-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QpF56AJ6dcPk6k5Skv9wZau6f0eUZo98CwhkCTgXkSh2bfY272fGzkRL6C7uV0ee FUtUCkBoqC5s2oCYJ0A48Q== 0000950129-95-001292.txt : 19951004 0000950129-95-001292.hdr.sgml : 19951004 ACCESSION NUMBER: 0000950129-95-001292 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950718 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19951002 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09019 FILM NUMBER: 95578174 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/A 1 UNION TEXAS PETROLEUM HOLDINGS, INC. FORM 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _____________________________________________ FORM 8-K/A AMENDMENT NO. 1 TO CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ACT OF 1934 _______________________________________________ Date of Report (Date of Earliest Event Reported): October 2, 1995 (July 18, 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 7. FINANCIAL STATEMENTS AND EXHIBITS
Page (a) Financial Statements of Businesses Acquired Report of Independent Accountants 2 Historical Summary of Union Texas Petroleum Holdings, Inc.'s Interest in the Oil and Gas Revenues and Direct Operating Expenses of the Property Acquired from Oryx U.K. Energy Company 3 Notes to the Historical Summary 4 (b) Pro Forma Financial Information Pro Forma Condensed Consolidated Balance Sheet, June 30, 1995 5 Pro Forma Condensed Consolidated Statement of Operations, Year Ended December 31, 1994 6 Pro Forma Condensed Consolidated Statement of Operations, Six Months Ended June 30, 1995 7 Notes to Pro Forma Condensed Consolidated Financial Statements 8
(c) Exhibits 2.1 Sale and Purchase Agreement dated May 31, 1995, between Union Texas Petroleum Limited and Oryx U.K. Energy Company (Filed as Exhibit 10.14 to the Company's Form 10-Q for the quarter ended June 30, 1995 (Commission File No. 1-9010) and incorporated herein by reference). #23.1 Consent of Coopers & Lybrand L.L.P. # Filed herewith 1 3 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors of Union Texas Petroleum: We have audited the accompanying Historical Summary of Union Texas Petroleum Holdings Inc.'s ("Union Texas") interest in the oil and gas revenues and direct operating expenses of the property acquired from Oryx U.K. Energy Company, a subsidiary of Oryx Energy Company, for the year ended December 31, 1994 ("Historical Summary"). The Historical Summary is the responsibility of Union Texas' management. Our responsibility is to express an opinion on the Historical Summary based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary is free of material misstatement. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the Historical Summary. We believe that our audit provides a reasonable basis for our opinion. The accompanying Historical Summary was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in Union Texas' Form 8-K/A) and are not intended to be a complete financial presentation of Oryx U.K. Energy Company's interests in the property described above. In our opinion, the Historical Summary referred to above presents fairly, in all material respects, Union Texas' interests in the oil and gas revenues and direct operating expenses of the property acquired from Oryx U.K. Energy Company for the year ended December 31, 1994, in conformity with generally accepted accounting principles. COOPERS & LYBRAND L.L.P. Dallas, Texas August 21, 1995 2 4 HISTORICAL SUMMARY OF UNION TEXAS PETROLEUM HOLDINGS INC.'S INTEREST IN THE OIL AND GAS REVENUES AND DIRECT OPERATING EXPENSES OF THE PROPERTY ACQUIRED FROM ORYX U.K. ENERGY COMPANY (IN THOUSANDS)
Year Ended Six Months December 31, Ended 1994 June 30, 1995 --------------- ---------------- (unaudited) Oil and gas revenues $ 31,285 $ 29,713 Direct operating expenses 13,296 8,825 -------- -------- Revenues in excess of direct operating expenses $ 17,989 $ 20,888 ======== ========
The accompanying notes are an integral part of these summaries. 3 5 NOTES TO THE HISTORICAL SUMMARY OF UNION TEXAS PETROLEUM HOLDINGS INC.'S INTEREST IN THE OIL AND GAS REVENUES AND DIRECT OPERATING EXPENSES OF THE PROPERTY ACQUIRED FROM ORYX U.K. ENERGY COMPANY 1. OPERATIONS AND ORGANIZATION: The accompanying Historical Summary presents the oil and gas revenues and direct operating expenses which are historically attributable to the 15.5% interest of Union Texas Petroleum Holdings Inc. ("Union Texas") in the Alba field ("the property") acquired from Oryx U.K. Energy Company, a subsidiary of Oryx Energy Company ("Oryx"), effective July 1, 1995. The property is located in the U.K. North Sea. 2. BASIS OF PRESENTATION: Historical financial statements reflecting financial position, results of operations, and cash flows required by generally accepted accounting principles are not presented as such information is neither readily available on an individual property basis nor meaningful for the property. Historically, no