<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 3, 1997
REGISTRATION NO.________________
================================================================================
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.)
1330 POST OAK BLVD.
HOUSTON, TEXAS 77056
(Address of Principal Executive Offices) (Zip Code)
UNION TEXAS PETROLEUM SAVINGS PLAN
FOR SALARIED EMPLOYEES
(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 Maximum Proposed Maximum
Amount to Offering Price Aggregate Amount of
Title of Securities to be Registered(1) be Registered Per Share(2) Offering Price(2) Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.05 per share 2,000,000 $20.75 $41,500,000 $12,575.76
====================================================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to an employee benefit plan
described herein.
(2) Estimated solely for the purpose of calculating the registration fee,
based upon the average of the high and low prices of a share of the
Company's Common Stock on the New York Stock Exchange on June 27, 1997
pursuant to Rule 457(c).
================================================================================
<PAGE> 2
PART I
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this registration statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Note to
Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 is being filed by Union Texas
Petroleum Holdings, Inc. (the "Company"), solely to register additional
securities. In accordance with General Instruction E of Form S-8, the Company
hereby incorporates by reference the contents of the Company's registration
statements on Form S-8 (33-26105 and 33-44045), as amended, relating to the
Union Texas Petroleum Savings Plan for Salaried Employees, as amended.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
5.1 Opinion of Andrews & Kurth L.L.P., as to the legality of the securities being registered.
5.2 Internal Revenue Service Determination Letter.
15.1 Independent Accountants' Awareness Letter.
23.1 Consent of Andrews & Kurth L.L.P. (included in the opinion filed as Exhibit 5.1 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).
</TABLE>
-2-
<PAGE> 3
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 this 1st
day of July, 1997.
UNION TEXAS PETROLEUM HOLDINGS, INC.
By: /s/ Donald M. McMullan
--------------------------------------------------
Donald M. McMullan
Vice President and Controller
-3-
<PAGE> 4
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> <S>
/s/ John L. Whitmire Chairman of the Board and Chief Executive Officer
- ------------------------------- (Principal Executive Officer)
John L. Whitmire
/s/ Larry D. Kalmbach Vice President and Chief Financial Officer
- ------------------------------- (Principal Financial Officer)
Larry D. Kalmbach
/s/ Donald M. McMullan Vice President and Controller
- ------------------------------- (Principal Accounting Officer)
Donald M. McMullan
/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>
-4-
<PAGE> 5
<TABLE>
<CAPTION>
<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>
-5-
<PAGE> 6
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 SAVINGS PLAN FOR
SALARIED EMPLOYEES
By:/s/ Alan R. Crain, Jr.
--------------------------------------------------
Alan R. Crain, Jr.
Vice President and General Counsel
-6-
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C> <C>
5.1 -- Opinion of Andrews & Kurth L.L.P., as to the legality of the securities being registered.
5.2 -- Internal Revenue Service Determination Letter.
15.1 -- Independent Accountants' Awareness Letter.
23.1 -- Consent of Andrews & Kurth L.L.P. (included in the opinion filed as Exhibit 5.1 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).
</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 Boulevard
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 Form S-8
relating to the registration under the Securities Act of 1933, as amended, of
the issuance of 2,000,000 shares of common stock, par value $.05 per share of
the Company (the "Shares") issuable pursuant to the Union Texas Petroleum
Savings Plan for Salaried Employees.
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 the Shares to be
issued have been duly authorized, and that the Shares, when issued, 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,
/s/ Andrews & Kurth L.L.P.
1198/2325/2698
<PAGE> 1
EXHIBIT 5.2
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
1100 COMMERCE STREET
DALLAS, TEXAS 75242 Employer Identification Number:
76-0040040
Date: MAR - 1, 1995 File Folder Number:
760011638
UNION TEXAS PETROLEUM HOLDINGS INC. Person to Contact:
P.O. BOX 2120 JILL RUTHERFORD
HOUSTON, TEXAS 77252-2120 Contact Telephone Number:
(214) 767-6023
Plan Name:
UNION TEXAS PETROLEUM SAVINGS
PLAN FOR SALARIED EMPLOYEES
Plan Number: 001
Dear Applicant:
We have made a favorable determination on your plan,
identified above, based on the information supplied. Please keep this letter
in your permanent records.
Continued qualification of the plan under its present form
will depend on its effect in operation. (See section 1.401-1(b)(3) of the
Income Tax Regulations.) We will review the status of the plan in operation
periodically.
The enclosed document explains the significance of this
favorable determination letter, points out some features that may affect the
qualified status of your employee retirement plan, and provides information on
the reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the
Internal Revenue Code. It is not a determination regarding the effect of other
federal or local statutes.
This determination is subject to your adoption of the proposed
amendments submitted in your letter dated 1-30-95. The proposed amendments
should be adopted on or before the date prescribed by the regulations under
Code section 401(b).
This determination letter is applicable for the amendment(s)
adopted on 9-20-93.
This plan has been mandatorily disaggregated, permissively
aggregated, or restructured to satisfy the nondiscrimination requirements.
This letter is issued under Rev. Proc. 93-39 and considers
the amendments required by the Tax Reform Act of 1986 except as otherwise
specified in this letter.
Letter 835 (DO/CG)
<PAGE> 2
This plan satisfies the nondiscriminatory current availability
requirements of section 1.401(a)(4)-4(b) of the regulations with respect to
those benefits, rights, and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plan's coverage
group consists of those employees treated as currently benefiting for purposes
of demonstrating that the plan satisfies the minimum coverage requirements of
section 410(b) of the Code.
The information on the enclosed addendum is an integral part
of this determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as
indicated in the power of attorney.
If you have questions concerning this matter, please contact
the person whose name and telephone number are shown above.
Sincerely yours,
Bobby E. Scott
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
Addendum
-2- Letter 835 (DO/CG)
<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. We also
consent to the incorporation by reference of our report dated June 6, 1997
appearing on page 1 of the Annual Report of the Union Texas Petroleum Savings
Plan for Salaried Employees on Form 11-K for the year ended December 31, 1996.
Price Waterhouse LLP
Houston, Texas
July 3, 1997
