CERTIFICATE OF OWNERSHIP AND MERGER
OF
VWK ACQUISITION CORP.
WITH AND INTO
UNION TEXAS PETROLEUM HOLDINGS, INC.
Pursuant to Section 253 of the Delaware
General Corporation Law (the "DGCL"), VWK Acquisition
Corp., a Delaware corporation ("VWK Acquisition"),
hereby certifies the following information relating to
the merger (the "Merger") of VWK Acquisition with and
into Union Texas Petroleum Holdings, Inc., a Delaware
corporation ("UTP"):
FIRST: The name and state of incorporation of
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each of the constituent corporations to the Merger are
as follows:
Name State of Incorporation
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VWK Acquisition Corporation Delaware
Union Texas Petroleum Holdings, Inc. Delaware
SECOND: VWK Acquisition owns at least 90% of the
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outstanding shares of both the Common Stock, par value
$0.05 per share, and the 7.14% Series A Cumulative
Preferred Stock, par value $.01 per share, of UTP, and
UTP has no other class of capital stock outstanding.
THIRD: The Board of Directors of VWK Acquisition
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has determined to merge VWK Acquisition into UTP under
Section 253 of the DGCL and in connection therewith
adopted the following resolutions on June 25, 1998:
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"WHEREAS, the Corporation owns at least
90% of the outstanding shares of both the
Common Stock, par value $0.05 per share ("UTP
Common Stock"), and the 7.14% Series A
Cumulative Preferred Stock, par value $.01
per share ("UTP Preferred Stock"), of Union
Texas Petroleum Holdings, Inc., a Delaware
corporation ("UTP"), and desires to merge
itself into such subsidiary;
NOW, THEREFORE, BE IT RESOLVED, That the
Corporation be merged into UTP, pursuant to
and in accordance with Section 253 of the
Delaware General Corporation Law (the
"Merger") and the proper officers of the
Corporation be, and each of them hereby is,
authorized in the name and on behalf of the
Corporation to take any and all actions they
deem necessary or advisable in connection
therewith;
RESOLVED, That UTP shall be the
surviving corporation in the Merger (the
"Surviving Corporation");
RESOLVED, That, upon the Merger becoming
effective:
(a) each issued and outstanding
share of common stock of the Corporation
shall be converted into and become one
fully paid and nonassessable share of
common stock, par value $0.01 per share,
of the Surviving Corporation, and
certificates representing such shares
shall be issued to the sole stockholder
of the Corporation upon surrender by
such sole stockholder of the certificate
or certificates that immediately prior
to the Merger represented the issued and
outstanding shares of common stock of
the Corporation;
(b) each share of UTP Common Stock
that is owned by UTP, Atlantic Richfield
Company ("ARCO"), the Corporation or any
wholly owned subsidiary of UTP, ARCO or
the Corporation shall no longer be
outstanding and shall automatically be
canceled and retired and shall cease to
exist, and no cash or other
consideration shall be delivered in
exchange therefor;
(c) each share of UTP Common Stock
(other than shares of UTP Common Stock
held by a person who complies with all
the provisions of Delaware law
concerning the right of holders of UTP
Common Stock to demand appraisal of
their shares of UTP Common Stock (a
"Dissenting Stockholder") and other than
shares to be canceled in accordance with
clause (b) above) issued and outstanding
shall be converted into the right to
receive $29.00 per share in cash without
interest (the "Merger Consideration"),
and all such shares shall no longer be
outstanding and shall automatically be
canceled and retired and shall cease to
exist, and each holder of a certificate
that immediately prior to the Merger
represented any such shares
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shall cease to have any rights with
respect thereto, except the right to
receive the Merger Consideration, without
interest, upon the surrender of such
certificate. If, after the Merger becomes
effective, any Dissenting Stockholder
withdraws his demand for appraisal or
fails to perfect or otherwise loses his
right of appraisal, in any case pursuant
to Delaware law, his shares of UTP Common
Stock shall be deemed to have been
converted as of the time the Merger
became effective into the right to
receive the Merger Consideration and
such shares shall no longer be
outstanding and shall automatically be
canceled and retired and shall cease to
exist, and such Dissenting Stockholder
shall cease to have any rights with
respect thereto, except the right to
receive the Merger Consideration,
without interest, upon the surrender of
such certificate; and
(d) each share of UTP Preferred
Stock shall remain outstanding and be
unaffected by the Merger, except for
those shares of UTP Preferred Stock
owned by holders who properly exercise
dissenter's rights under Delaware law
and except for those shares of UTP
preferred Stock held by the Corporation,
which shall become treasury shares.
RESOLVED, That, as contemplated by the
Agreement and Plan of Merger dated as of May
4, 1998 among ARCO, the Corporation and UTP
(the "Merger Agreement"), upon the
effectiveness of the Merger, (i) the by-laws
of the Corporation shall become the by-laws
of the Surviving Corporation, and (ii) the
directors of the Corporation shall become the
directors of the Surviving Corporation; and
RESOLVED, That, as contemplated by the
Merger Agreement, the Restated Certificate of
Incorporation of UTP, as in effect
immediately prior to the effective time of
the Merger, shall be amended at the effective
time of the Merger so that the first
paragraph of Article Fourth of such Restated
Certificate of Incorporation reads in its
entirety as follows (and as so amended, such
Restated Certificate of Incorporation shall
be the Certificate of Incorporation of the
Surviving Corporation until thereafter
changed or amended as provided therein or by
applicable law):
"The total number of shares of all
classes of stock which the
corporation shall have authority to
issue is (i) 1,000 shares of Common
Stock, par value $0.01 per share
and (ii) 1,750,000 shares of
Preferred Stock, par value $0.01
per share, all of which have been
designated as 7.14% Series A
Cumulative Preferred Stock, par
value $.01 per share."
RESOLVED, That the proper officers of
the Corporation be, and each of them hereby
is, authorized, in the name and on behalf of
the Corporation, to execute and file a
certificate of ownership and merger with the
Secretary of State of the State of Delaware
in such form as the
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officer or officers executing the same
shall approve, the signature of such
officer or officers thereon to be
conclusive evidence of the approval of
such form; and
RESOLVED, That any and all actions
heretofore or hereafter taken by the proper
officers of the Corporation relating to and
within the terms of this resolution are
hereby ratified and confirmed as the acts and
deeds of the Corporation."
FOURTH: The Merger has been approved by ARCO, the
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sole stockholder of VWK Acquisition, by written consent
without a meeting in accordance with Section 228 of the
DGCL.
FIFTH: UTP shall be the surviving corporation of
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the merger (the "Surviving Corporation"), and the name
of the Surviving Corporation shall be Union Texas
Petroleum Holdings, Inc.
IN WITNESS WHEREOF, VWK Acquisition has caused
this Certificate of Ownership and Merger to be executed
on this 26th day of June, 1998.
VWK ACQUISITION CORP.
/s/ TERRY G. DALLAS
By:___________________________
Terry G. Dallas
President
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