Registration No. 333-30805
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
____________
UNION TEXAS PETROLEUM HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 76-0040040
(State or other jurisdiction of (IRS Identification No.)
incorporation or organization)
c/o ATLANTIC RICHFIELD COMPANY
333 South Hope Street, Los Angeles, CA 90071
(213) 486-3511
(Address, including zip code, and telephone number including
area code of registrant's principal executive offices)
VIRGINIA INDONESIA COMPANY
EMPLOYEE THRIFT AND RETIRMENT PLAN
(Full title of the plan)
____________
Copies to
Diane A. Ward, Esq. Bruce G. Whitmore, Esq.
Counsel - Securities & Finance Senior Vice President, General
Atlantic Richfield Company Counsel and Corporate Secretary
333 South Hope Street Atlantic Richfield Company
Los Angeles, CA 90071 333 South Hope Street
(213) 486-2080 Los Angeles, CA 90071
(213) 485-1774
<PAGE>
PART II
Following termination of the offering on June 29, 1998, the
date on which Union Texas Petroleum Holdings, Inc. ("UTP") was
merged into a wholly-owned, privately held subsidiary of Atlantic
Richfield Company, this Post-Effective Amendment No. 1 is being
filed to deregister Common Stock of UTP that remained unsold at
such date under the Virginia Indonesia Company Employee Thrift
and Retirement Plan.
Item 8. Exhibits
Exhibit No. Description of Exhibit
----------- ----------------------
3 Certificate of Merger
24 Power of Attorney
Item 9. Undertakings
Pursuant to Registrant's undertaking to remove from
registration by means of a post-effective amendment any of the
securities remaining unsold at the termination of the offering,
registrant is filing this Post-Effective Amendment No. 1.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Los Angeles, State of California on the 19th day of
May, 1999.
UNION TEXAS PETROLEUM HOLDINGS, INC.
* /s/ MICHAEL E. WILEY
By:__________________________________
Michael E. Wiley
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
* /s/ MICHAEL E. WILEY
__________________________ Chairman of the Board, May 19, 1999
Michael E. Wiley Chief Executive Officer
(Principal executive and Director
officer)
/s/ MARK E. NICHOLLS
__________________________ Senior Vice President, May 19, 1999
Mark E. Nicholls Chief Financial Officer
(Principal financial and Controller
officer and Principal
accounting officer)
*/s/ MARIE L. KNOWLES
__________________________ Director May 19, 1999
Marie L. Knowles
* /s/ DONALD R. VOELTE, JR.
__________________________ Director May 19, 1999
Donald R. Voelte, Jr.
/s/ MARK E. NICHOLLS
* By_______________________
Mark E. Nicholls
Attorney-in-Fact
<PAGE>
PLAN SIGNATURE
Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit
plan) have duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Houston, State of Texas, on this 19th day of May, 1999.
VIRGINIA INDONESIA COMPANY
EMPLOYEE THRIFT AND RETIREMENT PLAN
/s/ TERRY N. QUINN
By:________________________________
Terry N. Quinn
Chairman, VICO Employee
Thrift and Retirement Plan
Administrative Committee
CERTIFICATE OF OWNERSHIP AND MERGER
OF
VWK ACQUISITION CORP.
WITH AND INTO
UNION TEXAS PETROLEUM HOLDINGS, INC.
Pursuant to Section 253 of the Delaware General
Corporation Law (the "DGCL"), VWK Acquisition Corp., a
Delaware corporation ("VWK Acquisition"), hereby certifies
the following information relating to the merger (the
"Merger") of VWK Acquisition with and into Union Texas
Petroleum Holdings, Inc., a Delaware corporation ("UTP"):
FIRST: The name and state of incorporation of each of
the constituent corporations to the Merger are as follows:
Name State of Incorporation
---- ----------------------
VWK Acquisition Corporation Delaware
Union Texas Petroleum Holdings, Inc. Delaware
SECOND: VWK Acquisition owns at least 90% of the
outstanding shares of both the Common Stock, par value
$0.05 per share, and the 7.14% Series A Cumulative
Preferred Stock, par value $.01 per share, of UTP, and
UTP has no other class of capital stock outstanding.
