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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): June 28, 1995
UNION TEXAS PETROLEUM HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-9019 76-0040040
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
1330 Post Oak Boulevard, Houston, Texas 77056
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 623-6544
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Item 5. Other Events.
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Alba Acquisition. On June 1, 1995, Union Texas
Petroleum Holdings, Inc. (the "Company") announced that its
subsidiary, Union Texas Petroleum Limited ("UTPL"), entered
into an agreement with Oryx UK Energy Company to acquire
Oryx's 15.5% working interest in Block 16/26 in the central
United Kingdom North Sea, which includes the Alba field.
Under the agreement, UTPL has agreed to pay Oryx approximately
$270 million for the interest. The effective date of the
transaction is July 1, 1995. The transfer of the interest is
subject to certain conditions, including necessary consents
from the U.K's Department of Trade and Industry. Closing is
expected in the third quarter of 1995. The Company will fund
the acquisition under its bank credit facilities, which it
expects to increase prior to closing. After closing, the
Company expects to record approximately 45 million barrels of
oil as proved reserves. The Alba field commenced production
in January 1994. Gross daily production at Alba currently
averages over 75,000 barrels of oil. The Company expects to
spend about $25 million to $30 million net over the next five
years for future development expenditures. The Alba field is
operated by Chevron U.K. Ltd.
The Company's plans in the near term are to focus on
integrating the interests in Alba as well as the undeveloped
Britannia field acquired in late 1994 into its existing North
Sea program while utilizing any excess cash flow for the
reduction of debt. The Company will also continue to
emphasize developing its core holdings and conducting an
active exploration program as well as controlling costs.
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Financing Activities. The Company currently has two
unsecured bank credit facilities (the "Credit Facilities").
One of the Credit Facilities is a $100 million revolver that
provides for conversion of amounts outstanding on April 15,
1996 to a one year term loan maturing April 15, 1997. The
other Credit Facility is a $450 million revolver that reduces
quarterly by $35 million beginning July 31, 1998, with a final
maturity of April 30, 1999. The Company has executed an
amendment to eliminate the total indebtedness restriction
under the Credit Facilities, which was a $775 million
limitation. In addition, the Company has negotiated an
additional $100 million unsecured credit agreement with
NationsBank of Texas, N.A., as agent, Bank of America National
Trust and Savings Association and Union Bank of Switzerland,
Houston Agency, as co-agents. This credit facility, which is
expected to be executed as of June 30, 1995, is a revolver
that provides for conversion of amounts outstanding on June 15,
1996 to a one-year term loan maturing June 15, 1997. In
addition to such credit facilities, the Company has the ability
to obtain favorable interest rates on short-term borrowings,
uncommitted and unsecured lines of credit established with
several banks.
The Company's indirect subsidiary, Union Texas
Britannia Limited ("UTBL"), which is a wholly owned subsidiary
of UTPL, has a 150 million pounds sterling secured financing
from Chemical Bank, NationsBank N.A. (Carolinas), National
Westminster Bank plc and certain other banks. The financing
will be used to fund the Company's share of the cost of
developing the Britannia field to production (including
interest and other financing costs incurred prior to
completion and potential cost overruns), and any remaining
availability after completion may, subject to certain
coverage ratios being met, be used for UTBL's general corporate
purposes. Except for certain support by UTPL related to any
potential cost overruns in excess of the facility amount
(limited to 30 million pounds sterling), insurance, tax
benefits and administrative services, the lenders' recourse
will be limited to the Britannia field project assets and
is nonrecourse to the Company. The financing has a final
maturity in September 2005.
Press Releases. The information set forth in the
three press releases of the Company dated May 19, 1995,
May 25, 1995 and June 28, 1995, which are filed as exhibits
hereto, are incorporated herein by reference.
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Item 7. Financial Statements and Exhibits.
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(c) Exhibits:
Exhibit
Number Description
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99.1 Press release dated May 19, 1995
99.2 Press release dated May 25, 1995
99.3 Press release dated June 28, 1995
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Signature
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
UNION TEXAS PETROLEUM
HOLDINGS, INC.
By: /s/ NEWTON W. WILSON, III
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NEWTON W. WILSON, III
General Counsel,
Vice President-Administration
and Secretary
Date: June 28, 1995
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INDEX TO EXHIBITS
Exhibit
Number Description
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99.1 Press release dated May 19, 1995
99.2 Press release dated May 25, 1995
99.3 Press release dated June 28, 1995