directors.
INCREASED CAPITAL SPENDING EARMARKED FOR NEW EXPLORATION VENTURES
The majority of the increased capital budget for 1997 is earmarked
for three new exploration ventures in Kazakstan, Algeria and China. As recently
announced, Union Texas has formed a joint venture with Oman Oil Company Limited
to explore for, develop and produce oil and gas onshore Kazakstan and offshore
in the Kazakstan sector of the Caspian Sea. Union Texas also recently has joined
subsidiaries of Phillips Petroleum Company in exploration ventures in the
Ghadames Basin in southeastern Algeria and Bohai Bay offshore northern China.
Union Texas has a 75% working interest in the Kazakstan/Caspian Sea venture, a
30% working interest in the Algeria venture, and a 40% working interest in the
China venture.
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<PAGE>
Overall, Union Texas is increasing its 1997 capital spending plans
for its worldwide exploration ventures from approximately $68 million to about
$95 million, about 35% of the revised 1997 capital budget. In addition to the
ventures in Kazakstan, Algeria and China, the increased exploration budget
includes monies for new programs in Yemen and Latin America.
"Union Texas' higher capital budget for 1997 reflects the tremendous
emphasis we have placed on growing our company through new exploration ventures
and development projects," said Chairman and CEO John Whitmire. "We have added
eight new exploration ventures since the beginning of 1997 and are especially
pleased with the three most recently announced opportunities for exploration
exposure to outstanding proven basins in the Kazakstan/Caspian Sea region,
Algeria and China. Union Texas' highly profitable producing properties,
excellent cash flow and financial strength enable us to increase our capital
spending to accommodate these growth programs."
NEW GUIDELINES FOR STOCK OWNERSHIP
Under the new guidelines for stock ownership, officers and directors
of Union Texas will be expected to own within a five-year period a certain
minimum amount of the company's stock with a market value that is equal to at
least one to three times their annual base salary or annual board fees.
"We strongly support these new guidelines for stock ownership," said
Whitmire. "These guidelines are evidence of our total commitment to further
align the interests of our officers and directors with those of all of our
shareholders."
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.
This news release contains forward-looking statements within the
meaning of the Securities Litigation Reform Act that involve risks and
uncertainties, including price volatility, exploration, development, operational
and implementation risks, and other factors described from time to time in the
company's publicly available SEC reports, which could cause actual results to
differ materially.
# # #
For additional information, contact:
Carol Cox, media John Zimmerman, analysts and investors
713-968-2714 713-968-2740
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<PAGE>
UNION TEXAS PETROLEUM
REVISED 1997 CAPITAL SPENDING
(Dollars in Millions)
<TABLE>
<CAPTION>
1996 Capital Original 1997 Revised 1997
Spending Capital Spending Capital Spending
-------- ---------------- ----------------
<S> <C> <C> <C>
Exploration $ 36 $ 68 $ 95
Development 140 127 140
Petrochemicals 8 32 32
Other 2 2 2
Total $186 $229 $269
</TABLE>