THIRD: The Board of Directors of VWK Acquisition
has determined to merge VWK Acquisition into UTP under
Section 253 of the DGCL and in connection therewith
adopted the following resolutions on June 25, 1998:
<PAGE>
"WHEREAS, the Corporation owns at least
90% of the outstanding shares of both the
Common Stock, par value $0.05 per share ("UTP
Common Stock"), and the 7.14% Series A
Cumulative Preferred Stock, par value $.01
per share ("UTP Preferred Stock"), of Union
Texas Petroleum Holdings, Inc., a Delaware
corporation ("UTP"), and desires to merge
itself into such subsidiary;
NOW, THEREFORE, BE IT RESOLVED, That the
Corporation be merged into UTP, pursuant to
and in accordance with Section 253 of the
Delaware General Corporation Law (the "Merger")
and the proper officers of the Corporation be,
and each of them hereby is, authorized in the
name and on behalf of the Corporation to take
any and all actions they deem necessary or
advisable in connection therewith;
RESOLVED, That UTP shall be the surviving
corporation in the Merger (the "Surviving
Corporation");
RESOLVED, That, upon the Merger becoming
effective:
(a) each issued and outstanding share
of common stock of the Corporation shall
be converted into and become one fully
paid and nonassessable share of common
stock, par value $0.01 per share, of the
Surviving Corporation, and certificates
representing such shares shall be issued
to the sole stockholder of the Corporation
upon surrender by such sole stockholder
of the certificate or certificates that
immediately prior to the Merger represented
the issued and outstanding shares of common
stock of the Corporation;
(b) each share of UTP Common Stock
that is owned by UTP, Atlantic Richfield
Company ("ARCO"), the Corporation or any
wholly owned subsidiary of UTP, ARCO or
the Corporation shall no longer be
outstanding and shall automatically be
canceled and retired and shall cease to
exist, and no cash or other consideration
shall be delivered in exchange therefor;
(c) each share of UTP Common Stock
(other than shares of UTP Common Stock
held by a person who complies with all
the provisions of Delaware law concerning
the right of holders of UTP Common Stock
to demand appraisal of their shares of UTP
Common Stock (a "Dissenting Stockholder")
and other than shares to be canceled in
accordance with clause (b) above) issued
and outstanding shall be converted into
the right to receive $29.00 per share in
cash without interest (the "Merger
Consideration"), and all such shares
shall no longer be outstanding and shall
automatically be canceled and retired
and shall cease to exist, and each holder
of a certificate that immediately prior
to the Merger represented any such shares
shall cease to have any rights with respect
thereto, except the right to receive the
Merger Consideration, without interest, upon
<PAGE>
the surrender of such certificate. If,
after the Merger becomes effective, any
Dissenting Stockholder withdraws his
demand for appraisal or fails to perfect
or otherwise loses his right of appraisal,
in any case pursuant to Delaware law, his
shares of UTP Common Stock shall be deemed
to have been converted as of the time the
Merger became effective into the right
to receive the Merger Consideration and
such shares shall no longer be outstanding
and shall automatically be canceled and
retired and shall cease to exist, and such
Dissenting Stockholder shall cease to have
any rights with respect thereto, except the
right to receive the Merger Consideration,
without interest, upon the surrender of
such certificate; and
(d) each share of UTP Preferred
Stock shall remain outstanding and be
unaffected by the Merger, except for
those shares of UTP Preferred Stock
owned by holders who properly exercise
dissenter's rights under Delaware law
and except for those shares of UTP
preferred Stock held by the Corporation,
which shall become treasury shares.
RESOLVED, That, as contemplated by the
Agreement and Plan of Merger dated as of May
4, 1998 among ARCO, the Corporation and UTP
(the "Merger Agreement"), upon the
effectiveness of the Merger, (i) the by-laws
of the Corporation shall become the by-laws
of the Surviving Corporation, and (ii) the
directors of the Corporation shall become the
directors of the Surviving Corporation; and
RESOLVED, That, as contemplated by the
Merger Agreement, the Restated Certificate of
Incorporation of UTP, as in effect immediately
prior to the effective time of the Merger,
shall be amended at the effective time of
the Merger so that the first paragraph of
Article Fourth of such Restated Certificate
of Incorporation reads in its entirety as
follows (and as so amended, such Restated
Certificate of Incorporation shall be the
Certificate of Incorporation of the Surviving
Corporation until thereafter changed or amended
as provided therein or by applicable law):
"The total number of shares of all
classes of stock which the corporation
shall have authority to issue is
(i) 1,000 shares of Common Stock,
par value $0.01 per share and
(ii) 1,750,000 shares of Preferred
Stock, par value $0.01 per share,
all of which have been designated as
7.14% Series A Cumulative Preferred
Stock, par value $.01 per share."
RESOLVED, That the proper officers of
the Corporation be, and each of them hereby
is, authorized, in the name and on behalf
of the Corporation, to execute and file a
certificate of ownership and merger with
the Secretary of State of the State of
Delaware in such form as the officer or
officers executing the same shall approve,
the signature of
<PAGE>
such officer or officers thereon to be
conclusive evidence of the approval of
such form; and
RESOLVED, That any and all actions
heretofore or hereafter taken by the proper
officers of the Corporation relating to and
within the terms of this resolution are
hereby ratified and confirmed as the acts
and deeds of the Corporation."
FOURTH: The Merger has been approved by ARCO, the
sole stockholder of VWK Acquisition, by written consent
without a meeting in accordance with Section 228 of the
DGCL.
FIFTH: UTP shall be the surviving corporation of
the merger (the "Surviving Corporation"), and the name
of the Surviving Corporation shall be Union Texas
Petroleum Holdings, Inc.
IN WITNESS WHEREOF, VWK Acquisition has caused
this Certificate of Ownership and Merger to be executed
on this 26th day of June, 1998.
VWK ACQUISITION CORP.
/s/ TERRY G. DALLAS
By:______________________________
Terry G. Dallas
President
POWER OF ATTORNEY
Each of the undersigned directors and officers of Union Texas
Petroleum Holdings, Inc. (the "Company"), hereby constitutes and
appoints Terry G. Dallas and Mark E. Nicholls, and both or either
of them, our true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign,
execute and file this registration statement under the Securities Act
of 1933, as amended, and any or all amendments (including, without
limitation, post-effective amendments), with all exhibits and any and
all documents required to be filed with respect thereto, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and both or either of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, and both of them, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ MICHAEL E. WILEY
________________________ Chairman of the Board, September 22, 1998
Michael E. Wiley Chief Executive Officer
(Principal executive and Director
officer)
/s/ MARK E. NICHOLLS
________________________ Senior Vice President, September 22, 1998
Mark E. Nicholls Chief Financial Officer
(Principal financial and Controller
officer and Principal
accounting officer)
/s/ MARIE L. KNOWLES
________________________ Director September 22, 1998
Marie L. Knowles
/s/ DONALD R. VOELTE, JR.
________________________ Director September 22, 1998
Donald R. Voelte, Jr.
