-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, jmim16Y+Us4pjA2zW+9G46dFan7M/XJ0NlqSYfHix3uoyuxPn7taT8Ni4gFDuFiN NEci0k01BL09IT3Hx+84uQ== 0000910484-95-000019.txt : 199506290000910484-95-000019.hdr.sgml : 19950629 ACCESSION NUMBER: 0000910484-95-000019 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19950628 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950628 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNION TEXAS PETROLEUM HOLDINGS INC CENTRAL INDEX KEY: 0000774214 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760040040 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09019 FILM NUMBER: 95549839 BUSINESS ADDRESS: STREET 1: 1330 POST OAK BLVD CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7136236544 MAIL ADDRESS: STREET 1: 1330 POST OAK BLVD CITY: HOUSTON STATE: TX ZIP: 77056 8-K 1 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------------------- Date of Report (Date of earliest event reported): June 28, 1995 UNION TEXAS PETROLEUM HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-9019 76-0040040 (State or other (Commission (I.R.S. Employer jurisdiction File Number) Identification No.) of incorporation) 1330 Post Oak Boulevard, Houston, Texas 77056 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (713) 623-6544 2 Item 5. Other Events. ------------ Alba Acquisition. On June 1, 1995, Union Texas Petroleum Holdings, Inc. (the "Company") announced that its subsidiary, Union Texas Petroleum Limited ("UTPL"), entered into an agreement with Oryx UK Energy Company to acquire Oryx's 15.5% working interest in Block 16/26 in the central United Kingdom North Sea, which includes the Alba field. Under the agreement, UTPL has agreed to pay Oryx approximately $270 million for the interest. The effective date of the transaction is July 1, 1995. The transfer of the interest is subject to certain conditions, including necessary consents from the U.K's Department of Trade and Industry. Closing is expected in the third quarter of 1995. The Company will fund the acquisition under its bank credit facilities, which it expects to increase prior to closing. After closing, the Company expects to record approximately 45 million barrels of oil as proved reserves. The Alba field commenced production in January 1994. Gross daily production at Alba currently averages over 75,000 barrels of oil. The Company expects to spend about $25 million to $30 million net over the next five years for future development expenditures. The Alba field is operated by Chevron U.K. Ltd. The Company's plans in the near term are to focus on integrating the interests in Alba as well as the undeveloped Britannia field acquired in late 1994 into its existing North Sea program while utilizing any excess cash flow for the reduction of debt. The Company will also continue to emphasize developing its core holdings and conducting an active exploration program as well as controlling costs. 3 Financing Activities. The Company currently has two unsecured bank credit facilities (the "Credit Facilities"). One of the Credit Facilities is a $100 million revolver that provides for conversion of amounts outstanding on April 15, 1996 to a one year term loan maturing April 15, 1997. The other Credit Facility is a $450 million revolver that reduces quarterly by $35 million beginning July 31, 1998, with a final maturity of April 30, 1999. The Company has executed an amendment to eliminate the total indebtedness restriction under the Credit Facilities, which was a $775 million limitation. In addition, the Company has negotiated an additional $100 million unsecured credit agreement with NationsBank of Texas, N.A., as agent, Bank of America National Trust and Savings Association and Union Bank of Switzerland, Houston Agency, as co-agents. This credit facility, which is expected to be executed as of June 30, 1995, is a revolver that provides for conversion of amounts outstanding on June 15, 1996 to a one-year term loan maturing June 15, 1997. In addition to such credit facilities, the Company has the ability to obtain favorable interest rates on short-term borrowings, uncommitted and unsecured lines of credit established with several banks. The Company's indirect subsidiary, Union Texas Britannia Limited ("UTBL"), which is a wholly owned subsidiary of UTPL, has a 150 million pounds sterling secured financing from Chemical Bank, NationsBank N.A. (Carolinas), National Westminster Bank plc and certain other banks. The financing will be used to fund the Company's share of the cost of developing the Britannia field to production (including interest and other financing costs incurred prior to completion and potential cost overruns), and any remaining availability after completion may, subject to certain coverage ratios being met, be used for UTBL's general corporate purposes. Except for certain support by UTPL related to any potential cost overruns in excess of the facility amount (limited to 30 million pounds sterling), insurance, tax benefits and administrative services, the lenders' recourse will be limited to the Britannia field project assets and is nonrecourse to the Company. The financing has a final maturity in September 2005. Press Releases. The information set forth in the three press releases of the Company dated May 19, 1995, May 25, 1995 and June 28, 1995, which are filed as exhibits hereto, are incorporated herein by reference. 