complete allocation of administrative overhead was made by Oryx to the property, and depreciation, depletion, and amortization was based on Oryx's basis in the property. Accordingly, the accompanying Historical Summary is presented in lieu of financial statements required under Rule 3-05 of Securities and Exchange Commission Regulation S-X. The revenues and expenses presented in the Historical Summary reflect certain operating policies and procedures which were followed by Oryx, but which may not be continued by Union Texas. Revenues and expenses are stated on an accrual basis of accounting. Only those items related to the direct operations of the property are included. Allocation of overhead, administrative expenses and income taxes are not included. 3. SUPPLEMENTAL DATA (UNAUDITED): Production for the year ended December 31, 1994 and the six months ended June 30, 1995 was 2,347,000 barrels and 1,870,000 barrels, respectively. Development costs incurred for the year ended December 31, 1994 and the six months ended June 30, 1995 were $7,047,000 and $3,128,000, respectively. 4 6 UNION TEXAS PETROLEUM HOLDINGS, INC. PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (DOLLARS IN THOUSANDS) (UNAUDITED)
JUNE 30, 1995 ------------------------------------------------------------- HISTORICAL ADJUSTMENTS PRO FORMA AFTER ---------- ----------- GIVING EFFECT TO ALBA ACQUISITION ---------------- ASSETS Current assets . . . . . . . . . . . . . . . . . $ 173,638 $ 173,638 Property, plant and equipment, at cost, less accumulated depreciation, depletion and amortization . . . . . . . . . . . . . . . 1,282,175 313,052(a) 1,595,227 Other assets . . . . . . . . . . . . . . . . . . 121,740 121,740 ----------- ----------- Total assets . . . . . . . . . . . . . . . $ 1,577,553 $ 1,890,605 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities . . . . . . . . . . . . . . . $ 252,268 135,000(a) $ 387,268 Long-term debt . . . . . . . . . . . . . . . . . 430,362 135,000(a) 565,362 Deferred income taxes . . . . . . . . . . . . . . 363,032 43,052(a) 406,084 Other liabilities . . . . . . . . . . . . . . . . 115,451 115,451 ----------- ----------- Total liabilities . . . . . . . . . . . . 1,161,113 1,474,165 ----------- ----------- Common stock and other stockholders' equity: Common stock and other equity . . . . . . (36,377) (36,377) Retained earnings . . . . . . . . . . . . 452,817 452,817 ----------- ----------- Total common stock and stockholders' equity . . . 416,440 416,440 ----------- ----------- Total liabilities and stockholders' equity . . . $ 1,577,553 $ 1,890,605 =========== ===========
See accompanying notes to pro forma condensed consolidated financial statements. 5 7 UNION TEXAS PETROLEUM HOLDINGS, INC. PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
YEAR ENDED DECEMBER 31, 1994 ------------------------------------------------------------- HISTORICAL ADJUSTMENTS PRO FORMA AFTER ---------- ----------- GIVING EFFECT TO (unaudited) ALBA ACQUISITION ---------------- (unaudited) Revenues: Sales, operating, interest and other revenues . . . . . . . . . . . . . . $ 749,151 $ 29,599(b) $ 778,750 Net income of equity investee . . . . . 20,444 20,444 --------- ---------- 769,595 799,194 Costs and other deductions: Product costs and operating expenses . . 299,586 10,395(b) 309,981 Exploration expenses . . . . . . . . . . 53,532 53,532 Depreciation, depletion and amortization 168,570 16,945(c) 185,515 Selling, general and adminstrative expense . . . . . . . . . . . . . . . . 24,525 24,525 Interest expense . . . . . . . . . . . . 11,399 17,231(d) 28,630 --------- ----------- ---------- Income before income taxes . . . . . . . . . 211,983 (14,972) 197,011 Income taxes . . . . . . . . . . . . . . . . 145,245 (4,117)(e) 141,128 --------- ----------- ---------- Net income . . . . . . . . . . . . . . . . . $ 66,738 $ (10,855) $ 55,883 ========= =========== ========== Earnings per share of common stock . . . . . $ .76 $ .64 ========= ========== Dividends per share of common stock . . . . . $ .20 $ .20 ========= ========== Weighted average number of shares outstanding (000's) . . . . . . . . . . 87,642 87,642 ========= ==========
See accompanying notes to pro forma condensed consolidated financial statements. 6 8 UNION TEXAS PETROLEUM HOLDINGS, INC. PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS) (Unaudited)
