Registration No. 333-31039
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-3
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 (IRS Identification No.)
incorporation or organization)
c/o ATLANTIC RICHFIELD COMPANY
515 South Flower Street, Los Angeles, CA 90071
(213) 486-3511
(Address, including zip code, and telephone
number including area code of registrant's
principal executive offices)
____________
Copies to
Diane A. Ward, Esq. Bruce G. Whitmore, Esq.
Senior Counsel - Securities & Finance Senior Vice President, General
Atlantic Richfield Company Counsel and Corporate Secretary
515 South Flower Street Atlantic Richfield Company
Los Angeles, CA 90071 515 South Flower Street
(213) 486-2808 Los Angeles, CA 90071
(213) 486-1774
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PART II
Following termination of the offering on June 29, 1998, the
date on which Union Texas Petroleum Holdings, Inc. was merged into
a wholly-owned, privately held subsidiary of Atlantic Richfield
Company, this Post-Effective Amendment No. 1 is being filed to
deregister $175 million of Common Stock, Debt Securities, Preferred
Stock, Depositary Shares, representing Preferred Stock and Warrants
that remained unsold on such date.
Item 16. Exhibits
Exhibit No. Description of Exhibit
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3 Certificate of Merger
24 Power of Attorney
Item 17. Undertakings
Pursuant to Registrant's undertaking to remove from
registration by means of a post-effective amendment any of the
securities remaining unsold at the termination of the offering,
registrant is filing this Post-Effective Amendment No. 1.
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SIGNATURE
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-3, and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Los Angeles, State of California on September 30, 1998.
UNION TEXAS PETROLEUM HOLDINGS, INC.
* /s/ MICHAEL E. WILEY
By:_________________________________
Michael E. Wiley
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
*/s/ MICHAEL E. WILEY
___________________________ Chairman of the Board, September 30, 1998
Michael E. Wiley Chief Executive Officer
(Principal executive and Director
officer)
/s/ MARK E. NICHOLLS
___________________________ Senior Vice President, September 30, 1998
Mark E. Nicholls Chief Financial Officer
(Principal financial and Controller
officer and Principal
accounting officer)
*/s/ MARIE L. KNOWLES
____________________________ Director September 30, 1998
Marie L. Knowles
*/s/ DONALD R. VOELTE, JR.
____________________________ Director September 30, 1998
Donald R. Voelte, Jr.
*/s/ WILLIAM E. WADE, JR.
_____________________________ Director September 30, 1998
William E. Wade, Jr.
/s/ MARK E. NICHOLLS
*By________________________
Mark E. Nicholls
Attorney-in-Fact
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CERTIFICATE OF OWNERSHIP AND MERGER
OF
VWK ACQUISITION CORP.
WITH AND INTO
UNION TEXAS PETROLEUM HOLDINGS, INC.
Pursuant to Section 253 of the Delaware
General Corporation Law (the "DGCL"), VWK Acquisition
Corp., a Delaware corporation ("VWK Acquisition"),
hereby certifies the following information relating to
the merger (the "Merger") of VWK Acquisition with and
into Union Texas Petroleum Holdings, Inc., a Delaware
corporation ("UTP"):
FIRST: The name and state of incorporation of
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each of the constituent corporations to the Merger are
as follows:
Name State of Incorporation
---- ----------------------
VWK Acquisition Corporation Delaware
Union Texas Petroleum Holdings, Inc. Delaware
SECOND: VWK Acquisition owns at least 90% of the
------
outstanding shares of both the Common Stock, par value
$0.05 per share, and the 7.14% Series A Cumulative
Preferred Stock, par value $.01 per share, of UTP, and
UTP has no other class of capital stock outstanding.
THIRD: The Board of Directors of VWK Acquisition
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has determined to merge VWK Acquisition into UTP under
Section 253 of the DGCL and in connection therewith
adopted the following resolutions on June 25, 1998:
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"WHEREAS, the Corporation owns at least
90% of the outstanding shares of both the
Common Stock, par value $0.05 per share ("UTP
Common Stock"), and the 7.14% Series A
Cumulative Preferred Stock, par value $.01
per share ("UTP Preferred Stock"), of Union
Texas Petroleum Holdings, Inc., a Delaware
corporation ("UTP"), and desires to merge
itself into such subsidiary;
NOW, THEREFORE, BE IT RESOLVED, That the
Corporation be merged into UTP, pursuant to
and in accordance with Section 253 of the
Delaware General Corporation Law (the
"Merger") and the proper officers of the
Corporation be, and each of them hereby is,
authorized in the name and on behalf of the
Corporation to take any and all actions they
deem necessary or advisable in connection
therewith;
RESOLVED, That UTP shall be the
surviving corporation in the Merger (the
"Surviving Corporation");
RESOLVED, That, upon the Merger becoming
effective:
(a) each issued and outstanding
share of common stock of the Corporation
shall be converted into and become one
fully paid and nonassessable share of
common stock, par value $0.01 per share,
of the Surviving Corporation, and
certificates representing such shares
shall be issued to the sole stockholder
of the Corporation upon surrender by
such sole stockholder of the certificate
or certificates that immediately prior
to the Merger represented the issued and
outstanding shares of common stock of
the Corporation;
(b) each share of UTP Common Stock
that is owned by UTP, Atlantic Richfield
Company ("ARCO"), the Corporation or any
wholly owned subsidiary of UTP, ARCO or
the Corporation shall no longer be
outstanding and shall automatically be
canceled and retired and shall cease to
exist, and no cash or other consideration
shall be delivered in exchange therefor;
(c) each share of UTP Common Stock
(other than shares of UTP Common Stock
held by a person who complies with all
