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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-9019
UNION TEXAS PETROLEUM HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0040040
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1330 POST OAK BLVD.
HOUSTON, TEXAS 77056
(Address of principal
executive offices
and zip code)
(713) 623-6544
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
As of April 18, 1997, there were 84,635,323 shares of Union Texas Petroleum
Holdings, Inc. $.05 par value Common Stock issued and outstanding.
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FORM 10-Q
PART I-FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UNION TEXAS PETROLEUM HOLDINGS, INC.
CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS)
MARCH 31, DECEMBER 31,
1997 1996
---------- ------------
ASSETS (UNAUDITED)
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . $ 24,380 43,574
Accounts and notes receivable, less allowance for doubtful accounts . . . . . 91,178 96,687
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,714 39,721
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . 32,536 23,560
---------- ----------
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . 182,808 203,542
Equity investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93,050 93,262
Property, plant and equipment, at cost, less accumulated
depreciation, depletion and amortization* . . . . . . . . . . . . . . . . . . 1,557,673 1,632,423
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,400 12,777
---------- ----------
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,845,931 $1,942,004
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . . . . . $ 2,290 $ 2,290
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76,462 103,225
Taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113,761 126,813
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . 50,927 48,511
---------- ----------
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . 243,440 280,839
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 517,485 558,463
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 373,743 391,534
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121,180 125,146
---------- ----------
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,255,848 1,355,982
---------- ----------
Stockholders' equity:
Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,391 4,391
Paid in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,727 18,863
Cumulative foreign exchange translation adjustment and other . . . . . . . . (44,984) (21,955)
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 673,826 614,376
Common stock held in treasury, at cost:
3,206,366 shares at March 31, 1997 and 1,490,322 shares at
December 31, 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . (61,877) (29,653)
---------- ----------
Total stockholders' equity . . . . . . . . . . . . . . . . . . . . . . . 590,083 586,022
---------- ----------
Total liabilities and stockholders' equity . . . . . . . . . . . . . . . $1,845,931 $1,942,004
========== ==========
* The Company follows the successful efforts method of accounting for oil and
gas activities.
The accompanying notes are an integral part of this financial statement.
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FORM 10-Q
UNION TEXAS PETROLEUM HOLDINGS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
----------------------------
1997 1996
-------- ---------
Revenues:
Sales and operating revenues . . . . . . . . . . . . . . . . . . . . . . . $282,021 $258,178
Interest income and other revenues . . . . . . . . . . . . . . . . . . . . 2,555 165
Net earnings of equity investees . . . . . . . . . . . . . . . . . . . . . 7,854 9,213
-------- --------
292,430 267,556
Costs and other deductions:
Product costs and operating expenses . . . . . . . . . . . . . . . . . . . 81,360 80,064
Exploration expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,420 14,207
Depreciation, depletion and amortization . . . . . . . . . . . . . . . . . 59,225 54,855
Selling, general and administrative expenses . . . . . . . . . . . . . . . 4,788 5,751
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,984 7,848
-------- --------
Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . 132,653 104,831
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68,883 57,270
-------- --------
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 63,770 $ 47,561
======== ========
Earnings per share of common stock . . . . . . . . . . . . . . . . . . . . . . $ .74 $ .54
======== ========
Dividends per share of common stock . . . . . . . . . . . . . . . . . . . . . . $ .05 $ .05
======== ========
Weighted average number of shares outstanding (000's) . . . . . . . . . . . . . 85,863 87,598
======== ========
The accompanying notes are an integral part of this financial statement.
