Securities Class Action Filed Concerning Tender Offer For Shares Of Union Texas Petroleum Holdings, Inc.

NEW YORK--(BUSINESS WIRE)--Aug. 3, 1998--Notice is hereby given that a class action lawsuit was filed on July 28, 1998, in the United States District Court for the Central District of California, Western Division, on behalf of a class consisting of all persons (the "Class") who tendered their shares of Union Texas Petroleum Holdings, Inc. (NYSE:UTH) ("Union Texas" or the "Company") common stock to VWK, a subsidiary of Atlantic Richfield & Company ("ARCO"), pursuant to Union Texas' allegedly false and materially misleading Schedule 14D-9 Solicitation/Recommendation Statement (the "14D-9").

The complaint alleges that on or about May 4, 1998, Union Texas publicly announced that it had entered into an Agreement and Plan of Merger (the

"Merger Agreement") whereby ARCO would purchase all of the Company's outstanding common stock for $29.00 per share. In addition, Union Texas announced that Kravis Kohlberg & Roberts & Co. ("KKR"), its 25.6% shareholder, had agreed to tender its shares for the $29.00 offering price pursuant to its effort to liquidate its investment in Union Texas.

Further, the complaint alleges that on or about May 8, 1998, VWK filed a Schedule 14D-1 and Offer to Purchase and commenced, on behalf of ARCO, ARCO's tender offer for all of the shares of Union Texas common stock for $29.00 per share (the "Tender Offer"). Union Texas concurrently filed and disseminated its 14D-9 Statement, representing that the Company's Board of Directors had unanimously determined that terms of the Merger Agreement were "fair" and allegedly in the best interest of the Company's shareholders, and affirmatively recommended that the Company's shareholders tender their shares at the agreed upon price. On or about June 16, 1998, after certain extensions, ARCO announced that the Tender Offer had been completed and that approximately 84.69 million shares, or 99%, of Union Texas' common stock had been caused to be tendered. ARCO accepted the tendered shares for payment and became indirectly a 99% owner of Union Texas.

On or about June 29, 1998, ARCO implemented the merger of Union Texas and VWK, converting each outstanding share of Union Texas common stock into $29.00 in cash (the "Merger"). As of this date, Union Texas ceased to exist as an independently traded company, becoming a wholly-owned subsidiary of ARCO.

Plaintiffs allege that the 14D-9 Statement was materially false or misleading and thus violative of Section 14(e) of the Securities Exchange Act of 1934 and Rule 14e-3(a) promulgated thereunder, as defendants failed to disclose, inter alia, the following material information:

(a) the estimated or anticipated output from such Company assets as the Britannia Field, the Boqueron Unit, and the DZO unit, and the impact of their significant new production and reserve increases on the operating cash flow, earnings or share price of Union Texas;

(b) that Union Texas was engaged in potentially profitable exploration opportunities in Azerbaijan, Kazakstan, and China that could have added significant value to the Company's net worth;

(c) the probable and possible reserves of Union Texas or any Company projections of future results;

(d) a description of or facts evidencing the method or manner by which the $29.00 Tender Offer Price was established;

(e) any description of the presentations, analyses, and/or the assumptions made by Salomon Smith Barney and Petrie Parkman & Co., Inc., the Union Texas's financial advisors to the transaction; and

(f) the details and/or comparative value of two alternative business combinations which were proposed to Union Texas by third parties not involved in the Tender Offer.

The complaint alleges that in direct reliance on the materially false or misleading 14D-9 Statement, plaintiffs and the other Union Texas shareholders tendered their shares for $29.00 in cash, an artificially deflated and wholly inadequate price. By virtue of the foregoing material misrepresentations and omissions, plaintiffs and other members of the Class have been damaged and are entitled to appropriate relief.

Plaintiffs seek to recover damages on behalf of class members and is represented by the law firm of Milberg Weiss Bershad Hynes & Lerach LLP ("Milberg Weiss"). Milberg Weiss maintains offices in New York, San Diego, Los Angeles and San Francisco and is active in major litigations pending in federal and state courts throughout the United States. Milberg Weiss has taken a leading role in numerous important actions on behalf of defrauded investors, and is responsible for a number of outstanding recoveries which, in the aggregate, total approximately $2 billion. For more information about Milberg Weiss, please visit our website at www.milberg.com.

If you are a member of the Class described above, you may, not later than sixty days from today, move the Court to serve as lead plaintiff of the Class, if you so choose. In order to serve as lead plaintiff, however, you must meet certain legal requirements.

If you wish to discuss this action or have any questions concerning this notice or your rights or interests with respect to these matters, please contact the New York Office of Milberg Weiss (Steven G. Schulman or Samuel H. Rudman) at One Pennsylvania Plaza, 49th Floor, New York, New York 10119-0165 or the San Diego Office of Milberg Weiss (William Lerach, Alan Schulman or Darren Robbins) at 800-449-4900.

    CONTACT:  Milberg Weiss Bershad Hynes & Lerach LLP
               New York Office
               Steven G. Schulman
               Samuel H. Rudman
               E-Mail: [e-mail].
               1-800-320-5081 or 1-800-922-1087
               Milberg Weiss Bershad Hynes & Lerach LLP
               San Diego Office
               William Lerach
               E-Mail: [e-mail]
               1-800-449-4900