-----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, SdY/w+85sby351u2XcCAuLTZLNdzvspvBHmDynzYYSZ9YhYvC41ZaRJ/dKO1XYa6 7J0KJwxFcBTMFo9bQIh2yA== 0000950157-98-000212.txt : 19980609 0000950157-98-000212.hdr.sgml : 19980609 ACCESSION NUMBER: 0000950157-98-000212 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980608 SROS: NYSE SROS: PCX SUBJECT COMPANY: 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: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-39305 FILM NUMBER: 98643909 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ATLANTIC RICHFIELD CO /DE CENTRAL INDEX KEY: 0000775483 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 230371610 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 515 S FLOWER ST CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2134863511 SC 14D1/A 1 TENDER OFFER STATEMENT AND 13D [Draft---6/8/98] =========================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------- SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 5) and SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) --------------------------- UNION TEXAS PETROLEUM HOLDINGS, INC. (Name of Subject Company) --------------------------- VWK ACQUISITION CORP. ATLANTIC RICHFIELD COMPANY (Bidders) --------------------------- Common Stock, Par Value $0.05 Per Share (including the associated Common Stock Purchase Rights) (Title of Class of Securities) --------------------------- 90864010 5 (CUSIP Number of Class of Securities) --------------------------- Diane A. Ward, Esq. VWK Acquisition Corp. c/o Atlantic Richfield Company 515 South Flower Street Los Angeles, CA 90071 (213) 486-2808 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Bidders) --------------------------- Copies to: Richard Hall, Esq. Cravath, Swaine & Moore Worldwide Plaza 825 Eighth Avenue New York, New York 10019 (212) 474-1000 =========================================================================== Atlantic Richfield Company ("ARCO") and VWK Acquisition Corp. (the "Purchaser") hereby amend and supplement their Tender Offer Statement on Schedule 14D-1 and Schedule 13D, originally filed on May 8, 1998, as amended by Amendment Nos. 1, 2, 3 and 4 filed on May 12, May 18, May 20 and June 3, 1998, respectively (as amended, the "Original Filing"), with respect to the offer (the "Offer") by the Purchaser to purchase all outstanding shares of Common Stock, par value $0.05 per share (the "Common Stock"), of Union Texas Petroleum Holdings, Inc., a Delaware corporation (the "Company"), as set forth in this Amendment No. 5. Capitalized terms used and not defined herein shall have the meanings given to them in the Original Filing. Item 10. Additional Information. (f) Today ARCO and the Purchaser announced that the Offer has been extended until 5:00 p.m., Eastern Standard Time, Friday, June 12, 1998, unless further extended in accordance with the terms of the Offer. The Offer is conditioned upon, among other things, any waiting or other period under the EC Regulations applicable to the Offer, or to the exercise by ARCO of full ownership and voting rights with respect to the shares of Common Stock to be acquired pursuant to the Offer, having expired or been terminated. The waiting period under the EC Regulations will expire at 12:00 Midnight, Brussels time, on Thursday, June 18, 1998, unless extended or shortened in accordance with the EC Regulations. ARCO does not expect that the EC Condition will be satisfied until after the Expiration Date, as extended hereby. Accordingly, ARCO expects that it will be necessary for ARCO to extend again the Expiration Date until the EC Condition is satisfied unless ARCO elects to waive the EC Condition in whole or in part. On June 8, 1998, ARCO issued a press release, a copy of which is attached hereto as Exhibit (a)(13) and is incorporated herein by reference. Item 11. Material to be Filed as Exhibits. (a)(13) Press Release, dated June 8, 1998. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: June 8, 1998 VWK ACQUISITION CORP. By: /s/ Terry G. Dallas -------------------------- Name: Terry G. Dallas Title: President ATLANTIC RICHFIELD COMPANY By: /s/ Terry G. Dallas --------------------------- Name: Terry G. Dallas Title: Senior Vice President and Treasurer EXHIBIT INDEX Exhibit Page Number Exhibit Name Number (a)(13) Text of Press Release, dated June 8, 1998. 5 EX-99 2 PRESS RELEASE EXHIBIT (a)(13) FOR IMMEDIATE RELEASE June 8, 1998 ARCO EXTENDS TENDER OFFER FOR UNION TEXAS PETROLEUM STOCK TO JUNE 12 LOS ANGELES --ARCO (NYSE:ARC) announced today that its tender offer for all outstanding shares of Union Texas Petroleum Holdings, Inc.'s common stock has been extended until 5:00 p.m., Eastern Standard Time, on Friday, June 12, 1998, unless further extended in accordance with the terms of the tender offer. The tender offer was previously scheduled to expire at 12:00 midnight, Eastern Standard Time, on Friday, June 5, 1998. The tender offer is conditioned, among other things, upon any waiting or other period under the European Community merger regulations applicable to the tender offer or to the exercise by ARCO of full ownership and voting rights with respect to the shares to be acquired having expired or been terminated. The waiting period under the EC merger regulations will expire at 12:00 midnight, Brussels time, on Thursday, June 18, 1998, unless extended or shortened in accordance with the EC merger regulations. ARCO does not expect that the EC waiting period condition will be satisfied until after June 12, the extended expiration date for the tender offer. Accordingly, ARCO expects that the tender offer expiration date will have to be extended again until the EC waiting period condition is either satisfied or waived by ARCO. The depositary for the offer, First Chicago Trust Company of New York, has advised ARCO that approximately 83.72 million net shares have been tendered as of the close of business on Friday, June 5, 1998. As of March 31, 1998, Union Texas had approximately 85.25 million shares outstanding. # # # For information, contact: Albert Greenstein (213) 486-3384. For a menu of ARCO's news releases or to retrieve a specific release, visit our Web site at http://www.arco.com on the Internet. -----END PRIVACY-ENHANCED MESSAGE-----