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FORM 10-Q
UNION TEXAS PETROLEUM HOLDINGS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
THREE MONTHS ENDED MARCH 31,
----------------------------
1997 1996
-------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 63,770 $ 47,561
Adjustment to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization . . . . . . . . . . . . . . . . . . . 59,225 54,855
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,954) (7,700)
Net income of equity investees . . . . . . . . . . . . . . . . . . . . . . . . (7,854) (9,213)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,247 2
-------- --------
Net cash provided by operating activities before changes in other
assets and liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . 109,434 85,505
Decrease in accounts and notes receivable . . . . . . . . . . . . . . . . . . . 4,571 4,350
Decrease in inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,493 518
(Increase) decrease in prepaid expenses and other assets . . . . . . . . . . . (9,243) 3,144
Decrease in accounts payable and other liabilities . . . . . . . . . . . . . . (16,613) (9,047)
(Decrease) increase in income taxes payable . . . . . . . . . . . . . . . . . . (9,911) 10,930
-------- --------
Net cash provided by operating activities . . . . . . . . . . . . . . . . . 82,731 95,400
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment . . . . . . . . . . . . . . . . . . . . (36,055) (32,044)
Cash provided by equity investee . . . . . . . . . . . . . . . . . . . . . . . . 8,066 12,050
-------- --------
Net cash required by investing activities . . . . . . . . . . . . . . . . . . . (27,989) (19,994)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of long-term debt . . . . . . . . . . . . . . . . . . . 8,160 12,869
Net payments under the credit facilities . . . . . . . . . . . . . . . . . . . . . ( 7,000)
Net payments on money market lines of credit . . . . . . . . . . . . . . . . . . . (44,673) (75,942)
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,320) (4,380)
Proceeds from issuance of treasury stock . . . . . . . . . . . . . . . . . . . . . 1,202 911
Purchase of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . (34,305) (1,073)
-------- --------
Net cash required by financing activities . . . . . . . . . . . . . . . . . . . (73,936) (74,615)
-------- --------
Net (decrease) increase in cash and cash equivalents . . . . . . . . . . . . . . . (19,194) 791
Cash and cash equivalents at beginning of period . . . . . . . . . . . . . . . . . 43,574 11,069
-------- --------
Cash and cash equivalents at end of period . . . . . . . . . . . . . . . . . . . . $ 24,380 $ 11,860
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest (net of amount capitalized) . . . . . . . . . . . . . . . . . . . . . $ 820 $ 4,679
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85,944 56,909
The accompanying notes are an integral part of this financial statement.
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FORM 10-Q
UNION TEXAS PETROLEUM HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
NOTE 1 - BASIS OF PRESENTATION - These consolidated financial statements should
be read in the context of the consolidated financial statements and notes
thereto filed with the Commission in the Company's 1996 annual report on Form
10-K. In the opinion of management, the accompanying unaudited consolidated
financial statements reflect all adjustments, consisting only of normal
adjustments, necessary to present fairly the financial position of Union Texas
Petroleum Holdings, Inc. and its consolidated subsidiaries at March 31, 1997,
and the results of operations and cash flows for the three months ended March
31, 1997 and 1996. The results of operations for the three months ended March
31, 1997, should not necessarily be taken as indicative of the results of
operations that may be expected for the entire year 1997.
NOTE 2 - CREDIT FACILITIES - The Company had two unsecured bank credit
facilities (the "Credit Facilities") at March 31, 1997. One of the Credit
Facilities is a $100 million revolver that provides for conversion of amounts
outstanding on March 10, 1998 to a one-year term loan maturing March 9, 1999.
Another Credit Facility is a $450 million revolver that reduces quarterly by
$35 million beginning June 30, 2001, with a final maturity of March 31, 2002.
In addition to such Credit Facilities, the Company has the ability to obtain
short-term borrowings on uncommitted and unsecured lines of credit with several
banks.
NOTE 3 - CONTINGENCIES - The Company and its subsidiaries and related companies
are named defendants in a number of lawsuits and named parties in numerous
government proceedings arising in the ordinary course of business. While the
outcome of contingencies, lawsuits or other proceedings against the Company
cannot be predicted with certainty, management expects that any liability, to
the extent not provided for through insurance or otherwise, will not have a
material adverse effect on the financial statements of the Company.
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UNION TEXAS PETROLEUM HOLDINGS, INC.
With respect to the unaudited consolidated financial information of Union Texas
Petroleum Holdings, Inc. for the three- month periods ended March 31, 1997 and
1996, Price Waterhouse LLP reported that they have applied limited procedures
in accordance with professional standards for a review of such information.
