-----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, UNwc4wN8ikklHlIFB7a+MO+mw2qdpvP9nJOitUqoaEcoDcYVSRje6uQMcAJZ+m7H GE8ZTwG5OBSB/WILHUTgIA== 0000950129-96-000096.txt : 19960131 0000950129-96-000096.hdr.sgml : 19960131 ACCESSION NUMBER: 0000950129-96-000096 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960129 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960130 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: 96508692 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 UNION TEXAS PETROLEUM HOLDINGS, INC. - 01/29/96 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): January 30, 1996 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 of incorporation) File Number) Identification No.) 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. Press Release. The information set forth in the press releases of the registrant dated January 24, 1996 and January 26, 1996, which are filed as exhibits hereto, are incorporated herein by reference. Australian Exploration Permit. A subsidiary of Union Texas Petroleum Holdings, Inc. (the "Company") has entered into an agreement to acquire from Pasminco Australia Limited an 80% working interest in the onshore Exploration Permit 373, comprised of 81 blocks covering approximately 1.6 million acres in the Canning Basin of Western Australia. The permit has an initial exploration period expiring in April 1998. The Company will serve as operator of the permit. Item 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits:
Exhibit Number Description - ------ ----------- 99.1 Press release dated January 24, 1996 99.2 Press release dated January 26, 1996
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: January 30, 1996 4 INDEX TO EXHIBITS
Exhibit Number Description - ------ ----------- 99.1 Press release dated January 24, 1996 99.2 Press release dated January 26, 1996
EX-99.1 2 PRESS RELEASE DATED 01/24/96 1 EXHIBIT 99.1 UNION TEXAS PETROLEUM (LETTERHEAD) NEWS RELEASE Contact: Carol L. Cox (713) 968-2714 UNION TEXAS PETROLEUM REPORTS SIGNIFICANTLY HIGHER EARNINGS FOR 1995 FULL YEAR AND FOURTH QUARTER Houston, January 24, 1996 -- Union Texas Petroleum Holdings, Inc. today reported 1995 earnings of $1.17 per share, more than 50% above the 76 cents per share earned in 1994. Net income was $102 million for 1995, versus $67 million in 1994. "1995 was marked by a number of solid achievements at Union Texas," said Chairman and CEO John Whitmire. "During 1995, the company benefited from increased oil volumes in the U.K. North Sea with the acquisition of an interest in the Alba field, higher ethylene margins and sales volumes at its U.S. petrochemical business, and improved oil and gas sales prices. In addition, Union Texas replaced approximately 150% of its 1995 worldwide production and made progress in its joint venture exploration program toward a potential commercial development at Alaska's Western Colville area." Mr. Whitmire, who joined Union Texas in January 1996, said, "Union Texas performed very well in 1995, and I am looking forward to an exciting year for the company in 1996. We will capitalize on Union Texas' strengths, including its good reputation in the industry, its strong financial position and solid core businesses, as we focus on creating value for our shareholders." - more - 2 2. FOURTH QUARTER EARNINGS For the fourth quarter of 1995, Union Texas reported net income of $24 million or 27 cents per share, compared to $17 million or 20 cents per share for the same period in 1994. The company's 1995 fourth quarter results were favorably affected by higher oil and gas sales volumes in the U.K. North Sea and Pakistan, partially offset by lower liquefied natural gas (LNG) volumes in Indonesia, increased interest expense and decreased ethylene margins. Sales and operating revenues for the fourth quarter of 1995 totaled $214 million, level with the same period in 1994. 