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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. 7)(1)
UNION TEXAS PETROLEUM HOLDINGS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.05 PER SHARE
(Title of Class of Securities)
908640-10-5
(CUSIP Number)
December 31, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP NO. 908640-10-5 13G PAGE 2 OF 7 PAGES
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
KKR ASSOCIATES, L.P.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
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(5) SOLE VOTING POWER
NUMBER OF -0-
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY -0-
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH -0-
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(8) SHARED DISPOSITIVE POWER
-0-
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
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(12) TYPE OF REPORTING PERSON
PN
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ITEM 1.
(a) NAME OF ISSUER:
Union Texas Petroleum Holdings, Inc.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1330 Post Oak Boulevard
Houston, Texas 77056
ITEM 2.
(a) NAME OF PERSONS FILING:
KKR Associates, L.P.
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
c/o Kohlberg Kravis Roberts & Co.
9 West 57th Street
New York, New York 10019
(c) CITIZENSHIP:
New York
(d) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.05 per share
(e) CUSIP NUMBER:
908640-10-5
ITEM 3. Not applicable
ITEM 4. OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED:
KKR Associates, L.P., a New York limited partnership, is the sole
general partner of Petroleum Associates, L.P. and KKR Partners
II, L.P. In 1998, Petroleum Associates, L.P., a Delaware limited
partnership, and KKR Partners II, L.P., a Delaware limited
partnership, disposed of all of the shares of common stock of
Union Texas Petroleum Holdings, Inc. owned by them which
Page 3 of 7 pages.
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were reported on the previous Schedule 13G filed by KKR
Associates, L.P. Consequently, KKR Associates, L.P. does not
beneficially own any shares of common stock of Union Texas
Petroleum Holdings, Inc.
(b) PERCENT OF CLASS:
0%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or direct the vote:
-0-
(ii) Shared power to vote or to direct the vote:
-0-
(iii) Sole power to dispose or to direct the disposition of:
-0-
(iv) Shared power to dispose or to direct the disposition of:
-0-
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [x].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
Page 4 of 7 pages.
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ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
Not applicable.
Page 5 of 7 pages.
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SIGNATURE
After reasonable 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.
Date: February 16, 1999
KKR ASSOCIATES, L.P.
By: \s\ Salvatore Badalamenti
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Name: Salvatore Badalamenti
Title: Attorney-in-Fact for
Henry R. Kravis, General Partner
Page 6 of 7 pages.
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EXHIBIT INDEX
Exhibit 24 - Power of Attorney
Page 7 of 7 pages.
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EXHIBIT 24
POWER OF ATTORNEY
Know all men by these presents that Henry R. Kravis does hereby
make, constitute and appoint Salvatore Badalamenti and William J. Janetschek, or
either one of them, as a true and lawful attorney-in-fact of the undersigned
with full powers of substitution and revocation, for and in the name, place and
stead of the undersigned, (both in the undersigned's individual capacity and as
a member of any limited liability company or limited partnership for which the
undersigned is otherwise authorized to sign), to execute and deliver such forms
as may be required to be filed from time to time with the Securities and
Exchange Commission with respect to any investments of SSI Partners, L.P.
(including any amendments or supplements to any reports from schedules
previously filed by such persons or entities): (i) pursuant to Sections 13(d)
and 16(a) of the Securities Exchange Act of 1934, as amended (the "Act"),
including without limitation, Schedules 13D, Schedule 13G, statements on Form 3,
Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access
codes, including without limitation the Form ID.
/s/ Henry R. Kravis
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Name: Henry R. Kravis
August 21, 1998
