[Draft---6/8/98]
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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. 5)
and
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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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 and 4 filed on May 12, May 18, May 20 and
June 3, 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. 5. Capitalized terms
used and not defined herein shall have the meanings given to them in the
Original Filing.
Item 10. Additional Information.
(f) Today ARCO and the Purchaser announced that the Offer has been extended
until 5:00 p.m., Eastern Standard Time, Friday, June 12, 1998, unless
further extended in accordance with the terms of the Offer.
The Offer is conditioned upon, among other things, any
waiting or other period under the EC Regulations applicable to the
Offer, or to the exercise by ARCO of full ownership and voting rights
with respect to the shares of Common Stock to be acquired pursuant to
the Offer, having expired or been terminated. The waiting period under
the EC Regulations will expire at 12:00 Midnight, Brussels time, on
Thursday, June 18, 1998, unless extended or shortened in accordance
with the EC Regulations. ARCO does not expect that the EC Condition
will be satisfied until after the Expiration Date, as extended hereby.
Accordingly, ARCO expects that it will be necessary for ARCO to extend
again the Expiration Date until the EC Condition is satisfied unless
ARCO elects to waive the EC Condition in whole or in part.
On June 8, 1998, ARCO issued a press release, a copy of which is
attached hereto as Exhibit (a)(13) and is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
(a)(13) Press Release, dated June 8, 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 8, 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>
EXHIBIT INDEX
Exhibit Page
Number Exhibit Name Number
(a)(13) Text of Press Release, dated June 8, 1998. 5
EXHIBIT (a)(13)
FOR IMMEDIATE RELEASE June 8, 1998
ARCO EXTENDS
TENDER OFFER FOR UNION TEXAS PETROLEUM
STOCK TO JUNE 12
LOS ANGELES --ARCO (NYSE:ARC) announced today that its tender
offer for all outstanding shares of Union Texas Petroleum Holdings, Inc.'s
common stock has been extended until 5:00 p.m., Eastern Standard Time, on
Friday, June 12, 1998, unless further extended in accordance with the terms
of the tender offer.
The tender offer was previously scheduled to expire at 12:00
midnight, Eastern Standard Time, on Friday, June 5, 1998.
The tender offer is conditioned, among other things, upon any
waiting or other period under the European Community merger regulations
applicable to the tender offer or to the exercise by ARCO of full ownership
and voting rights with respect to the shares to be acquired having expired
or been terminated.
The waiting period under the EC merger regulations will expire at
12:00 midnight, Brussels time, on Thursday, June 18, 1998, unless extended
or shortened in accordance with the EC merger regulations.
ARCO does not expect that the EC waiting period condition will be
satisfied until after June 12, the extended expiration date for the tender
offer. Accordingly, ARCO expects that the tender offer expiration date will
have to be extended again until the EC waiting period condition is either
satisfied or waived by ARCO.
The depositary for the offer, First Chicago Trust Company of New
York, has advised ARCO that approximately 83.72 million net shares have
been tendered as of the close of business on Friday, June 5, 1998. As of
March 31, 1998, Union Texas had approximately 85.25 million shares
outstanding.
# # #
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.
