-----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, LPZ1csC3VhQTp4YO82JWiV83F93T9LvGzCeqqz/dFM8yM9qxWhNQmFJb75UxbBdc UEwcaGP0jNWO4WpOnH7MlQ== 0000950157-98-000207.txt : 19980604 0000950157-98-000207.hdr.sgml : 19980604 ACCESSION NUMBER: 0000950157-98-000207 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980603 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: 98641739 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 (Amendment No. 4) and SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) --------------------------- 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, and 3 filed on May 12, May 18, and May 20, 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. 4. Capitalized terms used and not defined herein shall have the meanings given to them in the Original Filing. Item 4. Source and Amount of Funds or Other Consideration. (b) On June 2, 1998, ARCO entered into an agreement with ARCO Chemical Company ("ACC"), currently an 82%-owned subsidiary of ARCO, pursuant to which ARCO intends to sell a portion of the common stock of ACC that it owns to the public in a public offering and another portion of its ACC common stock holdings back to ACC. These transactions are expected to close in mid to late July. While the exact proceeds to ARCO from these transactions will depend on the offering price, assuming a price of $56.31 per share (the closing price of ACC common stock on June 2, 1998), ARCO would receive after-tax proceeds of approximately $1.4 billion. ARCO currently intends to use such proceeds to repay short term borrowings incurred to finance the Offer and the Merger. Item 10. Additional Information. (d) On June 3, 1998, ARCO issued a press release, a copy of which is attached hereto as Exhibit (a)(12) and is incorporated herein by reference. (f) Clause (i) of the first sentence of Section 14 "Certain Conditions of the Offer" of the Offer to Purchase is hereby amended to read: "(i) the Minimum Condition shall have been satisfied prior to the Expiration Date". Item 11. Material to be Filed as Exhibits. (a)(12) Press Release, dated June 3, 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 3, 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)(12) Text of Press Release, dated June 3, 1998 5 EX-99 2 PRESS RELEASE EXHIBIT (a)(12) FOR IMMEDIATE RELEASE June 3, 1998 ARCO CONTINUES FOCUS ON OIL AND GAS OPERATIONS: REDUCES HOLDINGS IN ARCO CHEMICAL COMPANY TO 50 PERCENT: MOVE LOWERS OUTSTANDING DEBT LOS ANGELES - Consistent with its strategy to focus on growth in its core oil and gas businesses, ARCO (NYSE: ARC) announced today that it has reached agreement with ARCO Chemical Company (NYSE:RCM) to reduce its 82.2 percent ownership of ARCO Chemical common stock to 50 percent. The transaction is expected to be priced and close in mid to late July. "While ARCO Chemical will continue to be an important part of the worldwide chemical industry and a proved leader in its markets, the decision to reduce our holdings puts us in a far better position to invest in and strengthen our worldwide oil and gas operations, as well as continue to grow our West Coast refining and marketing business," said ARCO Chairman and Chief Executive Officer Mike R. Bowlin. Under the agreement, ARCO will first sell in a secondary offering the amount of stock that, when combined with a repurchase by ARCO Chemical, will result in a reduction of ARCO's holdings of ARCO Chemical stock to 50 percent. At yesterday's closing price of $56.31 per share, this would total about 24 million shares worth $1.3 billion, assuming no exercise of the underwriters' over-allotment option. ARCO Chemical Company will then purchase up to $850 million of its common stock from ARCO. If the offer were assumed to be completed at yesterday's closing 2 price, the purchase would total about 15 million shares. ARCO owns about 80 million of the 97 million currently outstanding shares of ARCO Chemical stock. If the 10 percent over-allotment option is exercised, the amount of the stock that ARCO Chemical will buy from ARCO will be reduced to approximately $600 million, assuming yesterday's closing price. Shares sold to ARCO Chemical will be sold at the same price they are offered to the public in the secondary offering. The transaction will result in ARCO deconsolidating its interest in ARCO Chemical, which removes about $1 billion of ARCO Chemical debt form ARCO's financial statements. In addition, again assuming yesterday's closing price, the after-tax proceeds of approximately $1.4 billion from the ARCO Chemical transaction will be used to repay short-term borrowing to be incurred in conjunction with ARCO's $2.6 billion cash tender offer for Union Texas Petroleum common stock, as previously announced. ARCO Chemical, headquartered in Newtown Square, Pa., was a wholly owned subsidiary of Los Angeles-based ARCO until it went public in a 1987 offering. ARCO Chemical is a leading worldwide manufacturer and marketer of propylene oxide and derivatives and other intermediate chemicals. # # # A registration statement relating to these securities will be filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute and offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Except for historical facts, the matters discussed in this press release concerning the consummation of the public offering and stock repurchase and the availability and use of after-tax proceeds from the public offering and stock repurchase to repay short-term 3 borrowing to be incurred in conjunction with ARCO's cash tender offer for Union Texas Petroleum constitute forward-looking statements. Except for the historical information contained herein, the matters discussed in this new release are forward-looking statements that involve risks and uncertainties. Actual results could differ materially based on numerous factors, including the volatility and level of crude oil and natural gas prices, the volumes and margins realized by the company for its refined products and petrochemicals, the effects of political and regulatory instability on the company's operations, changes in capital market conditions, interest rates, and financial markets, and other risks detailed from time to time in the company's SEC reports, including the report on Form 10-Q for the quarter ended March 31, 1998. [For information, contact: Albert Greenstein (213) 486-3384. For a menu of ARCO news releases or to retrieve a specific release, visit our Web site at http://www.arco.com on the Internet.] -----END PRIVACY-ENHANCED MESSAGE-----