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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
(Amendment No. 7)
and
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
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UNION TEXAS PETROLEUM HOLDINGS, INC.
(Name of Subject Company)
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VWK ACQUISITION CORP.
ATLANTIC RICHFIELD COMPANY
(Bidders)
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Common Stock, Par Value $0.05 Per Share
(including the associated Common Stock Purchase Rights)
(Title of Class of Securities)
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90864010 5
(CUSIP Number of Class of Securities)
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Diane A. Ward, Esq.
VWK Acquisition Corp.
c/o Atlantic Richfield Company
515 South Flower Street
Los Angeles, CA 90071
(213) 486-2808
(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications on Behalf of Bidders)
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Copies to:
Richard Hall, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
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<PAGE>
Atlantic Richfield Company ("ARCO") and VWK Acquisition Corp.
(the "Purchaser") hereby amend and supplement their Tender Offer Statement
on Schedule 14D-1 and Schedule 13D, originally filed on May 8, 1998, as
amended by Amendment Nos. 1, 2, 3, 4, 5 and 6 filed on May 12, May 18, May
20, June 3, June 8 and June 9, 1998, respectively (as amended, the
"Original Filing"), with respect to the offer (the "Offer") by the
Purchaser to purchase all outstanding shares of Common Stock, par value
$0.05 per share (the "Common Stock"), of Union Texas Petroleum Holdings,
Inc., a Delaware corporation (the "Company"), as set forth in this
Amendment No. 7. Capitalized terms used and not defined herein shall have
the meanings given to them in the Original Filing.
Item 10. Additional Information.
(f) Today ARCO and the Purchaser announced that the Offer has been
extended until 5:00 p.m., Eastern Daylight Time, Monday, June 15, 1998,
unless further extended in accordance with the terms of the Offer.
On June 15, 1998, the European Commission notified ARCO that it
would not oppose the acquisition by ARCO and the Purchaser of the Company
pursuant to the Offer and the Merger. Accordingly, the condition of the
Offer relating to the EC merger regulations has been satisfied.
On June 15, 1998, ARCO issued a press release, a copy of which is
attached hereto as Exhibit (a)(15) and is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
(a)(15) Press release, dated June 15, 1998.
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SIGNATURE
After due 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.
Dated: June 15, 1998
VWK ACQUISITION CORP.
By: /s/ Terry G. Dallas
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Name: Terry G. Dallas
Title: President
ATLANTIC RICHFIELD COMPANY
By: /s/ Terry G. Dallas
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Name: Terry G. Dallas
Title: Senior Vice President
and Treasurer
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EXHIBIT INDEX
Exhibit Page
Number Exhibit Name Number
(a)(15) Press Release, dated June 15, 1998. 5
EXHIBIT (a)(15)
FOR IMMEDIATE RELEASE June 15, 1998
ARCO EXTENDS
TENDER OFFER FOR UNION TEXAS PETROLEUM
STOCK TO JUNE 15
LOS ANGELES --ARCO (NYSE:ARC) announced today that its tender
offer for all outstanding shares of Union Texas Petroleum Holdings, Inc.'s
common stock has been extended until 5:00 p.m., Eastern Daylight Time, on
Monday, June 15, 1998, unless further extended in accordance with the terms
of the tender offer.
The tender offer was previously scheduled to expire at 5:00 p.m.,
Eastern Standard Time, on Friday, June 12, 1998.
The tender offer is conditioned, among other things, upon any
waiting or other period under the European Community merger regulations
applicable to the tender offer or to the exercise by ARCO of full ownership
and voting rights with respect to the shares to be acquired having expired
or been terminated.
The waiting period under the EC merger regulations will expire at
12:00 midnight, Brussels time, on Thursday, June 18, 1998, unless extended
or shortened in accordance with the EC merger regulations. The European
Commission may notify ARCO prior to that time that the tender offer and the
merger are consistent with the EC Merger regulations and can be
consummated.
The depositary for the offer, First Chicago Trust Company of New
York, has advised ARCO that approximately 84.78 million shares have been
tendered and not withdrawn as of the close of business on Friday, June 12,
1998. As of March 31, 1998, Union Texas had approximately 85.25 million
shares outstanding.
For a menu of ARCO's news releases or to retrieve a specific release, visit
ARCO's site at http://www.arco.com/ on the Web.
Contact: Media: Tom Goff, (213) 486-2456 or Investors: Dennis Schiffel,
213-486-1511, both of ARCO
