-----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, LIgcWXHqOaLhDs6FB3gAFSSKvvqkjpqQ+Res8QDCYvsJjGWJbRw9LI7W2kCnNj3s wGrDxEwK+JLXWl5dEluXeA== 0000950129-97-002733.txt : 19970704 0000950129-97-002733.hdr.sgml : 19970704 ACCESSION NUMBER: 0000950129-97-002733 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970703 EFFECTIVENESS DATE: 19970703 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-30807 FILM NUMBER: 97636491 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 S-8 1 UNION TEXAS PETROLEUM HOLDINGS, INC. 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 3, 1997 REGISTRATION NO.________________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UNION TEXAS PETROLEUM HOLDINGS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 76-0040040 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 1330 POST OAK BLVD. HOUSTON, TEXAS 77056 (Address of Principal Executive Offices) (Zip Code) UNION TEXAS PETROLEUM SAVINGS PLAN FOR SALARIED EMPLOYEES (Full title of the plan) ALAN R. CRAIN, JR. VICE PRESIDENT AND GENERAL COUNSEL 1330 POST OAK BLVD. HOUSTON, TEXAS 77056 (713) 623-6544 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------- CALCULATION OF REGISTRATION FEE
==================================================================================================================================== Proposed Maximum Proposed Maximum Amount to Offering Price Aggregate Amount of Title of Securities to be Registered(1) be Registered Per Share(2) Offering Price(2) Registration Fee - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, par value $0.05 per share 2,000,000 $20.75 $41,500,000 $12,575.76 ====================================================================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to an employee benefit plan described herein. (2) Estimated solely for the purpose of calculating the registration fee, based upon the average of the high and low prices of a share of the Company's Common Stock on the New York Stock Exchange on June 27, 1997 pursuant to Rule 457(c). ================================================================================ 2 PART I Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act of 1933 (the "Securities Act") and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT This Registration Statement on Form S-8 is being filed by Union Texas Petroleum Holdings, Inc. (the "Company"), solely to register additional securities. In accordance with General Instruction E of Form S-8, the Company hereby incorporates by reference the contents of the Company's registration statements on Form S-8 (33-26105 and 33-44045), as amended, relating to the Union Texas Petroleum Savings Plan for Salaried Employees, as amended. ITEM 8. EXHIBITS.
Exhibit Number Description - ------ ----------- 5.1 Opinion of Andrews & Kurth L.L.P., as to the legality of the securities being registered. 5.2 Internal Revenue Service Determination Letter. 15.1 Independent Accountants' Awareness Letter. 23.1 Consent of Andrews & Kurth L.L.P. (included in the opinion filed as Exhibit 5.1 to this registration statement). 23.2 Consent of Price Waterhouse LLP. 24.1 Power of Attorney (set forth on the signature page contained in Part II of this registration statement).
-2- 3 SIGNATURES THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on this 1st day of July, 1997. UNION TEXAS PETROLEUM HOLDINGS, INC. By: /s/ Donald M. McMullan -------------------------------------------------- Donald M. McMullan Vice President and Controller -3- 4 POWER OF ATTORNEY Each of the undersigned officers and directors of Union Texas Petroleum Holdings Inc. (the "Company") hereby constitutes and appoints Larry D. Kalmbach, Alan R. Crain, Jr. and Donald M. McMullan, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any or all amendments (including, without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as he himself might or could do if personally present, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON JULY 1, 1997.
SIGNATURE TITLE --------- ----- /s/ John L. Whitmire Chairman of the Board and Chief Executive Officer - ------------------------------- (Principal Executive Officer) John L. Whitmire /s/ Larry D. Kalmbach Vice President and Chief Financial Officer - ------------------------------- (Principal Financial Officer) Larry D. Kalmbach /s/ Donald M. McMullan Vice President and Controller - ------------------------------- (Principal Accounting Officer) Donald M. McMullan /s/ Glenn A. Cox Director - ------------------------------- Glenn A. Cox /s/ Edward A. Gilhuly Director - ------------------------------- Edward A. Gilhuly /s/ James H. Greene, Jr. Director - ------------------------------- James H. Greene, Jr. /s/ Henry R. Kravis Director - ------------------------------- Henry R. Kravis
-4- 5
/s/ Michael W. Michelson Director - ------------------------------- Michael W. Michelson /s/ Wylie Bernard Pieper Director - ------------------------------- Wylie Bernard Pieper /s/ Stanley P. Porter Director - ------------------------------- Stanley P. Porter /s/ George R. Roberts Director - ------------------------------- George R. Roberts /s/ Richard R. Shinn Director - ------------------------------- Richard R. Shinn /s/ Sellers Stough Director - ------------------------------- Sellers Stough
-5- 6 THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on this 1st day of July, 1997. UNION TEXAS PETROLEUM SAVINGS PLAN FOR SALARIED EMPLOYEES By:/s/ Alan R. Crain, Jr. -------------------------------------------------- Alan R. Crain, Jr. Vice President and General Counsel -6- 7 EXHIBIT INDEX
Exhibit Number Description - ------ ----------- 5.1 -- Opinion of Andrews & Kurth L.L.P., as to the legality of the securities being registered. 5.2 -- Internal Revenue Service Determination Letter. 15.1 -- Independent Accountants' Awareness Letter. 23.1 -- Consent of Andrews & Kurth L.L.P. (included in the opinion filed as Exhibit 5.1 to this registration statement). 23.2 -- Consent of Price Waterhouse LLP. 24.1 -- Power of Attorney (set forth on the signature page contained in Part II of this registration statement).
