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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
and
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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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 1 of 9 pages
Exhibit Index on page 5
<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 (the "Original Filing"), with respect to the
offer by the Purchaser to purchase all outstanding shares of
Common Stock, par value $.05 per share ("Common Stock"), of Union
Texas Petroleum Holdings, Inc., a Delaware corporation (the
"Company"), as set forth in this Amendment No. 1. Capitalized
terms used and not defined herein shall have the meanings given
to them in the Original Filing.
Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder.
(d) On May 12, 1998, ARCO announced that it plans to make a cash
tender offer for any and all outstanding shares of the 7.14%
Series A Cumulative Preferred Stock of the Company (the "Series A
Preferred Stock") at a price of $122.00 per share of Series A
Preferred Stock. According to the Company, there are 1,750,000
outstanding shares of Series A Preferred Stock. ARCO's tender
offer for the Series A Preferred Stock (the "Preferred Offer")
will be made pursuant to a separate offer to purchase to the
holders of the Series A Preferred Stock and will be conditioned,
among other things, on the consummation of the Offer. The
Preferred Offer will not be conditioned on any minimum number of
shares of Series A Preferred Stock being tendered. Consummation
of the Preferred Offer is not a condition to the Offer. If
following consummation of the Offer and the Preferred Offer, ARCO
owns at least 90% of the outstanding shares of Common Stock and
90% of the outstanding shares of the Series A Preferred Stock,
then ARCO intends to consummate a short-form merger between the
Purchaser and the Company pursuant to Section 253 of the DGCL
without a meeting of the Company's stockholders as promptly as
practicable thereafter. Under the Agreement and Plan of Merger
between ARCO, the Purchaser and the Company, any shares of the
Series A Preferred Stock not purchased by the Purchaser in the
Preferred Offer will remain outstanding after the merger of the
Company with the Purchaser.
Item 6. Interest in Securities of the Subject Company.
On May 12, 1998, ARCO issued a press release, a copy of
which is attached hereto as Exhibit (a)(9) and is incorporated
herein by reference.
On May 12, 1998, ARCO issued a press release, a copy of
which is attached hereto as Exhibit (a)(10) and is incorporated
herein by reference.
Item 10. Additional Information.
On May 12, 1998, ARCO issued a press release, a copy of
which is attached hereto as Exhibit (a)(9) and is incorporated
herein by reference.
On May 12, 1998, ARCO issued a press release, a copy of
which is attached hereto as Exhibit (a)(10) and is incorporated
herein by reference.
Page 2 of 9 pages
Exhibit Index on page 5
<PAGE>
Item 11. Material to be Filed as Exhibits.
(a)(9) Press Release, dated May 12, 1998.
(a)(10) Press Release, dated May 12, 1998.
Page 3 of 9 pages
Exhibit Index on page 5
<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: May 12, 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
Page 4 of 9 pages
Exhibit Index on page 5
<PAGE>
EXHIBIT INDEX
Exhibit Page
Number Exhibit Name Number
(a)(9) Text of Press Release, dated May 12, 1998 6
(a)(10) Text of Press Release, dated May 12, 1998 7
Page 5 of 9 pages
Exhibit Index on page 5
6
EXHIBIT (a)(9)
FOR IMMEDIATE RELEASE May 12, 1998
ARCO TO MAKE TENDER OFFER FOR UNION TEXAS 'SERIES A'
PREFERRED STOCK FOR $122 PER SHARE
LOS ANGELES -- ARCO (NYSE: ARC) announced today that it
plans to make a cash tender offer for any and all outstanding
shares of the 7.14% Series A Cumulative Preferred Stock of Union
Texas Petroleum Holdings (NYSE: UTH) at a price of $122 per share
of preferred stock.
Union Texas has 1,750,000 outstanding shares of Series
A Preferred Stock.
ARCO expects to mail formal tender offer documents to
the holders of Series A Preferred Stock within the next week. It
is expected that the preferred stock tender offer will be
consummated after the June 15 record date for the quarterly
dividend, payable June 30, 1998.
On May 8, 1998, ARCO formally commenced a cash
tender offer to purchase all outstanding shares of common
stock of Union Texas at $29 per share in cash.
ARCO's tender offer for Series A Preferred Stock
will be made pursuant to a separate offer to purchase to the
Series A Preferred Stock holders and will be conditioned,
among other things, on the consummation of the tender offer
for Union Texas common stock. Consummation of the preferred
stock tender offer is not a condition to the tender offer for
Union Texas common stock.
Under the terms of the Agreement and Plan of Merger
between ARCO and Union Texas, any shares of Series A Preferred
Stock not purchased by ARCO will remain outstanding after the
merger of Union Texas with a subsidiary of ARCO.
This announcement is neither an offer to purchase nor a
solicitation of offers to sell shares of Series A Preferred
Stock. The offer to purchase shares of Series A Preferred Stock
will be made solely by the forthcoming Preferred Stock Offer to
Purchase.
For a menu of ARCO's news releases or to retrieve a
specific news release, visit our website at HYPERLINK
http://www.arco.com http://www.arco.com on the Internet.
For information, contact: (Media) Albert Greenstein
(213) 486-3384; (Investors) Dennis Schiffel (213) 486-1511
<PAGE>
7
EXHIBIT (a)(10)
FOR IMMEDIATE RELEASE May 12, 1998
ARCO RECONFIRMS GROWTH PLANS, EXPECTS TO
EXCEED PRODUCTION, RESERVES TARGETS;
MERGER WITH UNION TEXAS PROMISES FURTHER BOOST
New York -- ARCO (NYSE: ARC) expects to exceed targets
for growth in its worldwide oil and gas businesses primarily as a
result of its progress to date augmented by the pending merger
with Union Texas Petroleum (NYSE: UTH), ARCO Chairman and Chief
Executive Officer Mike R. Bowlin told financial analysts here
today.
