<PAGE>
As filed with the Securities and Exchange Commission on March 3, 1997
Registration No. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
UNION PACIFIC RESOURCES GROUP INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
UTAH 13-2647483
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>
------------------------
UPRG CAPITAL TRUST I
UPRG CAPITAL TRUST II
UPRG CAPITAL TRUST III
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE APPLIED FOR
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>
------------------------
801 CHERRY STREET
FORT WORTH, TEXAS 76102
(817) 877-6000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
JOSEPH A. LASALA, JR.
VICE PRESIDENT AND GENERAL COUNSEL
UNION PACIFIC RESOURCES GROUP INC.
801 CHERRY STREET
FORT WORTH, TEXAS 76102
(817) 877-6000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND
TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
Copies to:
JOHN T. GAFFNEY
CRAVATH, SWAINE & MOORE
WORLDWIDE PLAZA
825 EIGHTH AVENUE
NEW YORK, NEW YORK 10019
(212) 474-1000
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the 'Securities Act'), other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box: /x/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
--------------------
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
------------------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /x/
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM
PROPOSED AGGREGATE AMOUNT OF
TITLE OF EACH CLASS AMOUNT TO BE MAXIMUM OFFERING OFFERING REGISTRATION
OF SECURITIES TO BE REGISTERED REGISTERED PRICE PER UNIT(1) PRICE(1)(2) FEE(3)
<S> <C> <C> <C> <C>
Debt Securities of Union Pacific Resources ) ) ) )
Group Inc. (the 'Company')(5)(8)............ ) ) ) )
Preferred Stock (without par value) of the ) ) ) )
Company(6)(8)............................... ) ) ) )
Common Stock (without par value) of the ) ) ) )
Company(7)(8)............................... ) ) ) )
Warrants of the Company(9)................... ) (4) ) (4) ) (4) ) (4)
Preferred Securities of UPRG Capital Trust I, ) ) ) )
UPRG Capital Trust II and UPRG Capital Trust ) ) ) )
III (collectively, the 'UPRG Trusts')(10)... ) ) ) )
Guarantees of Preferred Securities of the ) ) ) )
UPRG Trusts by the Company(11).............. ) ) ) )
------------ ---- ------------ --------
Total $750,000,000(12) 100% $750,000,000(12) $227,273(3)
============ ==== ============ ========
</TABLE>
(footnotes on next page)
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT, THE PROSPECTUS AND PROSPECTUS
SUPPLEMENTS INCLUDED IN THIS REGISTRATION STATEMENT ALSO RELATE TO THE DEBT
SECURITIES AND WARRANTS TO PURCHASE DEBT SECURITIES OF THE COMPANY PREVIOUSLY
REGISTERED UNDER THE COMPANY'S REGISTRATION STATEMENT ON FORM S-3 (NO.
333-2984). THIS REGISTRATION STATEMENT CONSTITUTES POST-EFFECTIVE AMENDMENT NO.
1 TO THE COMPANY'S REGISTRATION STATEMENT ON FORM S-3 (NO. 333-2984).
------------------------
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
(footnotes from previous page)
- ------------------
(1) The proposed maximum offering price per unit will be determined from time
to time by the Registrants in connection with the issuance by the
Registrants of the securities registered hereunder.
(2) The proposed maximum aggregate offering price has been estimated solely for
the purpose of calculating the registration fee pursuant to Rule 457 under
the Securities Act.
(3) A filing fee aggregating $51,724 was previously paid in connection with
registration statements filed earlier relating to the registration of in
the aggregate $150,000,000 of securities of the Company.
(4) Not applicable pursuant to General Instruction II.D. of Form S-3.
(5) Subject to note (12) below, there is being registered hereunder an
indeterminate principal amount of Debt Securities of the Company as may be
sold, from time to time. If any Debt Securities are issued at an original
issue discount, then the offering price shall be in such greater principal
amount as shall result in an aggregate initial offering price not to exceed
$750,000,000.
(6) Subject to note (12) below, there is being registered hereunder an
indeterminate number of shares of Preferred Stock of the Company as may be
sold, from time to time.
(7) Subject to note (12) below, there is being registered hereunder an
indeterminate number of shares of Common Stock of the Company as may be
sold from time to time.
(8) Subject to note (12) below, there is being registered hereunder an
indeterminate number of shares of Debt Securities, Preferred Stock and
Common Stock of the Company, as shall be issuable upon conversion or
redemption, or upon the exercise of Warrants of the Company registered
hereunder of Debt Securities, Preferred Stock or Common Stock of the
Company, as the case may be, registered hereunder.
(9) Subject to note (12) below, there is being registered hereunder an
indeterminate amount and number of Warrants of the Company, representing
rights to purchase certain of the Debt Securities, Preferred Stock or
Common Stock of the Company registered hereunder.
(10) Subject to note (12) below, there is being registered hereunder an
indeterminate amount and number of Preferred Securities of the UPRG Trusts
(the 'Trust Preferred Securities') as may be sold from time to time.
(11) No separate consideration will be received for the Guarantees of the Trust
Preferred Securities (the 'Guarantees'). The Guarantees include the rights
of holders of Trust Preferred Securities under the Guarantees and certain
back-up undertakings, as described in the Registration Statement.
(12) In no event will the aggregate offering price of all securities issued from
time to time pursuant to this Registration Statement exceed $750,000,000 or
the equivalent thereof in one or more foreign currencies, foreign currency
units or composite currencies. The aggregate amount of Common Stock of the
Company registered hereunder is further limited to that which is
permissible under Rule 415(a)(4) under the Securities Act. The securities
registered hereunder may be sold separately or as units with other
securities registered hereunder.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PRELIMINARY PROSPECTUS SUPPLEMENT AND ACCOMPANYING PRELIMINARY
PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH
SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION DATED MARCH 3, 1997
PROSPECTUS SUPPLEMENT
(To Prospectus Dated, , 1997)
UNION PACIFIC RESOURCES GROUP INC.
$900,000,000 MEDIUM-TERM NOTES
------------------
Union Pacific Resources Group Inc. (the 'Company') may offer from time to
time its Medium-Term Notes, Series A (the 'Notes'), in an aggregate principal
face amount of up to $900,000,000 (or (i) the equivalent thereof in other
currencies or currency units or (ii) such greater amount if Notes are issued at
an original issue discount, as shall result in aggregate proceeds of
$900,000,000), subject to reduction under certain circumstances as a result of
the sale of other Offered Securities (as defined in the accompanying
Prospectus). The Notes will be offered at varying maturities of nine months or
more from the date of issue as selected by the purchaser and agreed to by the
Company, and may be subject to redemption at the option of the Company or
repayment at the option of the holder thereof prior to the Stated Maturity
thereof (as defined below). The Notes offered by this Prospectus Supplement will
constitute unsecured unsubordinated indebtedness of the Company and will rank
pari passu with all other unsecured indebtedness of the Company. Each Note will
be denominated in U.S. dollars or in other currencies or currency units (the
'Specified Currency'), including European Currency Units ('ECU'), as set forth
in a pricing supplement (the 'Pricing Supplement') to this Prospectus
Supplement. See 'Important Currency Exchange Information' and 'Foreign Currency
Risks.'
(Continued on following page)
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT, ANY PRICING SUPPLEMENT HERETO OR THE
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
PRICE TO AGENT'S COMMISSION PROCEEDS TO
PUBLIC(1)(2) OR DISCOUNT(2)(3) COMPANY(1)(4)
<S> <C> <C> <C>
Per Note... 100% .125%-.750% 99.875%-99.250%
Total...... $900,000,000 $1,125,000-$6,750,000 $893,250,000-$898,875,000
</TABLE>
(1) Unless otherwise specified in the applicable Pricing Supplement, Notes will
be issued at 100% of the principal amount thereof.
(2) Or the equivalent thereof in the Specified Currency.
(3) The Company will pay a commission to Smith Barney Inc., Credit Suisse First
Boston Corporation, Goldman, Sachs & Co., and Petrie Parkman & Co., Inc.
(the 'Agents'), in the form of a discount, ranging from 0.125% to 0.750% of
the principal amount of a Note, depending on its Stated Maturity, sold
through the Agents. The Company may also sell Notes to the Agents for resale
to investors or other purchasers at varying prices related to prevailing
market prices at the time of resale to be determined by the Agents or, if so
agreed, at a fixed public offering price. Unless otherwise specified in the
applicable Pricing Supplement, any Note sold to an Agent as principal will
be purchased by such Agent at a price equal to 100% of the principal amount
thereof less a percentage equal to the commission applicable to an agency
sale of a Note of identical maturity, and may be resold by such Agent. The
Company may also sell Notes directly to investors on its own behalf, in
which case no commission will be payable. The Company has agreed to
indemnify the Agents against certain civil liabilities, including
liabilities under the Securities Act of 1933, as amended.
(4) Before deducting expenses payable by the Company estimated at $100,000,
including fees and disbursements of counsel for the Agents.
------------------
SMITH BARNEY INC.
CREDIT SUISSE FIRST BOSTON
GOLDMAN, SACHS & CO.
PETRIE PARKMAN & CO.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS , 1997.