the provisions of Delaware law
concerning the right of holders of UTP
Common Stock to demand appraisal of
their shares of UTP Common Stock (a
"Dissenting Stockholder") and other than
shares to be canceled in accordance with
clause (b) above) issued and outstanding
shall be converted into the right to
receive $29.00 per share in cash without
interest (the "Merger Consideration"),
and all such shares shall no longer be
outstanding and shall automatically be
canceled and retired and shall cease to
exist, and each holder of a certificate
that immediately prior to the Merger
represented any such shares shall cease
to have any rights with respect thereto,
except the right to receive the Merger
Consideration, without interest, upon
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the surrender of such certificate. If,
after the Merger becomes effective, any
Dissenting Stockholder withdraws his
demand for appraisal or fails to perfect
or otherwise loses his right of
appraisal, in any case pursuant to
Delaware law, his shares of UTP Common
Stock shall be deemed to have been
converted as of the time the Merger
became effective into the right to
receive the Merger Consideration and
such shares shall no longer be
outstanding and shall automatically be
canceled and retired and shall cease to
exist, and such Dissenting Stockholder
shall cease to have any rights with
respect thereto, except the right to
receive the Merger Consideration,
without interest, upon the surrender of
such certificate; and
(d) each share of UTP Preferred
Stock shall remain outstanding and be
unaffected by the Merger, except for
those shares of UTP Preferred Stock
owned by holders who properly exercise
dissenter's rights under Delaware law
and except for those shares of UTP
preferred Stock held by the Corporation,
which shall become treasury shares.
RESOLVED, That, as contemplated by the
Agreement and Plan of Merger dated as of May
4, 1998 among ARCO, the Corporation and UTP
(the "Merger Agreement"), upon the
effectiveness of the Merger, (i) the by-laws
of the Corporation shall become the by-laws
of the Surviving Corporation, and (ii) the
directors of the Corporation shall become the
directors of the Surviving Corporation; and
RESOLVED, That, as contemplated by the
Merger Agreement, the Restated Certificate of
Incorporation of UTP, as in effect
immediately prior to the effective time of
the Merger, shall be amended at the effective
time of the Merger so that the first
paragraph of Article Fourth of such Restated
Certificate of Incorporation reads in its
entirety as follows (and as so amended, such
Restated Certificate of Incorporation shall
be the Certificate of Incorporation of the
Surviving Corporation until thereafter
changed or amended as provided therein or by
applicable law):
"The total number of shares of all
classes of stock which the corporation
shall have authority to issue is
(i) 1,000 shares of Common Stock,
par value $0.01 per share and (ii)
1,750,000 shares of Preferred Stock,
par value $0.01 per share, all of
which have been designated as 7.14%
Series A Cumulative Preferred Stock,
par value $.01 per share."
RESOLVED, That the proper officers of
the Corporation be, and each of them hereby
is, authorized, in the name and on behalf
of the Corporation, to execute and file a
certificate of ownership and merger with
the Secretary of State of the State of
Delaware in such form as the officer or
officers executing the same shall approve,
the signature of
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such officer or officers thereon to be
conclusive evidence of the approval of
such form; and
RESOLVED, That any and all actions
heretofore or hereafter taken by the proper
officers of the Corporation relating to and
within the terms of this resolution are
hereby ratified and confirmed as the acts and
deeds of the Corporation."
FOURTH: The Merger has been approved by ARCO, the
------
sole stockholder of VWK Acquisition, by written consent
without a meeting in accordance with Section 228 of the
DGCL.
FIFTH: UTP shall be the surviving corporation of
-----
the merger (the "Surviving Corporation"), and the name
of the Surviving Corporation shall be Union Texas
Petroleum Holdings, Inc.
IN WITNESS WHEREOF, VWK Acquisition has caused
this Certificate of Ownership and Merger to be executed
on this 26th day of June, 1998.
VWK ACQUISITION CORP.
/s/ TERRY G. DALLAS
By:______________________________
Terry G. Dallas
President
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EXHIBIT 24
POWER OF ATTORNEY
We the undersigned, directors and officers of Union Texas
Petroleum Holdings, Inc. (the "Company"), do hereby severally
constitute and appoint Terry G. Dallas and Mark E. Nicholls
and both or either of them, our true and lawful attorneys-in-
fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all
amendments or post-effective amendments or supplements to this
Registration Statement and any Registration Statement relating
to any offering made pursuant to this Registration Statement
that is to be effective upon filing pursuant to Rule 462(b)
under the Securities Act of 1933, and to file the same with
all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys and agents, and both or either of
them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and both of them, or his or her
substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ MICHAEL E. WILEY
_______________________ Chairman of the Board, September 22, 1998
Michael E. Wiley Chief Executive Officer
(Principal executive and Director
officer)
/s/ MARK E. NICHOLLS
_______________________ Senior Vice President, September 22, 1998
Mark E. Nicholls Chief Financial Officer
(Principal financial and Controller
officer and Principal
accounting officer)
/s/ MARIE L. KNOWLES
_______________________ Director September 22, 1998
Marie L. Knowles
/s/ DONALD R. VOELTE, JR.
_______________________ Director September 22, 1998
Donald R. Voelte, Jr.
/s/ WILLIAM E. WADE, JR.
_______________________ Director September 22, 1998
William E. Wade, Jr.