However, their separate report dated April 22, 1997 appearing below, states
that they did not audit and they do not express an opinion on that unaudited
consolidated financial information. Price Waterhouse LLP has not carried out
any significant or additional audit tests beyond those which would have been
necessary if their report had not been included. Accordingly, the degree of
reliance on their report on such information should be restricted in light of
the limited nature of the review procedures applied. Price Waterhouse LLP is
not subject to the liability provisions of section 11 of the Securities Act of
1933 for their report on the unaudited consolidated financial information
because that report is not a "report" prepared or certified by Price Waterhouse
LLP within the meaning of sections 7 and 11 of the Act.
INDEPENDENT ACCOUNTANT'S REPORT
To the Board of Directors
of Union Texas Petroleum Holdings, Inc.
We have reviewed the accompanying consolidated balance sheet of Union Texas
Petroleum Holdings, Inc. and consolidated subsidiaries as of March 31, 1997 and
the related consolidated statements of operations and of cash flows for the
three month periods ended March 31, 1997 and 1996. This financial information
is the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical review
procedures to financial data and making inquiries of persons responsible for
financial and accounting matters. It is substantially less in scope than an
audit conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial information for it to be in conformity
with generally accepted accounting principles.
We previously audited in accordance with generally accepted auditing standards,
the consolidated balance sheet as of December 31, 1996, and the related
consolidated statements of operations, of cash flows, and of stockholders'
equity for the year then ended (not presented herein), and in our report dated
February 14, 1997 we expressed an unqualified opinion on those consolidated
financial statements. In our opinion, the information set forth in the
accompanying consolidated balance sheet information as of December 31, 1996, is
fairly stated in all material respects in relation to the consolidated balance
sheet from which it has been derived.
PRICE WATERHOUSE LLP
Houston, Texas
April 22, 1997
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the financial
statements, notes, and management's discussion contained in the registrant's
1996 annual report on Form 10-K, and condensed financial statements and notes
contained in this report.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1997 COMPARED WITH THREE MONTHS ENDED MARCH 31,
1996
Net income for the three months ended March 31, 1997, was $64 million, or $.74
per share as compared to net income of $48 million, or $.54 per share reported
for the same period in 1996. The current quarter was favorably impacted by
higher worldwide oil prices, higher LNG and gas prices, higher U.K. oil volumes
and lower interest expense partially offset by lower LNG volumes.
Sales and operating revenues for the three months ended March 31, 1997, were
$282 million, as compared to $258 million for the first quarter of 1996.
International revenues totaled $234 million as compared to $217 million for the
first quarter of 1996. In the U.K., sales and operating revenues increased by
$16 million due to higher crude oil prices and increased sales volumes,
including higher gas takes from the Sean fields. In Indonesia, sales decreased
$2 million due to lower LNG and oil volumes partially offset by higher prices.
For the full year, LNG sales volumes are expected to be approximately 15% below
1996 levels. In Pakistan, sales were $3 million above 1996 primarily due to
higher crude oil and gas prices.
Average prices received and volumes sold by the Company's major operations
during the first quarter of 1997 and 1996, respectively, were as follows:
PRICES VOLUMES
(000S PER DAY)
1997 1996 1997 1996
---- ---- ---- ----
Crude oil (barrels):
U.K. $19.17 $18.09 47 46
Pakistan 19.15 16.17 7 6
Indonesia 21.79 18.34 6 8
Indonesian LNG (Mcf) 4.02 3.30 194 241
Pakistan natural gas (Mcf) 1.71 1.29 38 43
U.K. natural gas (Mcf) 3.00 2.50 79 59
U.S. ethylene (pounds) .25 .18 1,168 1,180
Petrochemical revenues totaled $48 million as compared to $41 million in the
first quarter of 1996, while operating profit was $1 million as compared to $4
million in the prior period. The revenue increase was principally due to
higher ethylene sales prices, however, higher feedstock cost and pipeline
maintenance expense offset the revenue increase.
Interest expense in the first quarter of 1997 was lower than the same period of
1996 due to a reduction in the Company's debt level. Lower exploration
expenses were primarily due to reduced exploration costs in Alaska.