1995 FULL-YEAR RESULTS For the full year 1995, Union Texas said its earnings benefited from higher oil volumes in the U.K. North Sea, higher ethylene margins and sales volumes at its U.S. petrochemical operations, and improved oil and gas sales prices, partially offset by increased exploration expenses, higher interest expense and lower LNG volumes. During 1995, Union Texas had an expanded exploration program and, as a result, recorded about $77 million in exploration expenses versus $54 million in 1994. The company's sales and operating revenues for the full-year 1995 were $852 million, compared to $748 million in 1994. With all of its oil and gas producing operations located overseas, the company said its worldwide oil and gas sales prices averaged $16.05 per barrel and $2.65 per thousand cubic feet in 1995, respectively, compared to $14.94 per barrel and $2.48 per thousand cubic feet in 1994. For the full year 1995, Union Texas' ethylene prices averaged about 25 cents per pound of ethylene versus 20 cents in 1994, which yielded average margins of 13 cents per pound in 1995 compared to 6 cents per pound in 1994. Ethylene sales volumes increased to 462 million pounds in 1995, up from 436 million pounds in 1994. - more - 3 3. WORLDWIDE OPERATIONS HIGHLIGHTS The company's oil sales in the U.K. North Sea were enhanced with the July 1995 acquisition of a 15.5% working interest in the Alba field. Union Texas' share of daily oil sales in the U.K. North Sea rose by more than 25% in the fourth quarter of 1995 from the same period of 1994. Along with boosting Union Texas' production volumes and reserves, the Alba acquisition complements the company's October 1994 purchase of a 9.42% unit interest in the Britannia gas development project, which will enhance Union Texas' U.K. North Sea production with its anticipated start-up in late 1998. The Union Texas-operated joint venture in Pakistan set a production record in 1995, the venture's sixth such record since 1989. During 1995, the group produced an average of approximately 21,000 barrels of oil and 174 million cubic feet of gas a day gross, which represented a 12% and 6% increase, respectively, from 1994 levels. Union Texas' net share of production from its Pakistan operations in 1995 was about 26%. At the company's joint venture operations in Indonesia, LNG sales volumes were down by about 8% in 1995 compared to 1994. Union Texas' proved worldwide reserves at year-end 1995 increased to 435 million barrels of oil equivalent, up from 411 million barrels at the end of 1994. A substantial portion of the increased reserves was attributed to the Alba acquisition, which accounted for about 45 million barrels in proved oil reserves net to Union Texas as of July 1, 1995. The company also recorded reserve additions and revisions for its other interests in the U.K. North Sea, Indonesia and Pakistan. The company's 1995 production set a record for its international operations, growing to about 46 million barrels of oil equivalent compared to 45 million barrels in 1994. Over a - more - 4 4. three-year period of 1993-95, the company replaced about 187% of its worldwide production at a cost of about $4.38 per barrel of oil equivalent. U.S. PETROCHEMICAL OPERATIONS At its petrochemical operations, Union Texas' ethylene margins averaged about 13 cents per pound of ethylene for the full-year 1995, compared to 6 cents in 1994. During the fourth quarter of 1995, ethylene margins declined to an average of 6 cents per pound, down from about 12 cents per pound in 1994's corresponding period, reflecting an increase in U.S. ethylene inventory levels from the extremely low levels in the fourth quarter of 1994. Union Texas said its ethylene margins in December 1995 averaged about four cents per pound. 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 petrochemicals interests in the U.S. Union Texas celebrated its 100th anniversary in January 1996. - more - 5 5. Comparative financial highlights follow (amounts in millions, except per share data):
THREE MONTHS ENDED DECEMBER 31, ------------------ 1995 1994 ------ ------ Net income. . . . . . . . . . . . . . . . . . . . . . . . $ 24 $ 17 Earnings per share. . . . . . . . . . . . . . . . . . . . $ .27 $ .20 Sales and operating revenues. . . . . . . . . . . . . . . $ 214 $ 214 Average common shares outstanding. . . . . . . . . . . . . 87.6 87.6
FULL YEAR ENDED DECEMBER 31, ---------------- 1995 1994 ------ ------ Net income . . . . . . . . . . . . . . . . . . . . . . . . $ 102 $ 67 Earnings per share . . . . . . . . . . . . . . . . . . . . $1.17 $ .76 Sales and operating revenues. . . . . . . . . . . . . . . . $ 852 $ 748 Average common shares outstanding . . . . . . . . . . . . . 87.7 87.6
