-----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, Sb4ldenEdWj/OVBop624HQ9rR1iknayTlsR7iu1KG2UFTY0KA8oSzgR6kV+F1aeA p3iW8S4cMltKK5MNXptvjg== 0000950157-98-000187.txt : 19980519 0000950157-98-000187.hdr.sgml : 19980519 ACCESSION NUMBER: 0000950157-98-000187 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980518 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: 98626835 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. 2) -------------------- 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 No. 1 filed on May 12, 1998 (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. 2. 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 18, 1998, ARCO and the Purchaser commenced a cash tender offer (the "Preferred Offer") for any and all outstanding shares of 7.14% Series A Cumulative Preferred Stock (the "Series A Preferred Stock") of the Company at a purchase price of $122.00 per share of Series A Preferred Stock. The Preferred Offer is conditioned upon, among other things, the consummation by the Purchaser of the Offer. The initial expiration date of the Preferred Offer is 5:00 P.M., New York City time, on Friday, June 19, 1998. The Preferred Offer is not conditioned upon the tender of any minimum number of shares of the Series A Preferred Stock. The Purchaser will not accept shares of Series A Preferred Stock ("Preferred Shares") for purchase pursuant to the Preferred Offer until after the record date for the quarterly dividend of $1.785 per Preferred Share payable on the Preferred Shares on June 30, 1998. Accordingly, holders of Preferred Shares who are record holders on the record date for the June 30, 1998 dividend payable on the Preferred Shares will be entitled to receive such dividend on the regular payment date therefor regardless of when or whether they tender their Preferred Shares pursuant to the Preferred Offer. If for any reason the Purchaser extends the Preferred Offer until after June 30, 1998 and thereafter accepts tendered Preferred Shares for purchase pursuant to the Preferred Offer, the price to be paid for Preferred Shares pursuant to the Preferred Offer will not be adjusted for any accrued and unpaid dividends after June 30, 1998. In no event will interest be paid on the purchase price for Preferred Shares accepted for payment pursuant to the Preferred Offer regardless of the time of such acceptance or the time of payment therefor. Item 10. Additional Information. (c) On May 14, 1998, ARCO and the Purchaser made the filings applicable to the Merger and the Offer under the EC Regulations. The waiting period under the EC Regulations applicable to the Offer will expire at 12:00 midnight, Brussels time, on Thursday, June 18, 1998, unless extended or shortened in accordance with the EC Regulations. The Purchaser does not expect that the EC Condition will be satisfied until after the initial Expiration Date for the Offer. Accordingly, the Purchaser expects that it will be necessary for the Purchaser to extend the Expiration Date until the EC Condition is satisfied unless the Purchaser elects to waive the EC Condition in whole or in part, which it does not currently intend to do. (f) On May 15, 1998, ARCO issued a press release relating to recent developments in Indonesia, a copy of which is attached hereto as Exhibit (a)(11) and is incorporated herein by reference. Item 11. Material to be Filed as Exhibits. (a)(11) Press Release, dated May 15, 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: May 18, 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)(11) Text of Press Release, dated May 15, 1998 6 EX-99 2 PRESS RELEASE EXHIBIT (a)(11) FOR IMMEDIATE RELEASE May 15, 1998 ARCO TAKES STEPS TO ASSURE SAFETY OF ALL ITS EMPLOYEES IN INDONESIA; TEMPORARY EVACUATION OF EXPATRIATE PERSONNEL AND FAMILIES FROM JAKARTA IS COMPLETED LOS ANGELES -- To assure the safety of all its personnel in Indonesia, ARCO (NYSE: ARC) has temporarily closed its offices in Jakarta and completed the evacuation of the majority of its expatriate employees and their families from Jakarta. ARCO's Jakarta office will remain closed until the safety of all of ARCO's employees can be assured. ARCO's oil and gas production operations in Indonesia remain unaffected. ARCO is a major oil and gas producer from platforms offshore Java and Bali. A contingent of ARCO executives headed by ARCO Indonesia, Inc. president Leon Codron remains in Jakarta to coordinate the company's ongoing activities. ARCO has been an oil and gas producer in Indonesia for almost 30 years and intends to remain a major participant in Indonesia's energy future, a spokesman said. ARCO said it looks forward to an early return of its expatriate personnel to Jakarta. ARCO said that its recently announced tender offer for all outstanding shares of Union Texas Petroleum common stock remains in effect subject to terms and conditions set forth in the tender offer. # # # 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-----