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UNITED STATES
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): MARCH 2, 1998
UNION TEXAS PETROLEUM HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 1-9019 76-0040040
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
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.
On this Current Report on Form 8-K, the Registrant is filing with the
Securities and Exchange Commission certain items that are to be incorporated by
reference into its Registration Statement on Form S-3 (Registration No.
333-31039).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
EXHIBIT
NUMBER DESCRIPTION
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1.1 -- Form of Purchase Agreement between the Company and the
Underwriters with respect to the % Series A
Cumulative Preferred Stock
4.9 -- Form of Certificate of Designation, % Series A
Cumulative Preferred Stock
4.12 -- Form of % Series A Cumulative Preferred Stock
Certificate
5.1 -- Opinion of King & Spalding regarding legality of shares
of % Series A Cumulative Preferred Stock
12.1 -- Computation of Ratio of Earnings to Combined Fixed
Charges and Preferred Stock Dividends
23.2 -- Consent of legal counsel included in Exhibit 5.1
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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/ LARRY D. KALMBACH
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Larry D. Kalmbach
Vice President and Chief Financial
Officer
Date: March 2, 1998
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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1.1 -- Form of Purchase Agreement between the Company and the
Underwriters with respect to the % Series A
Cumulative Preferred Stock
4.9 -- Form of Certificate of Designation, % Series A
Cumulative Preferred Stock
4.12 -- Form of % Series A Cumulative Preferred Stock
Certificate
5.1 -- Opinion of King & Spalding regarding legality of shares
of % Series A Cumulative Preferred Stock
12.1 -- Computation of Ratio of Earnings to Combined Fixed
Charges and Preferred Stock Dividends
23.2 -- Consent of legal counsel included in Exhibit 5.1