Additional financial and operating information appears on the attached pages. - more - 6 6. UNION TEXAS PETROLEUM FINANCIAL SUMMARY (amounts in millions, except per share data)
FOURTH QUARTER FULL YEAR ---------------------- --------------------- 1995 1994 1995 1994 ------ ------- ------- ------- Sales and operating revenues $ 214 $ 214 $ 852 $ 748 Net income $ 24 $ 17 $ 102 $ 67 Major operations(a) Indonesia $ 21 $ 26 $ 95 $ 94 U.K. North Sea $ 19 $ 7 $ 46 $ 27 Pakistan $ 2 $ 1 $ 14 $ 10 Petrochemicals $ 4 $ 9 $ 38 $ 15 Earnings per share of common stock $ .27 $ .20 $ 1.17 $ .76 Discretionary cash flow(b) $ 87 $ 76 $ 367 $ 295 Major operations(a) Indonesia $ 29 $ 40 $ 147 $ 154 U.K. North Sea $ 62 $ 39 $ 183 $ 142 Pakistan $ 5 $ 3 $ 26 $ 22 Petrochemicals $ 7 $ 15 $ 63 $ 28 Average common shares 87.6 87.6 87.7 87.6
SEE FOOTNOTES ON PAGE 8. DISCRETIONARY CASH FLOW SUMMARY (amounts in millions)
FOURTH QUARTER FULL YEAR ----------------------- ------------------ 1995 1994 1995 1994 ------- -------- ------ ------ Net income $ 24 $ 17 $ 102 $ 67 Less: Equity partnership income $ (4) $ (5) $ (21) $ (20) Add: DD&A $ 55 $ 45 $ 192 $ 168 Deferred taxes $ (12) $ (5) $ (19) $ (12) Exploration expenses $ 17 $ 14 $ 77 $ 54 Unimar equity DCF(c) $ 7 $ 10 $ 36 $ 38 Discretionary cash flow $ 87 $ 76 $ 367 $ 295
SEE FOOTNOTES ON PAGE 8. - more - 7 7. OPERATING SUMMARY(d)
FOURTH QUARTER FULL YEAR --------------------- -------------------- 1995 1994 1995 1994 -------- ------ ------- ------- Net crude oil sales (MBBLS/D) U.K. North Sea 47 37 40 34 Indonesia 6 5 6 6 Pakistan 5 4 6 5 Average crude oil prices (per BBL) U.K. North Sea $15.97 $16.18 $16.14 $14.99 Indonesia $16.98 $16.00 $17.14 $15.78 Pakistan $13.70 $12.98 $14.24 $13.43 Net natural gas sales (MMCF/D) Indonesian LNG 183 205 205 222 U.K. North Sea 51 36 34 24 Pakistan 46 40 45 43 Average natural gas prices (per MCF) Indonesian LNG $ 2.92 $ 2.92 $ 3.03 $ 2.85 U.K. North Sea(e) $ 2.57 $ 2.91 $ 2.78 $ 2.57 Pakistan $ 1.31 $ 1.03 $ 1.32 $ 1.07 Ethylene (per LB) Sales price $ .18 $ .25 $ .25 $ .20 Margins $ .06 $ .12 $ .13 $ .06 Sales volumes (MLBS/D)(f) 1,253 1,341 1,267 1,195
SEE FOOTNOTES ON PAGE 8. - more - 8 8. FOOTNOTES (a) Excludes corporate items and other worldwide ventures. (b) Discretionary cash flow (DCF) is net income (less equity partnership income) excluding depreciation, deferred taxes, and exploration expenses, plus the company's estimated share of discretionary cash flow from its equity interest in its Unimar partnership's Indonesian operations. (c) Unimar equity DCF reflects the company's estimated share of discretionary cash flow from its equity interest in its Unimar partnership's Indonesian operations. (d) Excludes the Unimar equity partnership. (e) Excludes capacity charge of $35 million and $32 million in 1995 and 1994, respectively, from the North and South Sean gas fields in the U.K. North Sea. (f) Represents Union Texas' 41.67% net interest in the jointly-owned Geismar ethylene plant in Louisiana. # # # EX-99.2 3 PRESS RELEASE DATED 01/26/96 1 EXHIBIT 99.2 UNION TEXAS PETROLEUM (LETTERHEAD) NEWS RELEASE Contact: Carol Cox (713) 968-2714 UNION TEXAS PETROLEUM ANNOUNCES $220 MILLION CAPITAL BUDGET FOR 1996 Houston, January 26, 1996 -- The Board of Directors of Union Texas Petroleum Holdings, Inc. has approved a 1996 capital spending budget of approximately $220 million, up about 28% from $172 million spent in 1995, with the increase being earmarked primarily for development activities in 1996. In addition to the $172 million in capital expenditures in 1995, Union Texas spent an additional $270 million for the acquisition of a 15.5% working interest in the U.K. North Sea's Alba oil field. John Whitmire, Chairman and CEO, said, "Our 1996 capital budget reflects our sharp focus on building shareholder value through several development projects which will enhance Union Texas' oil and gas production in the years ahead as well as exploration activities at our worldwide operations." BRITANNIA GAS DEVELOPMENT PROJECT Union Texas has budgeted approximately $152 million in 1996 for oil and gas development projects in the U.K. North Sea, Indonesia and Pakistan, up from $102 million spent in 1995. A major highlight in Union Texas' 1996 capital budget is the company's participation