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FINANCIAL CONDITION
Cash flow from operations: Net cash provided by operating activities was $83
million in the first quarter of 1997, a decrease of $13 million from the same
period in the prior year. The decline was due mainly to the timing of U.K. tax
payments and lower Indonesian LNG volumes, partially offset by higher product
prices.
Capital resources: Capital expenditures for the first quarter of 1997 were $33
million including capitalized interest of $8 million. Capital expenditures for
the first quarter of 1996 were $45 million including capitalized interest of $6
million. The current quarter decrease was due to lower Alaska exploration
drilling and reduced development costs for the Britannia field in the U.K.
North Sea.
Financing activities: The Company had two unsecured credit facilities (the
"Credit Facilities") at March 31, 1997. One of the Credit Facilities is a $100
million revolver that provides for conversion of amounts outstanding on March
10, 1998 to a one-year term loan maturing March 9, 1999. This facility replaced
a $100 million unsecured credit agreement that matured on March 15, 1997. The
other Credit Facility is a $450 million revolver that reduces quarterly by $35
million beginning June 30, 2001, with a final maturity of March 31, 2002. At
March 31, 1997, no amounts were outstanding under the Credit Facilities. The
$450 million revolver allows the Company to borrow up to $300 million in U.S.
dollar loans at interest rates determined in a competitive bid process. Loans
under the $450 million revolver may be made in both pounds sterling and U.S.
dollars at the option of the Company. Loans under the Credit Facilities bear
interest at floating market rates based on, at the Company's option, the agent
bank's base rate or LIBOR, plus applicable margins, subject to increase or
decrease in certain events. The Credit Facilities contain restrictive
covenants, including maintenance of certain coverage ratios related to the
incurrence of additional indebtedness and limitations on asset sales and
mergers or consolidations. The covenants also require maintenance of
stockholders' equity, as adjusted, at $350 million. Under the terms of the
Credit Facilities, the Company may pay dividends and make stock repurchases
provided that such level of minimum stockholders' equity is maintained and the
Company complies with certain other covenants in the Credit Facilities. At
March 31, 1997, the Company's adjusted stockholders' equity was approximately
$635 million. The Credit Facilities provide the Company with the ability to
borrow on a long-term basis.
The Company has established short-term, uncommitted and unsecured lines of
credit with several banks in both U.S. dollars and pounds sterling. These money
market borrowings, which have a short-term maturity, have been classified as
long-term debt based on the Company's ability to refinance them on a long-term
basis through its Credit Facilities. At March 31, 1997, $13 million was
outstanding under these money market lines. As of March 31, 1997, the Company
had approximately $537 million of available financing under the Credit
Facilities.
The Company's indirect subsidiary, Union Texas Britannia Limited ("UTBL"), has
a 150 million pounds sterling secured financing from a syndicate of banks. The
financing is used to fund the Company's share of the cost of developing the
Britannia field to production. At March 31, 1997, 63 million pounds sterling
($103 million) was outstanding under UTBL's financing which bore interest at a
weighted average rate of 7.0% per annum.
In 1994, the Company's Board of Directors authorized the repurchase of up to
2,000,000 shares of the Company's common stock, all of which were repurchased
by the end of 1996. In October, 1996, the Company's Board of Directors
authorized the repurchase of up to an additional 2,000,000 shares of the
Company's common stock, all of which were repurchased by March 31, 1997.
During the first quarter of 1997, the Company repurchased a total of 1,821,264
shares at an average price of $18.84 per share. The repurchased stock will be
used for general corporate purposes, including fulfilling employee benefit
program obligations. At March 31, 1997, 3,206,366 shares of common stock were
held, at cost, as treasury shares.
Financial condition: In the first quarter of 1997 the Company declared and paid
a dividend of approximately $4.3 million on its common stock. On April 16, 1997
the Company announced a dividend on its common stock of $.05 per share to
stockholders of record as of April 30, 1997, payable on May 15, 1997.
