-----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, Jt+1ILwowiVEH7geA4/gq12el824hnS94AVDjT3l7DFwo8/7vOQ19f50cX7l5SFN IIHH/1eGjCjPaYDfkWLENw== 0000950157-98-000169.txt : 19980513 0000950157-98-000169.hdr.sgml : 19980513 ACCESSION NUMBER: 0000950157-98-000169 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980512 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: 98616915 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 =================================================================== 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 and SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) --------------------------- 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 =================================================================== Page 1 of 9 pages Exhibit Index on page 5 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 (the "Original Filing"), with respect to the offer by the Purchaser to purchase all outstanding shares of Common Stock, par value $.05 per share ("Common Stock"), of Union Texas Petroleum Holdings, Inc., a Delaware corporation (the "Company"), as set forth in this Amendment No. 1. Capitalized terms used and not defined herein shall have the meanings given to them in the Original Filing. Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder. (d) On May 12, 1998, ARCO announced that it plans to make a cash tender offer for any and all outstanding shares of the 7.14% Series A Cumulative Preferred Stock of the Company (the "Series A Preferred Stock") at a price of $122.00 per share of Series A Preferred Stock. According to the Company, there are 1,750,000 outstanding shares of Series A Preferred Stock. ARCO's tender offer for the Series A Preferred Stock (the "Preferred Offer") will be made pursuant to a separate offer to purchase to the holders of the Series A Preferred Stock and will be conditioned, among other things, on the consummation of the Offer. The Preferred Offer will not be conditioned on any minimum number of shares of Series A Preferred Stock being tendered. Consummation of the Preferred Offer is not a condition to the Offer. If following consummation of the Offer and the Preferred Offer, ARCO owns at least 90% of the outstanding shares of Common Stock and 90% of the outstanding shares of the Series A Preferred Stock, then ARCO intends to consummate a short-form merger between the Purchaser and the Company pursuant to Section 253 of the DGCL without a meeting of the Company's stockholders as promptly as practicable thereafter. Under the Agreement and Plan of Merger between ARCO, the Purchaser and the Company, any shares of the Series A Preferred Stock not purchased by the Purchaser in the Preferred Offer will remain outstanding after the merger of the Company with the Purchaser. Item 6. Interest in Securities of the Subject Company. On May 12, 1998, ARCO issued a press release, a copy of which is attached hereto as Exhibit (a)(9) and is incorporated herein by reference. On May 12, 1998, ARCO issued a press release, a copy of which is attached hereto as Exhibit (a)(10) and is incorporated herein by reference. Item 10. Additional Information. On May 12, 1998, ARCO issued a press release, a copy of which is attached hereto as Exhibit (a)(9) and is incorporated herein by reference. On May 12, 1998, ARCO issued a press release, a copy of which is attached hereto as Exhibit (a)(10) and is incorporated herein by reference. Page 2 of 9 pages Exhibit Index on page 5 Item 11. Material to be Filed as Exhibits. (a)(9) Press Release, dated May 12, 1998. (a)(10) Press Release, dated May 12, 1998. Page 3 of 9 pages Exhibit Index on page 5 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: May 12, 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 Page 4 of 9 pages Exhibit Index on page 5 EXHIBIT INDEX Exhibit Page Number Exhibit Name Number (a)(9) Text of Press Release, dated May 12, 1998 6 (a)(10) Text of Press Release, dated May 12, 1998 7 Page 5 of 9 pages Exhibit Index on page 5 EX-99 2 PRESS RELEASE 6 EXHIBIT (a)(9) FOR IMMEDIATE RELEASE May 12, 1998 ARCO TO MAKE TENDER OFFER FOR UNION TEXAS 'SERIES A' PREFERRED STOCK FOR $122 PER SHARE LOS ANGELES -- ARCO (NYSE: ARC) announced today that it plans to make a cash tender offer for any and all outstanding shares of the 7.14% Series A Cumulative Preferred Stock of Union Texas Petroleum Holdings (NYSE: UTH) at a price of $122 per share of preferred stock. Union Texas has 1,750,000 outstanding shares of Series A Preferred Stock. ARCO expects to mail formal tender offer documents to the holders of Series A Preferred Stock within the next week. It is expected that the preferred stock tender offer will be consummated after the June 15 record date for the quarterly dividend, payable June 30, 1998. On May 8, 1998, ARCO formally commenced a cash tender offer to purchase all outstanding shares of common stock of Union Texas at $29 per share in cash. ARCO's tender offer for Series A Preferred Stock will be made pursuant to a separate offer to purchase to the Series A Preferred Stock holders and will be conditioned, among other things, on the consummation of the tender offer for Union Texas common stock. Consummation of the preferred stock tender offer is not a condition to the tender offer for Union Texas common stock. Under the terms of the Agreement and Plan of Merger between ARCO and Union Texas, any shares of Series A Preferred Stock not purchased by ARCO will remain outstanding after the merger of Union Texas with a subsidiary of ARCO. This announcement is neither an offer to purchase nor a solicitation of offers to sell shares of Series A Preferred Stock. The offer to purchase shares of Series A Preferred Stock will be made solely by the forthcoming Preferred Stock Offer to Purchase. For a menu of ARCO's news releases or to retrieve a specific news release, visit our website at HYPERLINK http://www.arco.com http://www.arco.com on the Internet. For information, contact: (Media) Albert Greenstein (213) 486-3384; (Investors) Dennis Schiffel (213) 486-1511 7 EXHIBIT (a)(10) FOR IMMEDIATE RELEASE May 12, 1998 ARCO RECONFIRMS GROWTH PLANS, EXPECTS TO EXCEED PRODUCTION, RESERVES TARGETS; MERGER WITH UNION TEXAS PROMISES FURTHER BOOST New York -- ARCO (NYSE: ARC) expects to exceed