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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. 2)
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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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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 No. 1 filed on May 12, 1998 (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. 2.
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 18, 1998, ARCO and the Purchaser commenced a cash tender offer
(the "Preferred Offer") for any and all outstanding shares of 7.14% Series
A Cumulative Preferred Stock (the "Series A Preferred Stock") of the
Company at a purchase price of $122.00 per share of Series A Preferred
Stock. The Preferred Offer is conditioned upon, among other things, the
consummation by the Purchaser of the Offer. The initial expiration date of
the Preferred Offer is 5:00 P.M., New York City time, on Friday, June 19,
1998. The Preferred Offer is not conditioned upon the tender of any minimum
number of shares of the Series A Preferred Stock. The Purchaser will not
accept shares of Series A Preferred Stock ("Preferred Shares") for purchase
pursuant to the Preferred Offer until after the record date for the
quarterly dividend of $1.785 per Preferred Share payable on the Preferred
Shares on June 30, 1998. Accordingly, holders of Preferred Shares who are
record holders on the record date for the June 30, 1998 dividend payable on
the Preferred Shares will be entitled to receive such dividend on the
regular payment date therefor regardless of when or whether they tender
their Preferred Shares pursuant to the Preferred Offer. If for any reason
the Purchaser extends the Preferred Offer until after June 30, 1998 and
thereafter accepts tendered Preferred Shares for purchase pursuant to the
Preferred Offer, the price to be paid for Preferred Shares pursuant to the
Preferred Offer will not be adjusted for any accrued and unpaid dividends
after June 30, 1998. In no event will interest be paid on the purchase
price for Preferred Shares accepted for payment pursuant to the Preferred
Offer regardless of the time of such acceptance or the time of payment
therefor.
Item 10. Additional Information.
(c) On May 14, 1998, ARCO and the Purchaser made the filings applicable to
the Merger and the Offer under the EC Regulations. The waiting period under
the EC Regulations applicable to the Offer will expire at 12:00 midnight,
Brussels time, on Thursday, June 18, 1998, unless extended or shortened in
accordance with the EC Regulations. The Purchaser does not expect that the
EC Condition will be satisfied until after the initial Expiration Date for
the Offer. Accordingly, the Purchaser expects that it will be necessary for
the Purchaser to extend the Expiration Date until the EC Condition is
satisfied unless the Purchaser elects to waive the EC Condition in whole or
in part, which it does not currently intend to do.
(f) On May 15, 1998, ARCO issued a press release relating to recent
developments in Indonesia, a copy of which is attached hereto as Exhibit
(a)(11) and is incorporated herein by reference.
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Item 11. Material to be Filed as Exhibits.
(a)(11) Press Release, dated May 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: May 18, 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
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(a)(11) Text of Press Release, dated May 15, 1998 6
EXHIBIT (a)(11)
FOR IMMEDIATE RELEASE May 15, 1998
ARCO TAKES STEPS TO ASSURE SAFETY OF ALL ITS EMPLOYEES IN
INDONESIA; TEMPORARY EVACUATION OF EXPATRIATE PERSONNEL AND
FAMILIES FROM JAKARTA IS COMPLETED
LOS ANGELES -- To assure the safety of all its personnel in
Indonesia, ARCO (NYSE: ARC) has temporarily closed its offices in Jakarta
and completed the evacuation of the majority of its expatriate employees
and their families from Jakarta.
ARCO's Jakarta office will remain closed until the safety of all
of ARCO's employees can be assured.
ARCO's oil and gas production operations in Indonesia remain
unaffected. ARCO is a major oil and gas producer from platforms offshore
Java and Bali. A contingent of ARCO executives headed by ARCO Indonesia,
Inc. president Leon Codron remains in Jakarta to coordinate the company's
ongoing activities.
ARCO has been an oil and gas producer in Indonesia for almost 30
years and intends to remain a major participant in Indonesia's energy
future, a spokesman said. ARCO said it looks forward to an early return of
its expatriate personnel to Jakarta.
ARCO said that its recently announced tender offer for all
outstanding shares of Union Texas Petroleum common stock remains in effect
subject to terms and conditions set forth in the tender offer.
# # #
For information, contact: Albert Greenstein (213) 486-3384. For a menu of
ARCO's news releases or to retrieve a specific release, visit our Web site
at http://www.arco.com on the Internet.