<PAGE>
(Continued from previous page)
Each Note will bear interest (i) at a fixed rate (a 'Fixed Rate Note'),
which may be zero in the case of certain Notes issued at a price representing a
substantial discount from the principal amount payable at Stated Maturity, (ii)
at a floating rate (a 'Floating Rate Note') or (iii) at a combination of fixed
and floating rates. A Fixed Rate Note may pay both interest and principal
amortized over the life of the Note (an 'Amortizing Note'). See 'Description of
Notes--Fixed Rate Notes,' 'Description of Notes--Floating Rate Notes' and
'Description of Notes--Floating/Fixed Rate Notes.' The principal amount payable
at Maturity (as defined below) and/or the interest (or premium, if any) on each
Note may be determined by reference to the relationship between two or more
currencies, to the price of one or more specified securities or commodities or
to one or more securities or commodities exchange indices or other indices or by
other similar methods (an 'Indexed Note'), as described in the applicable
Pricing Supplement. An Indexed Note whose principal amount payable at Maturity
and/or the interest rate of which is determined by reference to the relationship
between two currencies, two composite currencies or a currency and a composite
currency is referred to herein as a 'Currency Indexed Note.' See 'Description of
Notes--Currency Indexed Notes' and 'Description of Notes--Other Indexed Notes
and Certain Terms Applicable to All Indexed Notes.'
Unless otherwise specified in the applicable Pricing Supplement, the dates,
if any, on which interest will be payable for each Fixed Rate Note (other than
an Amortizing Note) will be February 15 and August 15 of each year and at
Maturity. The dates on which interest will be payable for each Floating Rate
Note will be established on the date of issue of such Note and will be set forth
in the applicable Pricing Supplement. Amortizing Notes will pay principal and
interest semi-annually each February 15 and August 15, or quarterly each
February 15, May 15, August 15 and November 15, and at Maturity, or otherwise,
as specified in the applicable Pricing Supplement. See 'Description of
Notes--Payment of Principal and Interest.' Interest rates and interest rate
formulae are subject to change by the Company, but no change will affect any
Note already issued or as to which an offer to purchase has been accepted by the
Company.
Each Note will be issued in fully registered form and will be represented
by either a global security (a 'Global Security') registered in the name of a
nominee of The Depository Trust Company ('DTC') or other depositary (DTC or such
other depositary as is specified in the applicable Pricing Supplement is herein
referred to as the 'Depositary'), or a certificate issued in definitive form, as
specified in the applicable Pricing Supplement. An interest in a Global Security
will be shown on, and transfers thereof will be effected only through, records
maintained by the Depositary or its participants. A beneficial interest in a
Global Security will be exchanged for Notes in definitive form only under the
limited circumstances described herein. See 'Description of Notes--Book-Entry
Notes.' Unless otherwise specified in the applicable Pricing Supplement, Notes
will be issued only in registered form in minimum denominations of $1,000 and
any amount in excess thereof that is an integral multiple of $1,000 or, in the
case of Notes denominated in a Specified Currency other than U.S. dollars, the
authorized denominations set forth in the applicable Pricing Supplement. See
'Description of Notes--General.'
The Specified Currency, any applicable interest rate or formula, the Issue
Price (as defined below), the Stated Maturity, any Interest Payment Dates (as
defined below), any principal payment dates, any redemption or repayment
provisions, the extent to which such Note is a Fixed Rate Note, a Floating Rate
Note, an Amortizing Note or an Indexed Note, whether such Note will be
represented by a Global Security and any other terms applicable to each Note and
established at the time of offering will be set forth in the applicable Pricing
Supplement.
The Notes are being offered on a continuing basis by the Company through
the Agents, which have agreed to use reasonable efforts to solicit offers to
purchase the Notes. The Company has reserved the right to sell Notes directly on
its own behalf or to the Agents acting as principal for resale to investors and
other purchasers or through other agents (provided that any other agent will
execute an agreement with the Company which contains substantially the same
terms and conditions as its agreement with the Agents). Unless otherwise
specified in an applicable Pricing Supplement, the Notes will not be listed on
any securities exchange, and there can be no assurance that the Notes offered by
this Prospectus Supplement will be sold or that there will be a secondary market
for the Notes. The Company reserves the right to withdraw, cancel or modify the
offer made hereby without notice. The Company or the Agents may reject any offer
in whole or in part. See 'Plan of Distribution.'
This Prospectus Supplement and the accompanying Prospectus, together with
an appropriate Pricing Supplement, may be used by the Agents, in connection with
offers and sales of the Notes in market-making transactions at negotiated prices
related to prevailing market prices at the time of sale. The Agents may act as
principal or agent in such transactions.
S-2
<PAGE>
DESCRIPTION OF NOTES
The following description of the terms of the Notes offered hereby
(referred to in the accompanying Prospectus as the 'Debt Securities')
supplements, and to the extent inconsistent therewith replaces, the description
of the general terms and provisions of the Debt Securities set forth under the
heading 'Description of Debt Securities' in the accompanying Prospectus, to
which description reference is hereby made. The following summary of the Notes
is qualified in its entirety by reference thereto and to the Indenture referred
to therein. Capitalized terms not otherwise defined in this Prospectus
Supplement or the accompanying Prospectus shall have the meanings given to them
in the Indenture. The provisions of the Notes summarized herein apply to the
Notes unless otherwise specified in the applicable Pricing Supplement and the
applicable Note.
GENERAL
The Notes offered by this Prospectus Supplement are limited to $900,000,000
aggregate principal face amount (or (i) the equivalent thereof in one or more
currencies or (ii) such greater amount if Notes are issued at an original issue
discount, as shall result in aggregate proceeds of $900,000,000), subject to
reduction under certain circumstances as a result of the sale of other Offered
Securities covered by the Registration Statement of which the Prospectus
accompanying this Prospectus Supplement is a part. The Notes will be issued
under the Indenture which is described under the heading 'Description of Debt
Securities' in the accompanying Prospectus. The U.S. dollar equivalent of Notes
denominated in a currency or currency unit other than U.S. dollars will be
determined upon issuance by the Exchange Rate Agent (as defined below), on the
basis of the Market Exchange Rate (as defined below) for such other currency on
the applicable trade dates. The Notes will be subject to defeasance and covenant
defeasance as described in the accompanying Prospectus under the heading
'Description of Debt Securities--Defeasance.' The statements herein concerning
the Notes and the Indenture do not purport to be complete and are subject to,
and are qualified in their entirety by reference to, the Indenture, including
the definitions therein of certain terms. Whenever particular defined terms not
otherwise defined herein are referred to, such defined terms are incorporated
herein by reference.
The Notes constitute one series of Securities (as defined in the
Indenture), unlimited as to principal amount, established by the Company
pursuant to the Indenture.
Notes will be offered on a continuing basis and will mature nine months or
more from the date of issue, as selected by the purchaser and agreed to by the
Company, and may be subject to redemption at the option of the Company or
repayment at the option of the holder prior to Stated Maturity as set forth
below under 'Redemption and Repayment.' Each Note will bear interest from the
Issue Date (as defined below) or from such other date as may be specified in the
applicable Pricing Supplement at (i) a fixed rate, which may be zero in the case
of a Note issued at an Issue Price representing a substantial discount from the
principal amount payable at Stated Maturity (a 'Zero-Coupon Note'), (ii) a
floating rate or rates determined by reference to a Base Rate, which may be
adjusted by a Spread and/or a Spread Multiplier (each as defined below), or
(iii) a combination of fixed and floating rates.
Each Note will be issued in fully registered form without coupons and will
be represented by either a Global Security registered in the name of a nominee
of the Depositary or a certificate issued in definitive form, in each case as
specified in the applicable Pricing Supplement. All Notes issued on the same day
and having the same terms, including, but not limited to, the same designation,
Specified Currency, Interest Payment Dates, rate of interest, Stated Maturity
and redemption or repayment provisions may be represented by a single Global
Security. An interest in a Global Security will be shown on, and transfers
thereof will be effected only through, records maintained by the Depositary or
its participants. Payments of principal and interest on Notes represented by a
Global Security will be made by the Company or its paying agent to the
Depositary or its nominee. See 'Description of Notes--Book-Entry Notes.'
Unless otherwise specified in the applicable Pricing Supplement, the
authorized denominations of Notes (other than Global Securities) denominated in
U.S. dollars will be $1,000 and any amount in excess thereof that is an integral
multiple of $1,000. The authorized denominations of Notes denominated in a
Specified Currency other than U.S. dollars will be as set forth in the
applicable Pricing Supplement.
S-3
<PAGE>
The Notes will constitute unsecured indebtedness of the Company and will
rank pari passu with all other unsecured unsubordinated indebtedness of the
Company. The Pricing Supplement will indicate whether the Notes will be
redeemable at the option of the Company, or repayable at the option of the
holder, or both, on or after a specified date prior to their Stated Maturity.
Unless otherwise specified in the applicable Pricing Supplement, the Notes,
other than Amortizing Notes, will not be subject to any sinking fund. See
'Description of Notes-- Redemption and Repayment.'