4 Item 7. Financial Statements and Exhibits. --------------------------------- (c) Exhibits: Exhibit Number Description - ------ ----------- 99.1 Press release dated May 19, 1995 99.2 Press release dated May 25, 1995 99.3 Press release dated June 28, 1995 5 Signature Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. UNION TEXAS PETROLEUM HOLDINGS, INC. By: /s/ NEWTON W. WILSON, III -------------------------- NEWTON W. WILSON, III General Counsel, Vice President-Administration and Secretary Date: June 28, 1995 6 INDEX TO EXHIBITS Exhibit Number Description - ------ ----------- 99.1 Press release dated May 19, 1995 99.2 Press release dated May 25, 1995 99.3 Press release dated June 28, 1995 EX-99.1 2 UNION TEXAS 8-K EX-99.1 EXHIBIT 99.1 UNION TEXAS PETROLEUM (LETTERHEAD) NEWS RELEASE Contact: Carol L. Cox (713) 968-2714 UNION TEXAS PETROLEUM SECONDARY OFFERING PRICED AT $22.125 PER SHARE Houston, May 19, 1995 -- Union Texas Petroleum Holdings, Inc. (NYSE: UTH) announced today the secondary public offering at $22.125 per share of 10 million shares of the 33.3 million shares of the company's common stock owned by partnerships affiliated with Kohlberg Kravis Roberts & Co. (KKR). Union Texas will not receive any proceeds from the offering. In addition, the KKR partnerships have granted the underwriters an option to purchase up to an additional 1.5 million shares to cover over-allotments, if any. Upon completion of the offering, the KKR partnerships will own approximately 27% (or 25% if the underwriters exercise their over-allotment option in full) of Union Texas' outstanding common stock. As of March 31, 1995, Union Texas had approximately 87.7 million shares of common stock outstanding. The shares are being offered concurrently in the United States and internationally. The offering is being managed by Salomon Brothers Inc (books), CS First Boston, Goldman, Sachs & Co. and Merrill Lynch & Co. Copies of the prospectus relating to the secondary offering may be obtained from Salomon Brothers Inc, 7 World Trade Center, New York, New York 10048, (212) 783-7000. One of the largest independent producers located in the U.S., Houston-based Union Texas Petroleum Holdings, Inc. (NYSE: UTH) explores for and produces oil and gas overseas primarily in the U.K. North Sea, Indonesia and other strategic areas. The company has petrochemical operations in Louisiana. # # # EX-99.2 3 UNION TEXAS 8-K EX-99.2 EXHIBIT 99.2 UNION TEXAS PETROLEUM (LETTERHEAD) NEWS RELEASE Contact: Carol L. Cox (713) 968-2714 UNION TEXAS PETROLEUM ANNOUNCES CLOSING OF SECONDARY OFFERING Houston, May 25, 1995 -- Union Texas Petroleum Holdings, Inc. (NYSE: UTH) announced today the closing of the secondary public offering of 11.5 million shares of the 33.3 million shares of the company's common stock owned by partnerships affiliated with Kohlberg Kravis Roberts & Co. (KKR). The shares included the exercise by the underwriters of their option to purchase in full the additional 1.5 million shares to cover over-allotments in the secondary offering at the offering price of $22.125 per share, less underwriters' discount. Union Texas did not receive any proceeds from the offering. The KKR partnerships now own approximately 25% of Union Texas' common stock outstanding. As of March 31, 1995, Union Texas had approximately 87.7 million shares of common stock outstanding. The shares were offered concurrently in the United States and internationally. The offering was managed by Salomon Brothers Inc, CS First Boston Corporation, Goldman, Sachs & Co. and Merrill Lynch & Co. One of the largest independent producers located in the U.S., Houston-based Union Texas Petroleum Holdings, Inc. (NYSE: UTH) explores for and produces oil and gas overseas primarily in the U.K. North Sea, Indonesia and other strategic areas. The company has petrochemical operations in Louisiana. # # # EX-99.3 4 UNION TEXAS 8-K EX-99.3 1 EXHIBIT 99.3 UNION TEXAS PETROLEUM (LETTERHEAD) NEWS RELEASE Contact: Carol L. Cox (713) 968-2714 UNION TEXAS UPDATES OPERATIONS ACTIVITIES AT WARBURG OIL AND GAS CONFERENCE IN LONDON Houston, June 28, 1995 -- Union Texas Petroleum Holdings, Inc. Senior Vice President Art Peabody updated analysts and portfolio managers on the independent oil and gas company's worldwide operations during a presentation at the S. G. Warburg International Oil and Gas Conference held in London today, June 28, 1995. During his presentation, Peabody discussed Union Texas' core producing operations in the U.K. North Sea, Indonesia and Pakistan. As part of his review of the company's U.K. North Sea operations, Peabody reviewed Union Texas' recent announcement that it will acquire a 15.5% working interest in the Alba oil field for $270 million from Oryx U.K. Energy Company. Closing is expected in the third quarter of 1995. The Alba acquisition follows Union Texas' 1994 purchase of a 9.42% unit interest in the U.K. North Sea's Britannia gas field, a portion of which the Alba property overlies. In an update on the company's new ventures exploration program, Peabody said an exploration well had begun drilling on June 1 on the Ramla block offshore Tunisia, in which Union Texas has a 50% working interest and serves as operator. On June 10, exploration drilling was initiated on a prospect in the St. George's Channel offshore southeastern Ireland, where Union Texas holds a 25% working interest. In Eastern Indonesia, a drilling rig is on location for the initial well on the Kai-Tanimbar-Rebi blocks, where Union Texas has a 33.3% working interest and is operator. Beginning in July, Union Texas will participate in a two-well exploration drilling program on Block 04.2 in the South Con Son basin offshore Vietnam, in which Union Texas has a 25% working interest. Mr. Peabody also said that the company's second 1995 exploration well on its offshore Argentina concession was 2 -more- unsuccessful. Located on the western portion of the Cuenca Colorado Marina block, the Estrella well recovered samples of good quality source rock, but did not encounter good quality reservoir. Union Texas, which operates the venture and has a 50% working interest, expects to conduct extensive seismic work on the block during late 1995 and early 1996 to identify potential future drilling targets. In early 1995, Union Texas, with a 22% working interest, participated in additional exploration drilling in the Western Colville area in Alaska's North Slope. Mr. Peabody said the Colville area holds strong potential and that an active program is planned in 1996. One of the largest independent producers located in the U.S., Houston-based Union Texas Petroleum Holdings, Inc. (NYSE: UTH) explores for and produces oil and gas overseas primarily in the U.K. North Sea, Indonesia and other strategic areas. The company has petrochemical operations in Louisiana. # # # -----END PRIVACY-ENHANCED MESSAGE-----