===========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
(Amendment No. 4)
and
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
---------------------------
UNION TEXAS PETROLEUM HOLDINGS, INC.
(Name of Subject Company)
---------------------------
VWK ACQUISITION CORP.
ATLANTIC RICHFIELD COMPANY
(Bidders)
---------------------------
Common Stock, Par Value $0.05 Per Share
(including the associated Common Stock Purchase Rights)
(Title of Class of Securities)
---------------------------
90864010 5
(CUSIP Number of Class of Securities)
---------------------------
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)
---------------------------
Copies to:
Richard Hall, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
===========================================================================
<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, and 3 filed on May 12, May 18, and May 20,
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. 4. Capitalized terms used and not defined
herein shall have the meanings given to them in the Original Filing.
Item 4. Source and Amount of Funds or Other Consideration.
(b) On June 2, 1998, ARCO entered into an agreement with ARCO Chemical
Company ("ACC"), currently an 82%-owned subsidiary of ARCO, pursuant to
which ARCO intends to sell a portion of the common stock of ACC that it
owns to the public in a public offering and another portion of its ACC
common stock holdings back to ACC. These transactions are expected to close
in mid to late July. While the exact proceeds to ARCO from these
transactions will depend on the offering price, assuming a price of $56.31
per share (the closing price of ACC common stock on June 2, 1998), ARCO
would receive after-tax proceeds of approximately $1.4 billion. ARCO
currently intends to use such proceeds to repay short term borrowings
incurred to finance the Offer and the Merger.
Item 10. Additional Information.
(d) On June 3, 1998, ARCO issued a press release, a copy of which is
attached hereto as Exhibit (a)(12) and is incorporated herein by reference.
(f) Clause (i) of the first sentence of Section 14 "Certain Conditions
of the Offer" of the Offer to Purchase is hereby amended to read: "(i) the
Minimum Condition shall have been satisfied prior to the Expiration Date".
Item 11. Material to be Filed as Exhibits.
(a)(12) Press Release, dated June 3, 1998.
<PAGE>
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 3, 1998
VWK ACQUISITION CORP.
By: /s/ Terry G. Dallas
-----------------------
Name: Terry G. Dallas
Title: President
ATLANTIC RICHFIELD COMPANY
By: /s/ Terry G. Dallas
------------------------
Name: Terry G. Dallas
Title: Senior Vice President
and Treasurer
<PAGE>
EXHIBIT INDEX
Exhibit Page
Number Exhibit Name Number
(a)(12) Text of Press Release, dated June 3, 1998 5
EXHIBIT (a)(12)
FOR IMMEDIATE RELEASE June 3, 1998
ARCO CONTINUES FOCUS ON OIL AND GAS OPERATIONS:
REDUCES HOLDINGS IN ARCO CHEMICAL COMPANY TO 50 PERCENT:
MOVE LOWERS OUTSTANDING DEBT
LOS ANGELES - Consistent with its strategy to focus on growth in
its core oil and gas businesses, ARCO (NYSE: ARC) announced today that it
has reached agreement with ARCO Chemical Company (NYSE:RCM) to reduce its
82.2 percent ownership of ARCO Chemical common stock to 50 percent.
The transaction is expected to be priced and close in mid to late
July.
"While ARCO Chemical will continue to be an important part of the
worldwide chemical industry and a proved leader in its markets, the
decision to reduce our holdings puts us in a far better position to invest
in and strengthen our worldwide oil and gas operations, as well as continue
to grow our West Coast refining and marketing business," said ARCO Chairman
and Chief Executive Officer Mike R. Bowlin.
Under the agreement, ARCO will first sell in a secondary offering
the amount of stock that, when combined with a repurchase by ARCO Chemical,
will result in a reduction of ARCO's holdings of ARCO Chemical stock to 50
percent. At yesterday's closing price of $56.31 per share, this would total
about 24 million shares worth $1.3 billion, assuming no exercise of the
underwriters' over-allotment option.
ARCO Chemical Company will then purchase up to $850 million of
its common stock from ARCO. If the offer were assumed to be completed at
yesterday's closing
<PAGE>
2
price, the purchase would total about 15 million shares. ARCO owns about 80
million of the 97 million currently outstanding shares of ARCO Chemical
stock.
If the 10 percent over-allotment option is exercised, the amount
of the stock that ARCO Chemical will buy from ARCO will be reduced to
approximately $600 million, assuming yesterday's closing price. Shares sold
to ARCO Chemical will be sold at the same price they are offered to the
public in the secondary offering.
The transaction will result in ARCO deconsolidating its interest
in ARCO Chemical, which removes about $1 billion of ARCO Chemical debt form
ARCO's financial statements. In addition, again assuming yesterday's
closing price, the after-tax proceeds of approximately $1.4 billion from
the ARCO Chemical transaction will be used to repay short-term borrowing to
be incurred in conjunction with ARCO's $2.6 billion cash tender offer for
Union Texas Petroleum common stock, as previously announced.
ARCO Chemical, headquartered in Newtown Square, Pa., was a wholly
owned subsidiary of Los Angeles-based ARCO until it went public in a 1987
offering. ARCO Chemical is a leading worldwide manufacturer and marketer of
propylene oxide and derivatives and other intermediate chemicals.
# # #
A registration statement relating to these securities will be filed with
the Securities and Exchange Commission. These securities may not be sold
nor may offers to buy be accepted prior to the time the registration
statement becomes effective. This press release shall not constitute and
offer to sell or the solicitation of an offer to buy, nor shall there be
any sale of these securities in any state in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
Except for historical facts, the matters discussed in this press release
concerning the consummation of the public offering and stock repurchase and
the availability and use of after-tax proceeds from the public offering and
stock repurchase to repay short-term
<PAGE>
3
borrowing to be incurred in conjunction with ARCO's cash tender offer for
Union Texas Petroleum constitute forward-looking statements.
Except for the historical information contained herein, the matters
discussed in this new release are forward-looking statements that involve
risks and uncertainties. Actual results could differ materially based on
numerous factors, including the volatility and level of crude oil and
natural gas prices, the volumes and margins realized by the company for its
refined products and petrochemicals, the effects of political and
regulatory instability on the company's operations, changes in capital
market conditions, interest rates, and financial markets, and other risks
detailed from time to time in the company's SEC reports, including the
report on Form 10-Q for the quarter ended March 31, 1998.
[For information, contact: Albert Greenstein (213) 486-3384. For a menu of
ARCO news releases or to retrieve a specific release, visit our Web site at
http://www.arco.com on the Internet.]
