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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. 8)
and
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
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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, 6 and 7 filed on
May 12, May 18, May 20, June 3, June 8, June 9 and June 15, 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. 8.
Capitalized terms used and not defined herein shall have the meanings
given to them in the Original Filing.
Item 6. Interest in Securities of Subject Company.
The Purchaser has accepted for payment a total of
approximately 84.69 million Shares.
Item 10. Additional Information.
The Offer expired, as scheduled, at 5:00 p.m., Eastern
Daylight Time, on Monday, June 15, 1998. ARCO and Union Texas will
proceed to complete the Merger as soon as practicable, pursuant to
which ARCO will acquire the remaining Shares for $29 per Share in
cash.
On June 16, 1998, ARCO issued a press release, a copy of
which is attached hereto as Exhibit (a)(16) and is incorporated herein
by reference.
Item 11. Material to be Filed as Exhibits.
(a)(16) Press Release, dated June 16, 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 16, 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)(16) Text of Press Release, dated June 16, 1998 5
EXHIBIT (a)(16)
FOR IMMEDIATE RELEASE June 16, 1998
ARCO SUCCESSFULLY COMPLETES TENDER OFFER
FOR UNION TEXAS PETROLEUM COMMON STOCK
LOS ANGELES--ARCO (NYSE: ARC) announced today the successful
completion of its tender offer for all outstanding shares of Union
Texas Petroleum Holdings, Inc.'s common stock. ARCO has accepted for
payment all shares of Union Texas validly tendered and not withdrawn
as of the expiration of the offer. The tender offer expired, as
scheduled, at 5:00 p.m. Eastern Daylight Time, on Monday, June 15,
1998.
The depositary for the offer, First Chicago Trust Company of New
York, has advised ARCO that approximately 84.69 million shares had
been validly tendered and not withdrawn at the expiration of the
tender offer, representing approximately 99% of Union Texas'
outstanding common stock.
On June 15, 1998, ARCO received notice from the Commission of the
European Communities that the Commission would not oppose ARCO's
acquisition of Union Texas.
ARCO and Union Texas will proceed to complete the merger as soon
as practicable, pursuant to which ARCO will acquire the remaining
outstanding Union Texas common shares for $29 per share in cash.
# # #
For information, contact (media) Tom Goff (213) 486-2456 or
(investors) Dennis Schiffel (213) 486-1511. For a menu of ARCO's news
releases or to retrieve a specific release, visit out site at
http://www.arco.com/ on the Web.