SIX MONTHS ENDED JUNE 30, 1995 ----------------------------------------------------------- HISTORICAL ADJUSTMENTS PRO FORMA AFTER ---------- ----------- GIVING EFFECT TO ALBA ACQUISITION ---------------- Revenues: Sales, operating, interest and other revenues . . . . . . . . . . . . . . . $ 440,312 $ 28,210(b) $ 468,522 Net income of equity investee . . . . . 10,941 10,941 ---------- ---------- 451,253 479,463 Costs and other deductions: Product costs and operating expenses . . 153,563 6,467(b) 160,030 Exploration expenses . . . . . . . . . . 37,649 37,649 Depreciation, depletion and amortization 84,647 13,501(c) 98,148 Selling, general and admininistrative expense . . . . . . . . . . . . . . . . 12,281 12,281 Interest expense . . . . . . . . . . . . 10,510 8,616(d) 19,126 ---------- ---------- ---------- Income before income taxes . . . . . . . . . 152,603 (374) 152,229 Income taxes . . . . . . . . . . . . . . . . 85,825 (103)(e) 85,722 ---------- ---------- ---------- Net income . . . . . . . . . . . . . . . . . $ 66,778 $ (271) $ 66,507 ========== ========== ========== Earnings per share of common stock . . . . . $ .76 $ .76 ========== ========== Dividends per share of common stock . . . . . $ .10 $ .10 ========== ========== Weighted average number of shares outstanding (000's) . . . . . . . . . . 87,687 87,687 ========== ==========
See accompanying notes to pro forma condensed consolidated financial statements. 7 9 UNION TEXAS PETROLEUM HOLDINGS, INC. NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1 - BASIS OF PRESENTATION On July 18, 1995, Union Texas Petroleum Holdings, Inc. (the "Company"), through its subsidiary, Union Texas Petroleum Limited ("UTPL"), completed the acquisition from Oryx UK Energy Company ("Oryx") of its 15.5% working interest in Block 16/26 in the central United Kingdom North Sea, which includes the Alba field. UTPL paid Oryx approximately $270 million for the interest, subject to certain closing adjustments. The effective date of the transaction was July 1, 1995. The Company funded the acquisition under its bank credit facilities and its uncommitted and unsecured lines of credit. The accompanying unaudited pro forma financial information has been included as required by the rules of the Securities and Exchange Commission and is provided for comparative purposes only. The accompanying unaudited pro forma financial statements give effect to the acquisition as if the purchase occurred at an earlier date. The pro forma condensed consolidated balance sheet gives effect to the acquisition of the Alba field as if the transaction had been consummated on June 30, 1995, and accordingly includes the increase to plant, property and equipment of $313 million, resulting from the purchase price of $270 million, financed through debt, and an offset to deferred income taxes payable of $43 million. The pro forma condensed consolidated statements of operations were prepared on the basis that the acquisition was consummated prior to the beginning of the periods presented. The pro forma financial statements are not necessarily indicative of the financial results that would have occurred had the sale taken place at the above indicated dates, or of future results. The pro forma financial statements and notes should be reviewed in conjunction with the financial statements, notes and management's discussion contained in the Company's 1994 annual report on Form 10-K. NOTE 2 - PRO FORMA ADJUSTMENTS The unaudited pro forma condensed consolidated financial statements reflect the following adjustments described below: (a) Reflects the assets and liabilities associated with the acquisition of the Alba field based on the purchase price of the assets acquired, deferred taxes recorded with the purchase and debt incurred as a result of the transaction. (b) Reflects the historical oil revenues and direct operating costs associated with the Alba field adjusted for certain insurance costs for the periods indicated and the reclassification of certain transportation costs. The Company does not expect that selling, general and administrative costs will be materially impacted as a result of this purchase. (c) Reflects additional depreciation and depletion expense for the periods indicated resulting from the acquisition of the Alba field. (d) Reflects additional interest expense for the periods indicated associated with the increased debt attributable to the acquisition. (e) Records the income tax provision of the pro forma adjustments. NOTE 3 - PRO FORMA SUPPLEMENTAL FINANCIAL DATA - OIL AND GAS PRODUCING ACTIVITIES Reserve estimation The Alba field, operated by Chevron U.K. Ltd, commenced production in January 1994. As a result of the acquisition, the Company recorded approximately 45 million barrels of oil equivalent ("mmboe") as proved reserves as of July 1, 1995, of which approximately 30 mmboe are classified as proved undeveloped. The Company expects to incur about $30 million of development expenditures over the next five years related to those proved reserves. Over time, the Company anticipates recording additional proved reserves from the field based on production history and future development activity. 8 10 As prior year oil and gas reserve reports have not been individually prepared for the Alba field, the Company has developed the following reserve disclosures based on reserves at the date of acquisition, adjusted for production for the six months ended June 30, 1995.