targets for growth in its worldwide oil and gas businesses primarily as a result of its progress to date augmented by the pending merger with Union Texas Petroleum (NYSE: UTH), ARCO Chairman and Chief Executive Officer Mike R. Bowlin told financial analysts here today. "We have made tremendous strides in our base program to increase our annual production on average by 4 to 5% between 1997 and 2001 and replace more than 120% of our oil and gas reserves every year", Bowlin said. The base program was first outlined last year and features stable production in Alaska with increases in Lower 48 levels and substantial international growth. ALASKA DECLINE HALTED "You can quit talking about the decline in production in Alaska -- we have solved that problem with additions from the new Alpine field, development of the Wesk Sak formation, enhanced oil recovery projects and numerous satellite field developments", Bowlin said. "The production goal of 'No Decline After '99' is being achieved. In addition, ARCO has moved decisively on a number of fronts around the globe so that we have a portfolio of known resources that will begin to produce income for us by 2000 and 2001." PROGRESS ON GLOBAL GROWTH Bowlin and other senior ARCO executives cited a number of factors that have improved the outlook for ARCO's global growth plans that were introduced in early 1997. * ARCO's net Alaskan oil production is expected to level off at more than 360,000 barrels per day (b/d) after 1999, up from an expected level of about 350,000 b/d just a year ago. This latest forecast is 80,000 b/d higher than the production outlook for 2001 predicted just four years ago. ARCO Alaska is also setting a new stretch target called "Incline After '99" for increasing Alaskan production. * A series of discoveries in eastern Indonesia resulted in a new liquefied natural gas (LNG) project named Tangguh, which already has confirmed proved and probable reserves exceeding 13 trillion cubic feet (about 2.2 billion barrels of oil equivalent). With final confirmation in mid-1998, Tangguh gas reserves are expected to be comparable with those of the giant Arun LNG project in Sumatra. ARCO expects production from the project as early as 2003 or 2004 with net deliveries equivalent to almost 60,000 b/d. * Already the primary supplier of natural gas to Hong Kong and other parts of south China from its Yacheng field in the South China Sea, ARCO and its partner Texaco are now negotiating for the right to develop an oil field offshore northeast China. It could mean additional net reserves of 50 million barrels of oil and net production of 15-20,000 b/d by 2001. 8 * Countries in South America including Ecuador and Venezuela are expected to produce about 70,000 b/d net for ARCO by 2001. The company, which has just initiated production in Latin America, gained interests in four Venezuelan fields with known reserves in 1997 and received Venezuelan government approval of an oil production and upgrading project. In addition, development of the Villano oil discovery in Ecuador has started. * In the United Kingdom North Sea, the Shearwater development is moving toward startup in 2000. This should give ARCO about 40,000 barrels of oil equivalent production per day. * Vastar Resources, Inc. (NYSE: VRI), in which ARCO holds an 82.2% interest, has developed a strong position in the emerging deepwater Gulf of Mexico area where it has interests in over 100 exploration blocks. Vastar's first deepwater discovery, on the King prospect, was announced earlier this year. UNION TEXAS PETROLEUM IMPACT ARCO executives outlined the company's plans exclusive of the Union Texas acquisition, which could be completed as early as the third quarter of this year. They said that the acquisition will contribute to ARCO's major initiatives. Those initiatives focus on increasing ARCO's international presence and its oil and natural gas production and reserves. Most of Union Texas' assets are located overseas and over 90% of its proven reserves are in ARCO's core areas, predominantly Venezuela, Indonesia, the North Sea and Alaska. The acquisition is expected to boost ARCO's daily worldwide production by about 15% and increase ARCO's proved reserves by 14% by year's end. SIGNIFICANT COST SAVINGS Bowlin told analysts, "At the same time as we are growing our oil and natural gas business, we have expanded our refining and marketing operation on the West Coast and moved to improve its profitability through planned cost reductions." ARCO reported that companywide cost reduction programs underway in its current base operations will save more than $300 million before tax. The cost reductions to be realized this year include a $150 million program at ARCO Chemical Company, in which ARCO holds an 82.3% interest; over $100 million in cost reductions in ARCO's refining and marketing unit, ARCO Products Company; and other programs encompassing global procurement and shared services initiatives. Cost savings also will be a key element in the success of the combined ARCO-UTP operations, with reductions in combined overhead and exploration costs expected to exceed $85 million after tax per year. CAPITAL SPENDING TO TOTAL $16 BILLION To accomplish the growth program outlined through 2001, ARCO said capital spending for its pre-acquisition base program from 1998 9 through 2001 will total about $16 billion with most of the expenditures, about $10 billion, targeted for the upstream oil and natural gas businesses worldwide. Of the $10 billion, $7.4 billion is designated for development projects with the remainder set for exploration programs. ARCO said the merger with Union Texas may result in some modifications of these capital-spending plans, but no major changes are expected. For information: (Media) Albert Greenstein (213) 486-3384; (Investors) Dennis Schiffel (213) 486-1511; e-mail to: arconews@arco.com [Some of the matters discussed in this news release are forward-looking statements that involve risks and uncertainties. Actual results could differ materially based on numerous factors, including the realized level of crude oil and natural gas production and other risks detailed from time to time in the company's SEC reports, including the 1997 report on Form 10-K.] -----END PRIVACY-ENHANCED MESSAGE-----