The amount of any Discount Note (as defined below) payable in the event of
redemption by the Company, repayment at the option of the holder or acceleration
of its Stated Maturity, in lieu of the stated principal amount due at the Stated
Maturity, shall be the Amortized Face Amount (as defined below) of such Discount
Note as of the date of such redemption, repayment or acceleration. For the
purpose of determining whether holders of the requisite amount of Securities
outstanding under the Indenture have made a demand or given a notice or waiver
or taken any other action, the outstanding principal amount will be deemed to be
the amount of the principal thereof that would be due and payable as of the date
of the taking of such action upon a declaration of the acceleration of the
Maturity thereof. A 'Discount Note' means a Note, including any Zero-Coupon
Note, issued with more than a de minimis amount of original issue discount (as
determined under United States Federal income tax rules applicable to original
issue discount instruments). The 'Amortized Face Amount' of a Discount Note
shall be the amount equal to (i) the Issue Price of such Discount Note set forth
in the applicable Pricing Supplement plus (ii) the portion of the difference
between the Issue Price and the principal amount of such Discount Note that has
accrued at the yield to maturity set forth in the Pricing Supplement (computed
in accordance with generally accepted United States bond yield computation
principles) at the date as of which the Amortized Face Amount is calculated, but
in no event shall the Amortized Face Amount of such Discount Note exceed its
stated principal amount. See 'Certain Federal Income Tax Considerations--U.S.
Holders--Discount Notes.'
The Pricing Supplement relating to each Note will describe the following
terms, as applicable: (1) the Specified Currency with respect to such Note (and,
if such Specified Currency is other than U.S. dollars, certain other terms
relating to such Note); (2) the extent to which such Note is a Fixed Rate Note,
an Amortizing Note, a Floating Rate Note, a Discount Note or a Zero-Coupon Note;
(3) whether such Note is a Currency Indexed Note or other Indexed Note and, if
so, the specific terms thereof; (4) the price (expressed as a percentage of the
aggregate principal amount thereof) at which such Note will be issued (the
'Issue Price'); (5) the date on which such Note will be issued (the 'Issue
Date') and the date from which interest shall accrue (if different from the
Issue Date); (6) the date on which such Note will mature (the 'Stated Maturity')
and whether the Stated Maturity may be extended by the Company and, if so, the
Extension Periods and the Final Maturity Date (each as defined below); (7) if
such Note is a Fixed Rate Note, the rate per annum at which such Note will bear
interest, if any (the 'Interest Rate'), the Interest Payment Date or Dates and,
if so specified in the applicable Pricing Supplement, that such rate may be
changed by the Company prior to the Stated Maturity and, if so, the basis or
formula for such change, if any; (8) if such Note is a Floating Rate Note, the
Base Rate, the Initial Interest Rate or formula for determining such, the
Interest Reset Period, the Interest Reset Date or Dates, the Interest Payment
Date or Dates, the Index Maturity, the Maximum Interest Rate and/or the Minimum
Interest Rate, if any, and the Spread and/or Spread Multiplier, if any (all as
defined below), and any other terms relating to the particular method of
calculating the Interest Rate for such Note and, if so specified in the
applicable Pricing Supplement, that any such Spread and/or Spread Multiplier may
be changed by the Company prior to the Stated Maturity and, if so, the basis or
formula for such change, if any; (9) if such Note is an Amortizing Note, whether
payments of principal thereof and interest thereon will be made quarterly or
semi-annually, and the repayment information in respect thereof; (10) whether
the interest rate on such Note may be reset upon the occurrence of certain
events or at the option of the Company; (11) whether such Note may be redeemed
at the option of the Company, or repaid at the option of the holder, prior to
the Stated Maturity, and, if so, the provisions relating to such redemption or
repayment; (12) whether such Note will be represented by a Global Security or a
certificate issued in definitive form; (13) certain special Federal income tax
consequences of the purchase, ownership and disposition of certain Notes, if
any; (14) whether such Note is a Renewable Note (as defined below), and, if so,
the specific terms thereof; (15) the use of proceeds, if such use materially
differs from that disclosed in the accompanying Prospectus; and (16) any other
terms of such Note not inconsistent with the provisions of the Indenture.
S-4
<PAGE>
PAYMENT CURRENCY
Unless otherwise specified in the applicable Pricing Supplement, and except
as otherwise described herein with respect to Currency Indexed Notes, principal
(and premium, if any) and interest, if any, on each Note will be paid by the
Company in U.S. dollars in the manner described in the following paragraphs,
even if such Note is denominated in a Specified Currency other than U.S.
dollars; provided that, if the applicable Pricing Supplement and the Note so
indicate, the holder of a Note denominated in a Specified Currency other than
U.S. dollars may elect to receive all such payments in respect of such Note in
such Specified Currency, subject to certain conditions described in the
following paragraphs, by delivery of a written election to the Company's paying
agent (the 'Paying Agent') in The City of New York. Except as otherwise provided
herein with respect to Global Securities, any such election must be received by
the Paying Agent on or prior to the applicable Regular Record Date (as defined
below) or at least 15 calendar days prior to Maturity, as the case may be, and
no such change of election may be made with respect to payments on any Note with
respect to which (i) an Event of Default has occurred, (ii) the Company has
exercised any of its defeasance or covenant defeasance options, or (iii) the
Company has given notice of redemption. Such election shall remain in effect
unless and until changed by written notice to the Paying Agent, received on or
prior to the applicable Regular Record Date or at least 15 calendar days prior
to Maturity, as the case may be. Until the Notes are paid or payment thereof is
provided for, the Company will, at all times, maintain a Paying Agent in The
City of New York capable of performing the duties described herein to be
performed by the Paying Agent and, to the extent permitted by the Indenture, the
Company may be the Paying Agent. The Company has initially appointed Chemical
Bank, New York, New York as Paying Agent under the Indenture. The Company will
notify the holders of the Notes in accordance with the Indenture of any change
in the Paying Agent or its address. Except as may otherwise be provided in a
Pricing Supplement with respect to Currency Indexed Notes, all currency exchange
costs related to a Note, if any, will be borne by the holder of such Note by
deductions from payments otherwise due such holder. For the purpose of
determining whether the holders of the requisite amount of Securities
outstanding under the Indenture have made a demand or given a notice or waiver
or taken any other action, the outstanding principal amount will be deemed to be
that amount of U.S. dollars that could be obtained for such principal amount on
the basis of the spot rate of exchange into U.S. dollars for the Specified
Currency as of the date the taking of such action by the holders of such
requisite principal amount is evidenced to the Trustee in accordance with the
Indenture.
Unless otherwise specified in the applicable Pricing Supplement, in the
case of a Note denominated in a Specified Currency other than U.S. dollars, the
amount of U.S. dollar payments in respect of such Note will be determined by an
agent for the Company specified in the applicable Pricing Supplement (the
'Exchange Rate Agent'), based on the indicative quotation in The City of New
York selected by such Exchange Rate Agent at approximately 11:00 a.m., New York
City time, on the second Business Day preceding the applicable payment date,
that yields the largest number of U.S. dollars upon conversion of the Specified
Currency. Except with respect to LIBOR Notes and LIBID Notes (each as defined
below), 'Business Day' means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in The City of New York
are authorized or obligated by law or executive order to close and, with respect
to Notes denominated in or indexed to a Specified Currency other than U.S.
dollars or ECU, each Monday, Tuesday, Wednesday, Thursday or Friday which is not
a day on which banking institutions in the principal financial center of the
country issuing the Specified Currency are authorized or required by law or
regulation to close and a day on which banking institutions in such principal
financial center are carrying out transactions in such Specified Currency and,
with respect to Notes denominated in or indexed to ECU, each day which is not a
day that banking institutions in Luxembourg are authorized or required by law or
regulation to close and which is an ECU clearing day, as determined by the ECU
Banking Association in Paris. If the Notes are LIBOR Notes or LIBID Notes,
'Business Day' shall mean each day as determined pursuant to the preceding
sentence which is also a London business day (as defined below). Unless
otherwise specified in the applicable Pricing Supplement, such selection shall
be made from among the quotations of at least three banks agreed to by the
Company and the Exchange Rate Agent appearing on the bank composite or
multi-contributor pages of the Reuters Monitor Foreign Exchange Service, or if
not available, the Telerate Monitor Foreign Exchange Service (the 'Exchange
Rate'). If such quotations are unavailable from either such foreign exchange
service, such selection shall be made as specified in the applicable Pricing
Supplement. If a payment is to be made in a Specified Currency and such
Specified Currency is unavailable due to the imposition of exchange controls or
to other circumstances beyond the Company's control, or is no longer used by the
government of the country issuing such Specified Currency or for the settlement
of
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transactions by public institutions of or within the international banking
community, the Company will be entitled to make payments in U.S. dollars on the
basis of the noon buying rate in The City of New York for cable transfers in the
Specified Currency as certified for customs purposes by the Federal Reserve Bank
of New York (the 'Market Exchange Rate') for such Specified Currency on the
second Business Day prior to such payment date, or on such other basis as shall
be specified in the applicable Pricing Supplement. In the event such Market
Exchange Rate is not then available, the Company will be entitled to make
payments in U.S. dollars (i) if such Specified Currency is not a composite
currency, on the basis of the most recently available Market Exchange Rate for
such Specified Currency or (ii) if such Specified Currency is a composite
currency, including, without limitation, ECU, in an amount determined by the
Exchange Rate Agent to be the sum of the results obtained by multiplying the
number of units of each component currency of such composite currency, as of the
most recent date on which such composite currency was used, by the Market
Exchange Rate for such component currency on the second Business Day prior to
such payment date (or if such Market Exchange Rate is not then available, by the
most recently available Market Exchange Rate for such component currency, or as
otherwise specified in the applicable Pricing Supplement). Unless otherwise
provided in the applicable Pricing Supplement, the Trustee will be the Exchange
Rate Agent with respect to the Notes.