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FORM 10-Q
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
The Company and its subsidiaries and related companies are named defendants in
numerous lawsuits and named parties in numerous governmental proceedings
arising in the ordinary course of business. While the outcome of lawsuits or
other proceedings against the Company cannot be predicted with certainty,
management does not expect these matters to have a material adverse effect on
the financial statements of the Company. (See Item 3 in the Company's 1996
annual report on Form 10-K.)
ITEM 5 - OTHER INFORMATION
Indonesia. The Company's Indonesian activities consist primarily of its 37.81%
working interest in an East Kalimantan joint venture that supplies natural gas
to a liquefied natural gas ("LNG") plant at Bontang Bay owned by Pertamina, the
Indonesian national oil company. In March 1997, a $1,127 million financing was
signed for the eighth train (Train H), an additional LNG storage tank, an
additional natural gas pipeline from the Badak field to the LNG plant, and a
debottlenecking project for Trains A through F. The financing was provided by
a combination of Taiwanese and Japanese sources and a group of international
banks through arrangements similar to those used to finance the seventh train
(Train G). The financing provides for initial advances of up to $150 million,
with further advances being conditioned upon the execution and delivery of the
marine transportation agreement associated with the Badak VI Sales Contract.
Construction is expected to begin in 1997. Revenues from the Badak V Sales
Contract with Korea Gas Corporation and the Badak VI Sales Contract with
Chinese Petroleum Corporation will be the primary sources of repayment for this
financing. Financing for the eighth train is nonrecourse to both Pertamina and
the joint venture.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit No. Description
10.1 First Amendment Agreement dated as of March 11, 1997
to the Second Amended and Restated Credit Agreement
dated as of March 29, 1996, among Union Texas
Petroleum Holdings, Inc., the Banks and Co-Agents
listed therein and NationsBank of Texas, N.A., as
Agent.
10.2 Credit Agreement dated as of March 11, 1997 among
Union Texas Petroleum Holdings, Inc., the Banks and
Co-Agents listed therein and NationsBank of Texas,
N.A., as Agent.
10.3 $1,127,000,000 Bontang VI Loan Agreement, dated as of
March 4, 1997, among Bank of America National Trust
and Savings Association, as Trustee under the Bontang
VI Trustee and Paying Agent Agreement, as Borrower,
Bank of Taiwan New York Agency as Lead Arranger,
Bontang LNG Train-H Investment Co., Ltd. as Co-Lead
Arranger, The Chase Manhattan Bank as Agent, Co-Agent
and Co-Arranger, and the Co-Agents, Co-Arrangers and
Lenders named therein.
10.4 Bontang VI Producers Agreement, dated as of March 4,
1997, by Perusahaan Pertambangan Minyak Dan Gas Bumi
Negara ("Pertamina"), Total Indonesie, Virginia
Indonesia Company, Union Texas East Kalimantan
Limited, Lasmo Sanga Sanga Limited, Virginia
International Company, Opicoil Houston, Inc., Universe
Gas & Oil Company, Inc., Indonesia Petroleum, Ltd.,
Unocal Indonesia Company (collectively, the
"Producers"), in favor of Bank of Taiwan New York
Agency, as Lead Arranger, Bontang LNG Train-H
Investment Co., Ltd. as Co-Lead Arranger, The Chase
Manhattan Bank as Agent, Co-Agent and Co-Arranger, and
the Co-Agents, Co-Arrangers and Lenders named therein.
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10.5 Bontang VI Trustee and Paying Agent Agreement, dated
as of March 4, 1997, among the Producers and Bank of
America National Trust and Savings Association, as
Trustee and Paying Agent.
10.6 Letter Agreement Amendment to Facility Agreement dated
May 26, 1995 between Union Texas Brittania Limited as
Borrower and The Chase Manhattan Bank as Arranger,
NationsBank, N.A. as Facility Agent and the Technical
Agents, Funding Agent, Account Bank and the other
financial institutions named therein.
10.7 Amendment No. 2 to Bontang III Loan Agreement, dated
as of March 4, 1997 among BankAmerica International,
as Trustee under the Bontang III Trustee and Paying
Agent Agreement, Train-E Finance Co., Ltd. as Tranche
A Lender and The Industrial Bank of Japan Trust
Company, as agent on behalf of the Majority Tranche B
Lenders.