"We have made tremendous strides in our base program to
increase our annual production on average by 4 to 5% between 1997
and 2001 and replace more than 120% of our oil and gas reserves
every year", Bowlin said. The base program was first outlined
last year and features stable production in Alaska with increases
in Lower 48 levels and substantial international growth.
ALASKA DECLINE HALTED
"You can quit talking about the decline in
production in Alaska -- we have solved that problem with
additions from the new Alpine field, development of the Wesk
Sak formation, enhanced oil recovery projects and numerous
satellite field developments", Bowlin said. "The production
goal of 'No Decline After '99' is being achieved. In
addition, ARCO has moved decisively on a number of fronts
around the globe so that we have a portfolio of known
resources that will begin to produce income for us by 2000
and 2001."
PROGRESS ON GLOBAL GROWTH
Bowlin and other senior ARCO executives cited a number
of factors that have improved the outlook for ARCO's global
growth plans that were introduced in early 1997.
* ARCO's net Alaskan oil production is expected to
level off at more than 360,000 barrels per day (b/d) after 1999,
up from an expected level of about 350,000 b/d just a year ago.
This latest forecast is 80,000 b/d higher than the production
outlook for 2001 predicted just four years ago. ARCO Alaska is
also setting a new stretch target called "Incline After '99" for
increasing Alaskan production.
* A series of discoveries in eastern Indonesia resulted
in a new liquefied natural gas (LNG) project named Tangguh, which
already has confirmed proved and probable reserves exceeding 13
trillion cubic feet (about 2.2 billion barrels of oil
equivalent). With final confirmation in mid-1998, Tangguh gas
reserves are expected to be comparable with those of the giant
Arun LNG project in Sumatra. ARCO expects production from the
project as early as 2003 or 2004 with net deliveries equivalent
to almost 60,000 b/d.
* Already the primary supplier of natural gas to Hong
Kong and other parts of south China from its Yacheng field in the
South China Sea, ARCO and its partner Texaco are now negotiating
for the right to develop an oil field offshore northeast China.
It could mean additional net reserves of 50 million barrels of
oil and net production of 15-20,000 b/d by 2001.
<PAGE>
8
* Countries in South America including Ecuador and
Venezuela are expected to produce about 70,000 b/d net for ARCO
by 2001. The company, which has just initiated production in
Latin America, gained interests in four Venezuelan fields with
known reserves in 1997 and received Venezuelan government
approval of an oil production and upgrading project. In addition,
development of the Villano oil discovery in Ecuador has started.
* In the United Kingdom North Sea, the Shearwater
development is moving toward startup in 2000. This should give
ARCO about 40,000 barrels of oil equivalent production per day.
* Vastar Resources, Inc. (NYSE: VRI), in which ARCO
holds an 82.2% interest, has developed a strong position in the
emerging deepwater Gulf of Mexico area where it has interests in
over 100 exploration blocks. Vastar's first deepwater discovery,
on the King prospect, was announced earlier this year.
UNION TEXAS PETROLEUM IMPACT
ARCO executives outlined the company's plans exclusive
of the Union Texas acquisition, which could be completed as early
as the third quarter of this year. They said that the acquisition
will contribute to ARCO's major initiatives. Those initiatives
focus on increasing ARCO's international presence and its oil and
natural gas production and reserves.
Most of Union Texas' assets are located overseas and
over 90% of its proven reserves are in ARCO's core areas,
predominantly Venezuela, Indonesia, the North Sea and Alaska. The
acquisition is expected to boost ARCO's daily worldwide
production by about 15% and increase ARCO's proved reserves by
14% by year's end.
SIGNIFICANT COST SAVINGS
Bowlin told analysts, "At the same time as we are
growing our oil and natural gas business, we have expanded our
refining and marketing operation on the West Coast and moved to
improve its profitability through planned cost reductions."
ARCO reported that companywide cost reduction programs
underway in its current base operations will save more than $300
million before tax. The cost reductions to be realized this year
include a $150 million program at ARCO Chemical Company, in which
ARCO holds an 82.3% interest; over $100 million in cost
reductions in ARCO's refining and marketing unit, ARCO Products
Company; and other programs encompassing global procurement and
shared services initiatives.
Cost savings also will be a key element in the success
of the combined ARCO-UTP operations, with reductions in combined
overhead and exploration costs expected to exceed $85 million
after tax per year.
CAPITAL SPENDING TO TOTAL $16 BILLION
To accomplish the growth program outlined through 2001,
ARCO said capital spending for its pre-acquisition base program
from 1998
<PAGE>
9
through 2001 will total about $16 billion with most of the
expenditures, about $10 billion, targeted for the upstream oil
and natural gas businesses worldwide. Of the $10 billion, $7.4
billion is designated for development projects with the remainder
set for exploration programs. ARCO said the merger with Union
Texas may result in some modifications of these capital-spending
plans, but no major changes are expected.
For information: (Media) Albert Greenstein (213)
486-3384; (Investors) Dennis Schiffel (213) 486-1511; e-mail to:
[email protected]
[Some of the matters discussed in this news release are
forward-looking statements that involve risks and uncertainties.
Actual results could differ materially based on numerous factors,
including the realized level of crude oil and natural gas
production and other risks detailed from time to time in the
company's SEC reports, including the 1997 report on Form 10-K.]