in the U.K. North Sea's Britannia gas development - more - 2 2. project, in which Union Texas has a 9.42% unit interest. The company has earmarked approximately $60 million for additional development drilling and construction of the platform and facilities for Britannia in 1996. During 1995, Union Texas' share of development costs for Britannia was approximately $31 million. The largest undeveloped gas field in the U.K., Britannia is anticipated to commence production in late 1998. Union Texas' total share of capital required to develop Britannia from 1994 through the end of 1998 is estimated at about $200 million. ALBA FIELD Of the remaining $42 million that Union Texas has earmarked for development activities in the U.K. North Sea during 1996, approximately $16 million is allocated for development work at the producing Alba oil field, which overlies a portion of Britannia. Union Texas acquired a 15.5% working interest in Alba in July 1995. Development plans at Alba for 1996 include a number of extended-reach wells in the field's southern portion and some debottlenecking projects on the Alba platform. During 1995, Union Texas spent about $4 million on development projects at Alba. INDONESIA OPERATIONS The independent oil and gas producer has allocated about $37 million for development projects at its operations in Indonesia, where Union Texas and its co-venturers supply natural gas to an Indonesian-owned liquefied natural gas (LNG) plant. During 1996, the venture plans additional development drilling at its fields, including the Nilam, Semberah and Badak fields. In 1995, Union Texas spent about $40 million on development projects in Indonesia. PAKISTAN PROJECTS In Pakistan, development projects also are a key focus for the Union Texas-operated venture. Union Texas has budgeted about $13 million for development projects in Pakistan during 1996, which will include additional development wells and compression equipment to boost natural gas - more - 3 3. production and reserves. Union Texas also has earmarked about $2 million in its 1996 budget to study and evaluate possible liquefied petroleum gas (LPG) plant and electrical power generation opportunities in Pakistan where the company could add value to its hydrocarbon reserve base and capitalize on Union Texas' 19 years of experience in Pakistan. During 1995, Union Texas spent about $6 million on development activities in Pakistan. OTHER OIL AND GAS ACTIVITIES As part of its 1996 capital plans, Union Texas has budgeted a total of approximately $21 million for exploration projects in the U.K. North Sea, Pakistan and Indonesia. The company has also allocated $18 million for its activities in Alaska, including the Western Colville area on the North Slope. Union Texas also plans to participate in new venture exploration activities in offshore Tunisia, Italy, Ireland and Argentina. Overall, the company plans to spend approximately $50 million on exploration programs during 1996. In 1995, Union Texas spent a total of about $63 million on its worldwide exploration activities. PETROCHEMICALS At its petrochemical operations in Louisiana, Union Texas has allocated about $10 million for 1996, which will include a number of projects to enhance production and efficiency at its jointly-owned ethylene plant. During 1995, Union Texas spent about $6 million on capital projects in its petrochemical businesses. 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. Union Texas celebrated its 100th anniversary in January 1996. - more - 4 4. UNION TEXAS PETROLEUM HOLDINGS, INC. CAPITAL SPENDING(1) (DOLLARS IN MILLIONS)
PLANNED 1996 1995 ------- ------ UNITED KINGDOM Exploration $ 8 $ 11 Britannia Development $ 60 $ 31 Other Development $ 42 $ 25 INDONESIA Exploration $ 5 $ 4 Development $ 37 $ 40 PAKISTAN Exploration $ 8 $ 8 Development $ 13 $ 6 LPG/Power Plant $ 2 -- ALASKA $ 18 $ 6 OTHER INTERNATIONAL VENTURES(2) $ 16 $ 34 PETROCHEMICALS $ 10 $ 6 CORPORATE $ 1 $ 1 ------ ----- TOTAL $220 $172(3)
(1) Includes the company's equity interests in the Unimar partnership and excludes capitalized interest. (2) Primarily includes Tunisia, Italy, Ireland and Argentina. (3) Does not include $270 million for the acquisition of a 15.5% interest in the Alba field in the U.K. North Sea. -----END PRIVACY-ENHANCED MESSAGE-----