-----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, VWBq/XDSSgw2P0AB52STldCGQhGUtGCLaEcVhWlnEuUlVRz0hrWQotuHsi5IufAA glZFmjSD/nFj7slNiWwIkw== 0000950129-95-000295.txt : 19950414 0000950129-95-000295.hdr.sgml : 19950414 ACCESSION NUMBER: 0000950129-95-000295 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950410 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950410 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: 95527791 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 FORM 8-K -- UNION TEXAS PETROLEUM HOLDINGS 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): April 10, 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 Page 2 Item 5. Other Events The information set forth in the press release of the registrant dated April 7, 1995, which is filed as an exhibit hereto, is incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits:
Exhibit Number Description - ------- ----------- 12.3 Pro Forma Ratio of Earnings to Fixed Charges. 99.1 Press release dated April 7, 1995.
3 Page 3 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: April 10, 1995 4 Page 4 INDEX TO EXHIBITS
Exhibit Number Description - ------- ----------- 12.3 Pro Forma Ratio of Earnings to Fixed Charges 99.1 Press Release dated April 7, 1995
EX-12.3 2 PRO FORMA RATIO OF EARNINGS 1 EXHIBIT 12.3 PRO FORMA RATIO OF EARNINGS TO FIXED CHARGES Year ended December 31, 1994 (Dollars in thousands)
Historical Adjustments(1) Pro forma ---------- -------------- --------- Net pretax income................................... $211,983 $(6,864) $205,119 Fixed Charges Interest expense.................................. 28,721 6,864 35,585 Capitalized debt cost............................. 1,452 1,452 Interest portion of rent charges.................. 3,170 3,170 --------- ------- -------- Total fixed charges...................... 33,343 6,864 40,207 Less: Capitalized interest, net................... 1,464 1,464 --------- ------- -------- 31,879 6,864 38,743 Earnings before fixed charges....................... 243,862 243,862 ======== ======= ======== Ratio of earnings to fixed charges.................. 7.31 6.07
- ---------------------- (1) The pro forma adjustments give effect to increased interest expense, as if such transactions had taken place January 1, 1994 as a result of the issuance of $75 million of the Senior Notes due 2007 at a pro forma annual interest rate of 8.50% and $125 million of Senior Notes due 2005 at a pro forma annual interest rate of 8.375% and the application of proceeds to reduce the Company's debt under its $350 million revolver and uncommitted and unsecured lines of credit. EX-99.1 3 NEWS RELEASE 1 EXHIBIT 99.1 UNION TEXAS PETROLEUM (LETTERHEAD) NEWS RELEASE Contact: Carol L. Cox (713) 968-2714 UNION TEXAS PETROLEUM 12-YEAR SENIOR NOTES PRICED Houston, April 7, 1995 -- Union Texas Petroleum Holdings, Inc. today announced the offering of a $75 million issue of 8.50% 12-year senior notes, due April 15, 2007, through Goldman, Sachs & Co., J. P. Morgan Securities Inc. and Salomon Brothers Inc. The offering was priced at 99.658% to yield 8.546% to the buyers. Union Texas will receive approximately $74.1 million in net proceeds from the offering. The independent worldwide oil and gas producer said it will use the proceeds to reduce indebtedness under the company's existing credit facilities. The notes are redeemable at any time at the option of the company, in whole or in part, at a price equal to 100% of their principal amount plus accrued interest plus a make-whole premium. Copies of the offering prospectus may be obtained from Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004, attention: Donald T. Hansen. 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 also has petrochemical interests in the U.S. # # # -----END PRIVACY-ENHANCED MESSAGE-----