Unless otherwise specified in the applicable Pricing Supplement, if a
holder of a Note denominated in a Specified Currency other than U.S. dollars or
ECU shall have elected to receive payments of principal (and premium, if any)
and interest, if any, on such Note in such Specified Currency as described
above, or if the Denominated Currency (as defined herein) of a Currency Indexed
Note is a foreign currency (other than ECU), and such Specified Currency or
Denominated Currency is unavailable as of the due date for any payment thereon
because of the imposition of exchange controls or other circumstances beyond the
Company's control, or is no longer used by the government of the country issuing
such Specified Currency or Denominated Currency or for the settlement of
transactions by public institutions of or within the international banking
community, then all payments due on such due date with respect to such Note
shall be made in U.S. dollars. The amount so payable on any date in such
Specified Currency or Denominated Currency shall be converted into U.S. dollars
at a rate determined by the Exchange Rate Agent on the basis of the most
recently available Market Exchange Rate, or as otherwise specified in the
applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, if a
holder of a Note denominated in ECU shall have elected to receive payments of
principal (and premium, if any) and interest, if any, on such Note in ECU as
described above, or if the Denominated Currency of a Currency Indexed Note is
ECU, and ECU are unavailable as of the due date for any payment thereon because
of the imposition of exchange controls or other circumstances beyond the
Company's control, or are no longer used in the European Monetary System, all
payments due on that due date with respect to such Note shall be made in U.S.
dollars. The amount so payable on any date in ECU shall be converted into U.S.
dollars at a rate determined by the Exchange Rate Agent as of the second
Business Day prior to the date on which such payment is due on the following
basis: The component currencies of ECU for this purpose shall be the currency
amounts that were components of the ECU as of the last date on which ECU were
used in the European Monetary System. The equivalent of ECU in U.S. dollars
shall be calculated by aggregating the U.S. dollar equivalents of such component
currencies. The U.S. dollar equivalent of each of such component currencies
shall be determined by the Exchange Rate Agent on the basis of the most recently
available Market Exchange Rate, or as otherwise specified in the applicable
Pricing Supplement.
If the official unit of any component currency of a composite currency is
altered by way of combination or subdivision, the number of units of that
currency as a component shall be divided or multiplied in the same proportion.
If two or more component currencies are consolidated into a single currency, the
amounts of those currencies as components shall be replaced by an amount in such
single currency equal to the sum of the amounts of the consolidated component
currencies expressed in such single currency. If any component currency is
divided into two or more currencies, the amount of that currency as a component
shall be replaced by amounts of such two or more currencies having an aggregate
value on the date of division equal to the amount of the former component
currency immediately before such division.
All determinations referred to above made by the Exchange Rate Agent shall
be at its sole discretion and, in the absence of manifest error, shall be
conclusive for all purposes and binding on holders of the Notes, and the
Exchange Rate Agent shall have no liability therefor.
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Each Note will provide that, in the event of an official redenomination of
the Specified Currency thereof (including, without limitation, an official
redenomination of any such Specified Currency that is a composite currency), the
obligations of the Company with respect to payments on Notes denominated in such
Specified Currency shall, in all cases, be deemed immediately following such
redenomination to provide for the payment of that amount of redenominated
currency representing the amount of such obligations immediately before such
redenomination. Except to the extent Currency Indexed Notes provide for the
adjustment of the principal amount payable at Maturity thereof pursuant to
application of the formulae described under 'Description of Notes-- Currency
Indexed Notes--Payments of Principal and Interest,' or any other formulae
provided for in the applicable Pricing Supplement, Notes will not provide for
any adjustment to any amount payable under such Notes as a result of (i) any
change in the value of the Specified Currency thereof relative to any other
currency due solely to fluctuations in exchange rates or (ii) any redenomination
of any component currency of any composite currency (unless such composite
currency is itself officially redenominated).
Currently, there are limited facilities in the United States for conversion
of U.S. dollars into foreign currencies, and vice versa. In addition, banks do
not generally offer non-U.S. dollar-denominated checking or savings account
facilities in the United States. Accordingly, payments on Notes made in a
currency other than U.S. dollars will be made from an account at a bank located
outside the United States unless otherwise specified in the applicable Pricing
Supplement.
PAYMENT OF PRINCIPAL AND INTEREST
Unless otherwise specified in the applicable Pricing Supplement, interest
on certificated Notes, and principal of Amortizing Notes (in each case other
than interest or, in the case of Amortizing Notes, principal, payable at
Maturity), will be paid by mailing a check (unless otherwise specified in the
applicable Pricing Supplement, from an account at a bank located outside the
United States if such check is payable in a currency other than U.S. dollars) to
the holder at the address of such holder appearing on the security register of
the Company on the applicable Regular Record Date (which in the case of a Global
Security, will be the Depositary or its nominee); provided that in the case of a
Note issued between a Regular Record Date and the Interest Payment Date relating
to such Regular Record Date, interest for the period beginning on the Issue Date
or the date on which such Note otherwise begins to accrue interest (if different
from the Issue Date) and ending on such Interest Payment Date shall be paid on
the Interest Payment Date following the succeeding Regular Record Date to the
registered holder on such succeeding Regular Record Date. Notwithstanding the
foregoing, a holder of U.S. $10,000,000 or more in aggregate principal amount of
certificated Notes of like tenor and term (or a holder of the equivalent thereof
in a Specified Currency other than U.S. dollars) shall be entitled to receive
such interest and, in the case of Amortizing Notes, principal payments in
immediately available funds, but only if complete and appropriate instructions
have been received in writing by the Paying Agent on or prior to the applicable
Regular Record Date. Owners of beneficial interests in a Global Security will be
paid in accordance with the Depositary's and the participant's procedures in
effect from time to time as described under 'Description of Notes--Book-Entry
Notes.' Simultaneously with the election by any holder of a Note to receive
payments in a Specified Currency other than U.S. dollars (as provided above),
such holder may, if so entitled as described above, elect to receive such
payments in immediately available funds by providing complete and appropriate
instructions to the Paying Agent, and all payments in respect of principal or
premium, if any, of, or interest, if any, on, such Note will be made in
immediately available funds to an account maintained by the payee with a bank
located outside the United States or as otherwise provided in the applicable
Pricing Supplement. Unless otherwise specified in the applicable Pricing
Supplement, payments of principal (and premium, if any) and interest at Maturity
will be made in immediately available funds (unless otherwise specified in the
applicable Pricing Supplement, payable to an account maintained by the payee
with a bank located outside the United States if payable in a Specified Currency
other than U.S. dollars) upon surrender of the Note at the office of the Paying
Agent, provided that the Note is presented to the Paying Agent in time for the
Paying Agent to make such payments in such funds in accordance with its normal
procedures. See 'Important Currency Exchange Information.' Unless otherwise
specified in the applicable Pricing Supplement, principal, premium, if any, and
interest, if any, payable at Maturity of a Global Security will be paid by the
Paying Agent by wire transfer in immediately available funds to an account
specified by the Depositary. Unless otherwise specified in the applicable
Pricing Supplement, payments of interest on a Global Security, and principal of
Amortizing Notes in global form (in each case, other than at Maturity), will be
made in same-day funds in accordance with existing arrangements between the
Paying Agent and the Depositary.
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The Company will pay any administrative costs imposed by banks in connection
with making payments in immediately available funds, but any tax, assessment or
governmental charge imposed upon payments, including, without limitation, any
withholding tax, will be borne by the holders of the Notes in respect of which
such payments are made.
INTEREST AND INTEREST RATES
Each Note other than a Zero-Coupon Note will bear interest from its Issue
Date (or such other date on which such Note otherwise begins to accrue interest
if different from the Issue Date) or from the most recent Interest Payment Date
to which interest on such Note has been paid or duly provided for at a fixed
rate or rates per annum, or at a rate or rates per annum determined pursuant to
a Base Rate stated therein and in the applicable Pricing Supplement that may be
adjusted by a Spread and/or Spread Multiplier, until the principal thereof is
paid or made available for payment. Interest will be payable on each Interest
Payment Date and at Maturity. 'Maturity' means the date on which the principal
of a Note or an installment of principal becomes due and payable in full in
accordance with its terms and the terms of the Indenture, whether at Stated
Maturity or by declaration of acceleration, call for redemption or otherwise.
Interest will be payable to the holder at the close of business on the Regular
Record Date next preceding such Interest Payment Date; provided, however, that
interest payable at Maturity will be payable to the person to whom principal
shall be payable. The first payment of interest on any Note originally issued
between a Regular Record Date for such Note and the succeeding Interest Payment
Date will be made on the Interest Payment Date following the next succeeding
Regular Record Date for such Note to the Holder on such next Regular Record
Date.