15 Independent Accountant's Awareness Letter.
27.1 Financial Data Schedule for the three-month period
ended March 31, 1997.
(b) Reports on Form 8-K
The Company filed the following reports on Form 8-K since the
quarterly period ended December 31, 1996:
The Company filed a Form 8-K dated January 24, 1997 to report on
the resignation of Saul A. Fox, a director, and to attach press
releases announcing the Company's 1996 year-end and fourth quarter
results, the Company's 1997 capital spending budget and two oil
discoveries in the Sindh Province in southeastern Pakistan.
The Company filed a Form 8-K dated February 13, 1997 to report the
results of an exploration well and to attach a press release
reporting formation of new exploration ventures in Bolivia, Yemen,
Jordan, Greece and Papua New Guinea.
The Company filed a Form 8-K dated April 23, 1997 to attach a press
release announcing the Company's first quarter earnings.
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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.
Date: April 25, 1997 By: /s/ DONALD M. MCMULLAN
-----------------------------------
Donald M. McMullan
Vice President and Controller
(Chief Accounting Officer
and officer duly authorized to
sign on behalf of the registrant)
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EXHIBIT INDEX
Exhibit
Number Description
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10.1 First Amendment Agreement dated as of March 11, 1997 to
the Second Amended and Restated Credit Agreement dated as
of March 29, 1996, among Union Texas Petroleum Holdings,
Inc., the Banks and Co-Agents listed therein and
NationsBank of Texas, N.A., as Agent.
10.2 Credit Agreement dated as of March 11, 1997 among Union
Texas Petroleum Holdings, Inc., the Banks and Co-Agents
listed therein and NationsBank of Texas, N.A., as Agent.
10.3 $1,127,000,000 Bontang VI Loan Agreement, dated as of
March 4, 1997, among Bank of America National Trust and
Savings Association, as Trustee under the Bontang VI
Trustee and Paying Agent Agreement, as Borrower, Bank of
Taiwan New York Agency as Lead Arranger, Bontang LNG
Train-H Investment Co., Ltd. as Co-Lead Arranger, The
Chase Manhattan Bank as Agent, Co-Agent and Co- Arranger,
and the Co-Agents, Co-Arrangers and Lenders named
therein.
10.4 Bontang VI Producers Agreement, dated as of March 4,
1997, by Perusahaan Pertambangan Minyak Dan Gas Bumi
Negara ("Pertamina"), Total Indonesie, Virginia Indonesia
Company, Union Texas East Kalimantan Limited, Lasmo Sanga
Sanga Limited, Virginia International Company, Opicoil
Houston, Inc., Universe Gas & Oil Company, Inc.,
Indonesia Petroleum, Ltd., Unocal Indonesia Company
(collectively, the "Producers"), in favor of Bank of
Taiwan New York Agency, as Lead Arranger, Bontang LNG
Train-H Investment Co., Ltd. as Co-Lead Arranger, The
Chase Manhattan Bank as Agent, Co-Agent and Co-Arranger,
and the Co-Agents, Co-Arrangers and Lenders named
therein.
10.5 Bontang VI Trustee and Paying Agent Agreement, dated as
of March 4, 1997, among the Producers and Bank of America
National Trust and Savings Association, as Trustee and
Paying Agent.
10.6 Letter Agreement Amendment to Facility Agreement dated
May 26, 1995 between Union Texas Brittania Limited as
Borrower and The Chase Manhattan Bank as Arranger,
NationsBank, N.A. as Facility Agent and the Technical
Agents, Funding Agent, Account Bank and the other
financial institutions named therein.
10.7 Amendment No. 2 to Bontang III Loan Agreement, dated as
of March 4, 1997 among BankAmerica International, as
Trustee under the Bontang III Trustee and Paying Agent
Agreement, Train-E Finance Co., Ltd. as Tranche A Lender
and The Industrial Bank of Japan Trust Company, as agent
on behalf of the Majority Tranche B Lenders.
15 Independent Accountant's Awareness Letter.
27.1 Financial Data Schedule for the three-month period ended
March 31, 1997.
1