EX-5.1 2 OPINION OF ANDREWS & KURTH LLP 1 EXHIBIT 5.1 [ANDREWS & KURTH L.L.P. LETTERHEAD] July 1, 1997 Board of Directors Union Texas Petroleum Holdings, Inc. 1330 Post Oak Boulevard Houston, Texas 77056 Ladies and Gentlemen: We have acted as counsel to Union Texas Petroleum Holdings, Inc., a Delaware corporation (the "Company") in connection with the Company's Form S-8 relating to the registration under the Securities Act of 1933, as amended, of the issuance of 2,000,000 shares of common stock, par value $.05 per share of the Company (the "Shares") issuable pursuant to the Union Texas Petroleum Savings Plan for Salaried Employees. As the basis for the opinions hereinafter expressed, we have examined such corporate records and documents, certificates of corporate and public officials and such other instruments as we have deemed necessary for the purposes of the opinions contained herein. As to all matters of fact material to such opinions, we have relied upon the representations of officers of the Company. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity with the original documents of all documents submitted to us as copies. Based upon the foregoing and having due regard for such legal considerations as we deem relevant, we are of the opinion that the Shares to be issued have been duly authorized, and that the Shares, when issued, will be validly issued, fully paid and nonassessable. We hereby consent to the inclusion of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Andrews & Kurth L.L.P. 1198/2325/2698 EX-5.2 3 IRS DETERMINATION LETTER 1 EXHIBIT 5.2 INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY DISTRICT DIRECTOR 1100 COMMERCE STREET DALLAS, TEXAS 75242 Employer Identification Number: 76-0040040 Date: MAR - 1, 1995 File Folder Number: 760011638 UNION TEXAS PETROLEUM HOLDINGS INC. Person to Contact: P.O. BOX 2120 JILL RUTHERFORD HOUSTON, TEXAS 77252-2120 Contact Telephone Number: (214) 767-6023 Plan Name: UNION TEXAS PETROLEUM SAVINGS PLAN FOR SALARIED EMPLOYEES Plan Number: 001 Dear Applicant: We have made a favorable determination on your plan, identified above, based on the information supplied. Please keep this letter in your permanent records. Continued qualification of the plan under its present form will depend on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax Regulations.) We will review the status of the plan in operation periodically. The enclosed document explains the significance of this favorable determination letter, points out some features that may affect the qualified status of your employee retirement plan, and provides information on the reporting requirements for your plan. It also describes some events that automatically nullify it. It is very important that you read the publication. This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes. This determination is subject to your adoption of the proposed amendments submitted in your letter dated 1-30-95. The proposed amendments should be adopted on or before the date prescribed by the regulations under Code section 401(b). This determination letter is applicable for the amendment(s) adopted on 9-20-93. This plan has been mandatorily disaggregated, permissively aggregated, or restructured to satisfy the nondiscrimination requirements. This letter is issued under Rev. Proc. 93-39 and considers the amendments required by the Tax Reform Act of 1986 except as otherwise specified in this letter. Letter 835 (DO/CG) 2 This plan satisfies the nondiscriminatory current availability requirements of section 1.401(a)(4)-4(b) of the regulations with respect to those benefits, rights, and features that are currently available to all employees in the plan's coverage group. For this purpose, the plan's coverage group consists of those employees treated as currently benefiting for purposes of demonstrating that the plan satisfies the minimum coverage requirements of section 410(b) of the Code. The information on the enclosed addendum is an integral part of this determination. Please be sure to read and keep it with this letter. We have sent a copy of this letter to your representative as indicated in the power of attorney. If you have questions concerning this matter, please contact the person whose name and telephone number are shown above. Sincerely yours, Bobby E. Scott District Director Enclosures: Publication 794 Reporting & Disclosure Guide for Employee Benefit Plans Addendum -2- Letter 835 (DO/CG) EX-15.1 4 INDEPENDENT ACCOUNTANTS' AWARENESS LETTER 1 EXHIBIT 15.1 INDEPENDENT ACCOUNTANTS' AWARENESS LETTER Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Dear Sirs: We are aware that Union Texas Petroleum Holdings, Inc. has incorporated by reference our report dated April 22, 1997 (issued pursuant to the provisions of Statement on Auditing Standards No. 71) in the Prospectus constituting part of its Registration Statement on Form S-8 to be filed on or about July 3, 1997. We are also aware of our responsibilities under the Securities Act of 1933. Yours very truly, Price Waterhouse LLP Houston, Texas July 3, 1997 EX-23.2 5 CONSENT OF PRICE WATERHOUSE LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus constituting part of the Registration Statement on Form S-8 of our report dated February 14, 1997 which appears on page 35 of Union Texas Petroleum Holdings, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1996. We also consent to the incorporation by reference of our report dated June 6, 1997 appearing on page 1 of the Annual Report of the Union Texas Petroleum Savings Plan for Salaried Employees on Form 11-K for the year ended December 31, 1996. Price Waterhouse LLP Houston, Texas July 3, 1997 -----END PRIVACY-ENHANCED MESSAGE-----