Interest rates and interest rate formulae are subject to change by the
Company, but no such change will affect any Note already issued or as to which
an offer to purchase has been accepted by the Company. The Interest Payment
Dates and the Regular Record Dates for each Fixed Rate Note shall be as
described below under 'Fixed Rate Notes.' The Interest Payment Dates for each
Floating Rate Note shall be as described below under 'Floating Rate Notes' and
in the applicable Pricing Supplement, and the Regular Record Dates for a
Floating Rate Note will be the fifteenth day (whether or not a Business Day)
next preceding each Interest Payment Date.
FIXED RATE NOTES
Each Fixed Rate Note will bear interest from its Issue Date or such other
date on which such Note otherwise begins to accrue interest (if different from
the Issue Date) at the rate per annum set forth thereon and in the applicable
Pricing Supplement until the principal amount thereof is paid, or made available
for payment, in full, except as described below under 'Description of
Notes--Subsequent Interest Periods' and 'Description of Notes--Extension of
Maturity.' Unless otherwise specified in the applicable Pricing Supplement,
interest on each Fixed Rate Note (other than a Zero-Coupon Note or an Amortizing
Note) will be payable semi-annually each February 15 and August 15 and the
Regular Record Dates will be each January 31 and July 31. Unless otherwise
specified in the applicable Pricing Supplement, principal of and interest on
each Amortizing Note will be payable either quarterly on each February 15, May
15, August 15 and November 15, or semi-annually on each February 15 and August
15 as set forth in the applicable Pricing Supplement, and at Maturity. Unless
otherwise specified in the applicable Pricing Supplement, the Regular Record
Dates will be each January 31, April 30, July 31 and October 31 for each
Amortizing Note that is payable quarterly and each January 31 and July 31 for
each Amortizing Note that is payable semi-annually. Payments with respect to
Amortizing Notes will be applied first to interest due and payable thereon and
then to the reduction of the unpaid principal amount thereof. A table setting
forth repayment information in respect of each Amortizing Note will be included
in the applicable Pricing Supplement and set forth on such Notes. Each payment
of interest on a Fixed Rate Note shall include interest accrued through the day
before the Interest Payment Date or date of Maturity, as the case may be. Any
payment of principal (and premium, if any) or interest required to be made on a
Fixed Rate Note on a day that is not a Business Day need not be made on such
day, but may be made on the next succeeding Business Day with the same force and
effect as if made on such day, and no additional interest shall accrue as a
result of such delayed payment. Unless otherwise specified in the applicable
Pricing Supplement, interest on Fixed Rate Notes, if any, will be computed on
the basis of a 360-day year of twelve 30-day months.
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FLOATING RATE NOTES
Except for the period from the Issue Date (or the date on which such Note
otherwise begins to accrue interest (if different from the Issue Date)) to the
first Interest Reset Date set forth in the applicable Pricing Supplement, each
Floating Rate Note will bear interest at a rate determined by reference to an
interest rate base (the 'Base Rate'), which may be adjusted by a Spread and/or a
Spread Multiplier. The applicable Pricing Supplement will designate one or more
of the following Base Rates as applicable to a Floating Rate Note: (a) the CD
Rate (a 'CD Rate Note'), (b) the Commercial Paper Rate (a 'Commercial Paper Rate
Note'), (c) LIBID (a 'LIBID Note'), (d) LIBOR (a 'LIBOR Note'), (e) the Treasury
Rate (a 'Treasury Rate Note'), (f) the Federal Funds Rate (a 'Federal Funds Rate
Note'), (g) the Prime Rate (a 'Prime Rate Note'), (h) the J.J. Kenny Rate (a
'J.J. Kenny Rate Note'), (i) the Eleventh District Cost of Funds Rate (an
'Eleventh District Cost of Funds Rate Note'), (j) the CMT Rate (a 'CMT Rate
Note') or (k) such other Base Rate or formula as is set forth in such Pricing
Supplement and in such Floating Rate Note. The 'Index Maturity' for any Floating
Rate Note is the period to maturity (as specified in the applicable Pricing
Supplement) of the instrument or obligation from which the Base Rate is
calculated.
As specified in the applicable Pricing Supplement, a Floating Rate Note may
also have either or both of the following: (i) a maximum limitation, or ceiling,
on the rate at which interest may accrue during any interest period ('Maximum
Interest Rate'); and/or (ii) a minimum limitation, or floor, on the rate at
which interest may accrue during any interest period ('Minimum Interest Rate').
In addition to any Maximum Interest Rate that may be applicable to any Floating
Rate Note pursuant to the above provisions, the interest rate on a Floating Rate
Note will in no event be higher than the maximum rate permitted by applicable
law (including, without limitation, New York law, which is stated to govern the
Notes and the Indenture), as the same may be modified by United States law of
general application. Under present New York law, the maximum rate of interest,
with certain exceptions, is 25% per annum on a simple interest basis. This limit
may not apply to Notes in which $2,500,000 or more has been invested, including
Notes purchased by the Agent in such aggregate principal amount or more for
resale to investors.
Unless otherwise specified herein or in the applicable Pricing Supplement,
all percentages resulting from any calculation of the rate of interest on a
Floating Rate Note will be rounded upward, if necessary, to the nearest one
hundred-thousandth of a percent (.0000001), with five one-millionths of a
percentage point being rounded upward, and all currency amounts used in or
resulting from such calculation on Floating Rate Notes will be rounded to the
nearest one-hundredth of a unit (with five one-thousandths of a unit being
rounded upwards).
The rate of interest on each Floating Rate Note will be reset daily,
weekly, monthly, quarterly, semi-annually or annually (the 'Interest Reset
Period'), as or unless otherwise specified in the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, the date or
dates on which interest will be reset (each an 'Interest Reset Date') will be,
in the case of Floating Rate Notes that reset daily, each Business Day; in the
case of Floating Rate Notes (other than Treasury Rate Notes) that reset weekly,
the Wednesday of each week; in the case of Treasury Rate Notes that reset
weekly, the Tuesday of each week (except as provided below); in the case of
Floating Rate Notes that reset monthly, the third Wednesday of each month (with
the exception of monthly reset Eleventh District Cost of Funds Rate Notes, which
reset on the first calendar day of each month); in the case of Floating Rate
Notes that reset quarterly, the third Wednesday of each March, June, September
and December; in the case of Floating Rate Notes that reset semi-annually, the
third Wednesday of the two months of each year specified in the applicable
Pricing Supplement; and in the case of Floating Rate Notes that reset annually,
the third Wednesday of the month of each year specified in the applicable
Pricing Supplement; provided that (i) the interest rate in effect from the Issue
Date (or the date on which such Notes otherwise begin to accrue interest (if
different from the Issue Date)) to the first Interest Reset Date will be the
Initial Interest Rate (as defined below) and (ii) the interest rate in effect
for the 10 days immediately prior to Maturity will be that in effect on the
tenth day preceding such Maturity. If any Interest Reset Date for any Floating
Rate Note would otherwise be a day that is not a Business Day, such Interest
Reset Date shall be the succeeding Business Day, except that, in the case of a
LIBID Note or a LIBOR Note, if such Business Day is in the succeeding calendar
month, such Interest Reset Date shall be the next preceding Business Day. If an
auction of direct obligations of the United States ('Treasury bills') falls on a
day that is an Interest Reset Date for Treasury Rate Notes, the Interest Reset
Date shall be the next succeeding Business Day. The interest rate or the formula
for establishing the interest rate in effect with respect to a Floating Rate
Note from the Issue Date (or the
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date on which such Note otherwise begins to accrue interest (if different from
the Issue Date)) to the first Interest Reset Date (the 'Initial Interest Rate')
will be specified in the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, the
interest rate on each Floating Rate Note will be calculated by reference to the
specified Base Rate (i) plus or minus the Spread, if any, and/or (ii) multiplied
by the Spread Multiplier, if any. The 'Spread' is the number of basis points
(one basis point equals one-hundredth of a percentage point) to be added to or
subtracted from the related Base Rate applicable to such Floating Rate Note, and
the 'Spread Multiplier' is the percentage of the related Base Rate applicable to
such Floating Rate Note by which said Base Rate is to be multiplied to determine
the applicable interest rate on such Floating Rate Note. Each Floating Rate Note
and the applicable Pricing Supplement will specify the Spread and/or Spread
Multiplier, if any, applicable to each such Floating Rate Note.
Unless otherwise specified in the applicable Pricing Supplement, the
interest payable on each Interest Payment Date or at Maturity for Floating Rate
Notes will be the amount of interest accrued from and including the Issue Date
(or the date on which such Notes otherwise begin to accrue interest (if
different from the Issue Date)) or from and including the last Interest Payment
Date to which interest has been paid to, but excluding, such Interest Payment
Date or date of Maturity, as the case may be (an 'Interest Period'); provided
that in the case of a Floating Rate Note on which interest is reset daily or
weekly, interest payable on each Interest Payment Date will be the amount of
interest accrued from and including the Issue Date (or the date on which such
Notes otherwise begin to accrue interest (if different from the Issue Date)) or
from and excluding the last date to which interest has been paid, as the case
may be, to, and including, the Regular Record Date immediately preceding such
Interest Payment Date, except that at Maturity the interest payable will include
interest accrued to, but excluding, the date of Maturity.