Crude Oil and Natural Gas Liquids Natural Gas ---------------------- ----------- (Thousands of Barrels) (Millions of Cubic Feet) Proved reserves at December 31, 1994 UTPH 104,449 1,776,146 Alba 46,869 -------- ----------- Pro forma consolidated proved reserves 151,318 1,776,146 ======== =========== Proved developed reserves at December 31, 1994 UTPH 83,601 1,334,619 Alba 17,270 -------- ----------- Pro forma consolidated proved developed reserves 100,871 1,334,619 ======== ===========
Standardized measure of discounted future net cash flows The following tables sets forth pro forma information concerning the standardized measure of discounted future net cash flows from proved oil and gas reserves of the Company and giving effect to the Alba field acquisition as if the purchase had occurred prior to the beginning of the presented periods.
Pro forma after giving effect to the UTPH Adjustments Alba acquisition ---- ----------- ---------------- (Dollars in millions) DECEMBER 31, 1994 Future cash inflows $ 6,643 $ 621 $ 7,264 Future production and develop- ment costs (2,770) (304) (3,074) Future income tax expense (1,636) (43) (1,679) ------- ----- ------- Future net cash flows (a) 2,237 274 2,511 10% discount for estimated timing of cash flows (1,014) (85) (1,099) ------- ----- ------- Standard measure of discounted future net cash flows $ 1,223 $ 189 $ 1,412 ======= ===== ======= DECEMBER 31, 1993 Future cash inflows $ 5,495 $ 497 $ 5,992 Future production and develop- ment costs (2,442) (304) (2,746) Future income tax expense (1,218) (9) (1,227) ------- ----- ------- Future net cash flows (a) 1,835 184 2,019 10% discount for estimated timing of cash flows (832) (56) (888) ------- ----- ------- Standard measure of discounted future net cash flows $ 1,003 $ 128 $ 1,131 ======= ===== =======
9 11 (a) As prior year oil and gas reserve reports have not been individually prepared for the Alba field, the Company has developed the following disclosures based on reserves at the date of acquisition, adjusted for production for the six months ended June 30, 1995. Future net cash flows were computed using year-end prices and costs and statutory tax rates adjusted for permanent differences, tax credits and allowances. Changes in the standardized measure of discounted future net cash flows for the consolidated subsidiaries for 1994 and giving effect to the Alba field acquisition as if the purchase had occurred prior to January 1, 1994 were as follows:
Pro forma after giving effect to the UTPH Adjustments Alba acquisition ---- ----------- ---------------- (Dollars in millions) Beginning of year $ 869 $ 128 $ 997 Sales and transfers of oil and gas produced, net of production costs (437) (18) (455) Net changes in prices, development and production costs 358 84 442 Extensions, discoveries and im- proved recovery, less related costs 46 46 Purchase of minerals in place 118 118 Development costs incurred during the period 73 7 80 Revisions of previous quantity estimates 105 105 Increase in present value due to passage of one year 144 13 157 Net change in income taxes (211) (25) (236) ------- ----- ------ End of year $ 1,065 $ 189 $1,254 ======= ===== ======
10 12 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 hereunto duly authorized. UNION TEXAS PETROLEUM HOLDINGS, INC. Date: October 2, 1995 By: /s/ DONALD M. MCMULLAN -------------------------------- Donald M. McMullan Vice President and Controller (Chief Accounting Officer and officer duly authorized to sign on behalf of the registrant) 11 13 INDEX TO EXHIBITS
Exhibit Number Description - ------ ----------- 2.1 Sale and Purchase Agreement dated May 31, 1995, between Union Texas Petroleum Limited and Oryx U.K. Energy Company (Filed as Exhibit 10.14 to the Company's Form 10-Q for the quarter ended June 30, 1995 (Commission File No. 1-9010) and incorporated herein by reference). #23.1 Consent of Coopers & Lybrand L.L.P.
# Filed herewith EX-23.1 2 CONSENT OF COOPERS & LYBRAND L.L.P. 1 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statements of Union Texas Petroleum Holdings, Inc. on Form S-8 (File Nos. 33-26105, 33-44045, 33-13575, 33-21684, 33-64928 and 33-59213) of our report dated August 21, 1995, on our audit of the historical summary of Union Texas Petroleum Holdings, Inc.'s interest in the oil and gas revenues and direct operating expenses of the property acquired from Oryx U.K. Energy Company for the year ended December 31, 1994, which report is included in this Form 8-K/A. COOPERS & LYBRAND L.L.P. Dallas, Texas September 29, 1995 -----END PRIVACY-ENHANCED MESSAGE-----