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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. 3)
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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 Nos. 1 and 2 filed on May 12 and May 18, 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. 3. Capitalized terms used and not defined
herein shall have the meanings given to them in the Original Filing.
Item 10. Additional Information.
(c) On Tuesday, May 19, 1998, ARCO was informed by the Federal Trade
Commission that it had granted early termination of the waiting period
applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976.
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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 20, 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