With respect to a Floating Rate Note, unless otherwise specified in the
applicable Pricing Supplement, accrued interest will be calculated by
multiplying the principal amount of such Floating Rate Note by an accrued
interest factor. Unless otherwise specified in the applicable Pricing
Supplement, such accrued interest factor will be computed by adding the interest
factors calculated for each day in the Interest Period for which accrued
interest is being calculated. Unless otherwise specified in the applicable
Pricing Supplement, the interest factor for each such day is computed by
dividing the interest rate applicable on such day by 360, in the cases of CD
Rate Notes, Commercial Paper Rate Notes, LIBID Notes, LIBOR Notes, Federal Funds
Rate Notes, Prime Rate Notes, J.J. Kenny Rate Notes or Eleventh District Cost of
Funds Rate Notes, or by the actual number of days in the year, in the case of
Treasury Rate Notes and CMT Rate Notes. The interest rate applicable to any day
that is an Interest Reset Date is the interest rate as determined, in accordance
with the procedures hereinafter set forth, with respect to the Interest
Determination Date (as defined below) pertaining to such Interest Reset Date.
The interest rate applicable to any other day is the interest rate for the
immediately preceding Interest Reset Date (or, if none, the Initial Interest
Rate).
Unless otherwise specified in the applicable Pricing Supplement, interest
will be payable, in the case of Floating Rate Notes that reset daily or weekly
or monthly (other than Eleventh District Cost of Funds Rate Notes), on the third
Wednesday of each month or on the third Wednesday of March, June, September and
December of each year, as specified in the applicable Pricing Supplement, or, in
the case of Eleventh District Cost of Funds Rate Notes, on the first calendar
day of each month or the first calendar day of each March, June, September and
December, as specified in the applicable Pricing Supplement; in the case of
Floating Rate Notes that reset quarterly, on the third Wednesday of March, June,
September and December of each year; in the case of Floating Rate Notes that
reset semi-annually, on the third Wednesday of the two months of each year
specified in the applicable Pricing Supplement; and in the case of Floating Rate
Notes that reset annually, on the third Wednesday of the month of each year
specified in the applicable Pricing Supplement, and in each case at Maturity
(each such day being an 'Interest Payment Date'). Unless otherwise specified in
the applicable Pricing Supplement, if an Interest Payment Date (other than at
Maturity) with respect to any Floating Rate Note would otherwise be a day that
is not a Business Day, such Interest Payment Date shall be the succeeding
Business Day, except, in the case of a LIBID Note or a LIBOR Note, if such day
would fall in the succeeding calendar month, such Interest Payment Date will be
the preceding Business Day. Any payment of principal (and premium, if any) and
interest required to be made on a Floating Rate Note on a date of Maturity that
is not a Business Day will be made on the succeeding Business Day, except, in
the case of a LIBID Note or a LIBOR Note, if such Business Day would fall in the
succeeding calendar month, such payment will be made on the preceding Business
Day (in
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each case with the same force and effect as if made on such date of Maturity and
no additional interest shall accrue as a result of any such delayed payment).
Unless otherwise specified in the applicable Pricing Supplement, the
'Interest Determination Date' pertaining to an Interest Reset Date for CD Rate
Notes (the 'CD Interest Determination Date'), Commercial Paper Rate Notes (the
'Commercial Paper Interest Determination Date'), Federal Funds Rate Notes (the
'Federal Funds Interest Determination Date'), Prime Rate Notes (the 'Prime Rate
Interest Determination Date'), J.J. Kenny Rate Notes (the 'J.J. Kenny Interest
Determination Date') and CMT Rate Notes (the 'CMT Interest Determination Date')
will be the second Business Day preceding such Interest Reset Date. Unless
otherwise specified in the applicable Pricing Supplement, the Interest
Determination Date pertaining to an Interest Reset Date for LIBID Notes (the
'LIBID Interest Determination Date') and LIBOR Notes (the 'LIBOR Interest
Determination Date') will be the second London Business Day (as defined below)
preceding such Interest Reset Date. Unless otherwise specified in the applicable
Pricing Supplement, the Interest Determination Date pertaining to an Interest
Reset Date for a Treasury Rate Note (the 'Treasury Interest Determination Date')
will be the day of the week in which such Interest Reset Date falls on which
Treasury bills of the applicable Index Maturity are auctioned. Treasury bills
are normally sold at auction on Monday of each week, unless that day is a legal
holiday, in which case the auction is normally held on the following Tuesday,
except that such auction may be held on the preceding Friday. If, as the result
of a legal holiday, an auction is so held on the preceding Friday, such Friday
will be the Treasury Interest Determination Date pertaining to the Interest
Reset Date occurring in the succeeding week. Unless otherwise specified in the
applicable Pricing Supplement, the Interest Determination Date pertaining to an
Interest Reset Date for an Eleventh District Cost of Funds Rate Note (the
'Eleventh District Cost of Funds Interest Determination Date') will be the last
working day of the month immediately preceding such Interest Reset Date on which
the Federal Home Loan Bank of San Francisco (the 'FHLB of San Francisco')
publishes the monthly Eleventh District Cost of Funds Index (as defined below).
Unless otherwise specified in the applicable Pricing Supplement, the
'Calculation Date,' where applicable, pertaining to an Interest Determination
Date will be the earlier of (i) the tenth calendar day after such Interest
Determination Date, or, if any such day is not a Business Day, the next
succeeding Business Day or (ii) the Business Day preceding the applicable
Interest Payment Date or date of Maturity, as the case may be.
The Company will appoint, and enter into an agreement with, an agent (the
'Calculation Agent') to calculate interest on the Floating Rate Notes. Unless
otherwise specified in the applicable Pricing Supplement, Texas Commerce Bank
National Association will be the calculation agent with respect to Floating Rate
Notes. Upon the request of the holder of any Floating Rate Note, the Calculation
Agent will advise such holder of the interest rate then in effect and, if
determined, the interest rate that will become effective on the next Interest
Reset Date with respect to such Floating Rate Note. All determinations to be
made by the Calculation Agent shall be at its sole discretion and, in the
absence of manifest error, shall be conclusive for all purposes and binding on
holders of the Notes, and the Calculation Agent shall have no liability
therefor.
CD RATE NOTES
CD Rate Notes will bear interest at the interest rates (calculated with
reference to the CD Rate and the Spread and/or Spread Multiplier, if any)
specified in the CD Rate Notes and in the applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing Supplement, 'CD Rate'
means, with respect to any CD Interest Determination Date, the rate on such date
for negotiable certificates of deposit having the Index Maturity designated in
the applicable Pricing Supplement as made available and subsequently published
by the Board of Governors of the Federal Reserve System in 'Statistical Release
H.15(519), Selected Interest Rates' or any successor publication of the Board of
Governors of the Federal Reserve System ('H.15(519)') under the heading 'CDs
(Secondary Market).' In the event that such rate is not made available prior to
3:00 P.M., New York City time, on the Calculation Date pertaining to such CD
Interest Determination Date, then the CD Rate will be the rate on such CD
Interest Determination Date for negotiable certificates of deposit having the
specified Index Maturity as made available and subsequently published by the
Federal Reserve Bank of New York in its daily statistical release 'Composite
3:30 P.M. Quotations for U.S. Government Securities' or any successor
publication ('Composite Quotations') under the heading 'Certificates of
Deposit.' If by 3:00 P.M., New York
S-11
<PAGE>
City time, on the Calculation Date pertaining to such CD Interest Determination
Date the rate for such CD Interest Determination Date has not yet been made
available in either H.15(519) or Composite Quotations, then the CD Rate for such
CD Interest Determination Date will be calculated by the Calculation Agent and
will be the arithmetic mean of the secondary market offered rates as of 10:00
A.M., New York City time, on such CD Interest Determination Date of three
leading nonbank dealers in negotiable U.S. dollar certificates of deposit in The
City of New York selected by the Calculation Agent for negotiable certificates
of deposit of major United States money center banks of the highest credit
standing (in the market for negotiable certificates of deposit) having a
remaining maturity closest to the specified Index Maturity in a denomination of
$5,000,000; provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the CD Rate
with respect to such CD Interest Determination Date will be the CD Rate in
effect on such CD Interest Determination Date.
CD Rate Notes, like other Notes, are not deposit obligations of a bank and
are not insured by the Federal Deposit Insurance Corporation.
COMMERCIAL PAPER RATE NOTES
Commercial Paper Rate Notes will bear interest at the interest rates
(calculated with reference to the Commercial Paper Rate and the Spread and/or
Spread Multiplier, if any) specified in the Commercial Paper Rate Notes and in
the applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing Supplement,
'Commercial Paper Rate' means, with respect to any Commercial Paper Interest
Determination Date, the Money Market Yield (calculated as described below) on
such date of the rate for commercial paper having the Index Maturity designated
in the applicable Pricing Supplement as made available and subsequently
published in H.15(519) under the heading 'Commercial Paper.' In the event that
such rate is not made available by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Commercial Paper Interest Determination
Date, then the Commercial Paper Rate shall be the Money Market Yield of the rate
on that Commercial Paper Interest Determination Date for commercial paper having
the Index Maturity designated in the applicable Pricing Supplement as made
available and subsequently published in Composite Quotations under the heading
'Commercial Paper.' If by 3:00 P.M., New York City time, on such Calculation
Date such rate has not yet been made available in either H.15(519) or Composite
Quotations, the Commercial Paper Rate for such Commercial Paper Interest
Determination Date shall be calculated by the Calculation Agent and shall be the
Money Market Yield of the arithmetic mean of the offered rates as of 11:00 A.M.,
New York City time, on such Commercial Paper Interest Determination Date of
three leading dealers of commercial paper in The City of New York selected by
the Calculation Agent for commercial paper having the Index Maturity designated
in the applicable Pricing Supplement placed for an industrial issuer whose
senior unsecured bond rating is 'AA,' or the equivalent, from a nationally
recognized securities rating agency; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting as mentioned in
this sentence, the Commercial Paper Rate with respect to such Commercial Paper
Interest Determination Date will be the Commercial Paper Rate in effect on such
Commercial Paper Interest Determination Date.
'Money Market Yield' shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:
<TABLE>
<S> <C> <C>
D X 360
------------- X 100
Money Market Yield = 360 - (D X M)
</TABLE>
where 'D' refers to the per annum rate for the commercial paper, quoted on a
bank discount basis and expressed as a decimal; and 'M' refers to the actual
number of days in the interest period for which interest is being calculated.
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<PAGE>
LIBID NOTES
LIBID Notes will bear interest at the interest rates (calculated by
reference to LIBID and the Spread and/or Spread Multiplier, if any) specified in
the LIBID Notes and in the applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing Supplement, LIBID will
be determined by the Calculation Agent in accordance with the following
provisions:
(i) With respect to a LIBID Interest Determination Date, LIBID will be
as specified in the applicable Pricing Supplement, either LIBID Reuters (as
defined below) or LIBID Telerate (as defined below), subject to the last
sentence of this paragraph. 'LIBID Reuters' means the arithmetic mean of
the bid rates for deposits in the Designated Deposit Currency (as defined
below) having the Index Maturity designated in the applicable Pricing
Supplement, commencing on the second day on which dealings in deposits in
the Designated Deposit Currency are transacted in the London interbank
market ('London Business Day') immediately following such LIBID Interest
Determination Date, that appear on the display designated as page 'LIBO' on
the Reuters Monitor Money Rates Service (or such other page as may replace
the LIBO page on that service for the purpose of displaying London
interbank bid and offered rates of major banks) (the 'Reuters Screen LIBO
Page') as of 11:00 A.M., London time, on such LIBID Interest Determination
Date, if at least two such bid rates appear on the Reuters Screen LIBO
Page. 'LIBID Telerate' means the rate for deposits in the Designated
Deposit Currency having the Index Maturity designated in the applicable
Pricing Supplement, commencing on the second London Business Day
immediately following that LIBID Interest Determination Date, that appears
on the display designated as page '3750' on the Telerate Service (or such
other page as may replace the 3750 page on that service or such other
service or services as may be nominated by the British Bankers' Association
for the purpose of displaying London interbank bid and offered rates for
deposits in the Designated Deposit Currency) (the 'Telerate Page 3750') as
of 11:00 A.M., London time, on such LIBID Interest Determination Date. If
neither LIBID Reuters nor LIBID Telerate is specified in the applicable
Pricing Supplement, LIBID will be determined as if LIBID Telerate had been
specified. If fewer than two bid rates appear on the Reuters Screen LIBO
Page, or if no rate appears on the Telerate Page 3750, as applicable, LIBID
in respect of such LIBID Interest Determination Date will be determined as
if the parties had specified the rate described in (ii) below.
(ii) With respect to a LIBID Interest Determination Date on which
fewer than two bid rates appear on the Reuters Screen LIBO Page, or on
which no rate appears on Telerate Page 3750, as applicable, LIBID will be
determined on the basis of the bid rates at which deposits in the
Designated Deposit Currency, having the Index Maturity designated in the
applicable Pricing Supplement, are quoted at approximately 11:00 A.M.,
London time, on such LIBID Interest Determination Date to prime banks in
the London interbank market by four major banks in the London interbank
market selected by the Calculation Agent (the 'LIBID Reference Banks')
commencing on the second London Business Day immediately following such
LIBID Interest Determination Date and in a principal amount equal to an
amount of not less than U.S. $1,000,000 (or the equivalent in the
Designated Deposit Currency) that is representative for a single
transaction in such market at such time. The Calculation Agent will request
the principal London office of each of such LIBID Reference Banks to
provide a quotation of its rate. If at least two such quotations are
provided, LIBID in respect of such LIBID Interest Determination Date will
be the arithmetic mean of such quotations. If fewer than two quotations are
provided, LIBID in respect of such LIBID Interest Determination Date will
be the arithmetic mean of the rates quoted in the applicable Principal
Financial Center (as defined below), on such LIBID Interest Determination
Date by three major banks in such Principal Financial Center selected by
the Calculation Agent for loans in the Designated Deposit Currency to
leading banks, having the Index Maturity designated in the applicable
Pricing Supplement, commencing on the second London Business Day
immediately following the LIBID Interest Determination Date and in a
principal amount equal to an amount of not less than U.S. $1,000,000 (or
the equivalent in the Designated Deposit Currency) that is representative
for a single transaction in such market at such time; provided, however,
that if the banks selected as aforesaid by the Calculation Agent are not
quoting as mentioned in this sentence, LIBID with respect to such LIBID
Interest Determination Date will be LIBID in effect on such LIBID Interest
Determination Date.
S-13
<PAGE>
LIBOR NOTES
LIBOR Notes will bear interest at the interest rates (calculated with
reference to LIBOR and the Spread and/or Spread Multiplier, if any) specified in
the LIBOR Notes and in the applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing Supplement, LIBOR will
be determined by the Calculation Agent in accordance with the following
provisions:
(i) With respect to a LIBOR Interest Determination Date, LIBOR will be
as specified in the applicable Pricing Supplement, either LIBOR Reuters (as
defined below) or LIBOR Telerate (as defined below), subject to the last
sentence of this paragraph. 'LIBOR Reuters' means the arithmetic mean of
the offered rates for deposits in the Designated Deposit Currency having
the Index Maturity designated in the applicable Pricing Supplement,
commencing on the second London Business Day immediately following such
LIBOR Interest Determination Date, that appear on the Reuters Screen LIBO
Page as of 11:00 A.M., London time, on such LIBOR Interest Determination
Date, if at least two such offered rates appear on the Reuters Screen LIBO
Page. 'LIBOR Telerate' means the rate for deposits in the Designated
Deposit Currency having the Index Maturity designated in the applicable
Pricing Supplement, commencing on the second London Business Day
immediately following that LIBOR Interest Determination Date, that appears
on Telerate Page 3750 as of 11:00 A.M., London time, on such LIBOR Interest
Determination Date. If neither LIBOR Reuters nor LIBOR Telerate is
specified in the applicable Pricing Supplement, LIBOR will be determined as
if LIBOR Telerate had been specified. If fewer than two offered rates
appear on the Reuters Screen LIBO Page, or if no rate appears on the
Telerate Page 3750, as applicable, LIBOR in respect of such LIBOR Interest
Determination Date will be determined as if the parties had specified the
rate described in (ii) below.
(ii) With respect to a LIBOR Interest Determination Date on which
fewer than two offered rates appear on the Reuters Screen LIBO Page, or on
which no rate appears on Telerate Page 3750, as applicable, LIBOR will be
determined on the basis of the rates at which deposits in the Designated
Deposit Currency, having the Index Maturity designated in the applicable
Pricing Supplement, are offered at approximately 11:00 A.M., London time,
on such LIBOR Interest Determination Date by four major banks in the London
interbank market selected by the Calculation Agent (the 'LIBOR Reference
Banks') to prime banks in the London interbank market commencing on the
second London Business Day immediately following such LIBOR Interest
Determination Date and in a principal amount equal to an amount of not less
than U.S. $1,000,000 (or the equivalent in the Designated Deposit Currency)
that is representative for a single transaction in such market at such
time. The Calculation Agent will request the principal London office of
each of such LIBOR Reference Banks to provide a quotation of its rate. If
at least two such quotations are provided, LIBOR in respect of such LIBOR
Interest Determination Date will be the arithmetic mean of such quotations.
If fewer than two quotations are provided, LIBOR in respect of such LIBOR
Interest Determination Date will be the arithmetic mean of the rates quoted
in the applicable Principal Financial Center, on such LIBOR Interest
Determination Date by three major banks in such Principal Financial Center
selected by the Calculation Agent for loans in the Designated Deposit
Currency to leading banks, having the Index Maturity designated in the
applicable Pricing Supplement, commencing on the second London Business Day
immediately following the LIBOR Interest Determination Date and in a
principal amount equal to an amount of not less than U.S. $1,000,000 (or
the equivalent in the Designated Deposit Currency) that is representative
for a single transaction in such market at such time; provided, however,
that if the banks selected as aforesaid by the Calculation Agent are not
quoting as mentioned in this sentence, LIBOR with respect to such LIBOR
Interest Determination Date will be LIBOR in effect on such LIBOR Interest
Determination Date.
'Designated Deposit Currency' means, with respect to any LIBID Note or
LIBOR Note, the currency (including a composite currency), if any, designated in
the applicable LIBID Note or LIBOR Note as the Designated Deposit Currency. If
no such currency is designated in the applicable LIBID Note or LIBOR Note, the
Designated Deposit Currency shall be U.S. dollars. 'Principal Financial Center'
means, with respect to any LIBID Note or LIBOR Note, unless otherwise specified
in the applicable Pricing Supplement, the capital city of the country that
issues as its legal tender the Designated Deposit Currency of such LIBID Note or
LIBOR Note, except that with respect to U.S. dollars, Deutsche marks and ECUs,
the Principal Financial Center shall be the City of New York, Frankfurt and
Luxembourg, respectively.
S-14
<PAGE>
TREASURY RATE NOTES
Treasury Rate Notes will bear interest at the interest rates (calculated
with reference to the Treasury Rate and the Spread and/or Spread Multiplier, if
any) specified in the Treasury Rate Notes and in the applicable Pricing
Supplement.
Unless otherwise indicated in the applicable Pricing Supplement, 'Treasury
Rate' means, with respect to any Treasury Interest Determination Date, the rate
for the most recent auction of Treasury bills having the Index Maturity
designated in the applicable Pricing Supplement as made available and
subsequently published in H.15(519) under the heading 'U.S. Government
Securities--Treasury bills-auction average (investment)' or, if not so made
available by 3:00 P.M., New York City time, on the Calculation Date pertaining
to such Treasury Interest Determination Date, the auction average rate
(expressed as a bond equivalent, rounded to the nearest one hundredth of a
percent, with five one thousandths of a percent rounded upward, on the basis of
a year of 365 or 366 days, as applicable, and applied on a daily basis) for such
auction or as otherwise announced by the United States Department of the
Treasury. In the event that the results of the auction of Treasury bills having
the Index Maturity designated in the applicable Pricing Supplement are not
otherwise made available or published or reported as provided above by 3:00
P.M., New York City time, on such Calculation Date, or if no such auction is
held in a particular week, then the Treasury Rate shall be calculated by the
Calculation Agent and shall be a yield to maturity (expressed as a bond
equivalent, rounded to the nearest one-hundredth of a percent, with five one-
thousandths of a percent rounded upward, on the basis of a year of 365 or 366
days, as applicable, and applied on a daily basis) of the arithmetic mean of the
secondary market bid rates, as of approximately 3:30 P.M., New York City time,
on such Treasury Interest Determination Date of three leading primary United
States government securities dealers selected by the Calculation Agent for the
issue of Treasury bills with a remaining maturity closest to the Index Maturity
designated in the applicable Pricing Supplement; provided, however, that if the
dealers selected as aforesaid by the Calculation Agent are not quoting bid rates
as mentioned in this sentence, the Treasury Rate with respect to such Treasury
Interest Determination Date will be the Treasury Rate in effect on such Treasury
Interest Determination Date.
FEDERAL FUNDS RATE NOTES
Federal Funds Rate Notes will bear interest at the interest rates
(calculated with reference to the Federal Funds Rate and the Spread and/or
Spread Multiplier, if any) specified in the Federal Funds Rate Notes and in the
applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing Supplement, 'Federal
Funds Rate' means, with respect to any Federal Funds Interest Determination
Date, the rate on such date for Federal Funds as made available and subsequently
published in H.15(519) under the heading 'Federal Funds (Effective).' In the
event that such rate has not been made available by 3:00 P.M., New York City
time, on the Calculation Date pertaining to such Federal Funds Interest
Determination Date, the Federal Funds Rate will be the rate on such Federal
Funds Interest Determination Date as made available and subsequently published
in Composite Quotations under the heading 'Federal Funds/Effective Rate.' If
such rate is not made available in H.15(519) or in Composite Quotations by 3:00
P.M., New York City time, on such Calculation Date, then the Federal Funds Rate
for such Federal Funds Interest Determination Date will be calculated by the
Calculation Agent and will be the arithmetic mean of the rates as of 9:00 A.M.,
New York City time, on such Federal Funds Interest Determination Date for the
last transaction in overnight Federal Funds arranged by three leading brokers of
Federal Funds transactions in The City of New York selected by the Calculation
Agent; provided, however, that if the brokers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the Federal
Funds Rate with respect to such Federal Funds Interest Determination Date will
be the Federal Funds Rate in effect on such Federal Funds Interest Determination
Date.
PRIME RATE NOTES
Prime Rate Notes will bear interest at the interest rates (calculated with
reference to the Prime Rate and the Spread and/or Spread Multiplier, if any)
specified in the Prime Rate Notes and in the applicable Pricing Supplement.
S-15
<PAGE>
Unless otherwise indicated in the applicable Pricing Supplement, 'Prime
Rate' means, with respect to any Prime Interest Determination Date, the rate
made available and subsequently published on such date in H.15(519) under the
heading 'Bank Prime Loan.' In the event that such rate has not been made
available prior to 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Prime Interest Determination Date, the Prime Rate will be
calculated by the Calculation Agent and will be the arithmetic mean of the rates
of interest publicly announced by each bank that appears on the Reuters Screen
USPRIME1 Page (as defined below) as such bank's prime rate or base lending rate
as in effect for such Prime Interest Determination Date. If fewer than four such
rates but more than one such rate appear on the Reuters Screen USPRIME1 Page for
the Prime Interest Determination Date, the rate shall be the arithmetic mean of
the prime rates quoted on the basis of the actual number of days in the year
divided by 360 as of the close of business on such Prime Interest Determination
Date by four major money center banks in The City of New York selected by the
Calculation Agent. If fewer than two such rates appear on the Reuters Screen
USPRIME1 Page, the Prime Rate will be calculated by the Calculation Agent and
will be the arithmetic mean of the prime rates quoted in The City of New York on
such Prime Interest Determination Date by at least three substitute banks or
trust companies organized and doing business under the laws of the United
States, or any State thereof, having total equity capital of at least U.S.
$500,000,000 and being subject to supervision or examination by Federal or State
authority, selected by the Calculation Agent to provide such rate or rates;
provided, however, that if the banks or trust companies selected as aforesaid by
the Calculation Agent are not quoting as mentioned in this sentence, the Prime
Rate with respect to such Prime Interest Determination Date will be the Prime
Rate in effect on such Prime Interest Determination Date. 'Reuters Screen
USPRIME1 Page' means the display designated as page 'USPRIME1' on the Reuters
Monitor Money Rates Service (or such other page as may replace the USPRIME1 page
on that service for the purpose of displaying prime rates or base lending rates
of major United States banks).
J.J. KENNY RATE NOTES
J.J. Kenny Rate Notes will bear interest at the interest rates (calculated
by reference to the J.J. Kenny Rate and the Spread and/or Spread Multiplier, if
any) specified in the J.J. Kenny Rate Notes and in the applicable Pricing
Supplement.
Unless otherwise indicated in an applicable Pricing Supplement, 'J.J. Kenny
Rate' means, with respect to any J.J. Kenny Interest Determination Date, the per
annum rate on such date equal to the index made available and subsequently
published by Kenny Information Systems or its successor, based upon 30-day yield
evaluations at par of bonds, the interest on which is excludable from gross
income for Federal income tax purposes under the Internal Revenue Code of 1986,
as amended (the 'Code'), of not less than five 'high grade' component issuers
selected from time to time by Kenny Information Systems, including without
limitation, issuers of general obligation bonds; provided, however, that the
bonds on which the index is based shall not include any bonds the interest on
which is subject to an 'alternate minimum tax' or similar tax under the Code,
unless all tax-exempt bonds are subject to such tax. If such rate is not made
available by 3:00 P.M., New York City time, on the Calculation Date pertaining
to such J.J. Kenny Interest Determination Date, the J.J. Kenny Rate shall be the
rate quoted by a successor indexing agent selected by the Company equaling the
prevailing rate for bonds rated in the highest short-term rating category by
Moody's Investors Service, Inc. and Standard & Poor's Corporation in respect of
issuers selected by such successor indexing agent most closely resembling the
'high grade' component issuers selected by Kenny Information Systems that are
subject to tender by the holders thereof for purchase on not more than seven
days notice and the interest on which is (A) variable on a weekly basis, (B)
excludable from gross income for Federal income tax purposes under the Code, and
(C) not subject to an 'alternate minimum tax' or similar tax under the Code,
unless all tax-exempt bonds are subject to such tax; provided, however, that if
a successor indexing agent is not available, the J.J. Kenny Rate with respect to
such J.J. Kenny Interest Determination Date will be the J.J. Kenny Rate for the
immediately preceding Interest Reset Period (or, if there was no such Interest
Reset Period, the Initial Interest Rate).
ELEVENTH DISTRICT COST OF FUNDS RATE NOTES
Eleventh District Cost of Funds Rate Notes will bear interest at the
interest rates (calculated by reference to the Eleventh District Cost of Funds
Rate and the Spread and/or Spread Multiplier, if any) specified in the Eleventh
District Cost of Funds Rate Notes and in the applicable Pricing Supplement.
S-16
<PAGE>
Unless otherwise indicated in an applicable Pricing Supplement, 'Eleventh
District Cost of Funds Rate' means, with respect to any Eleventh District Cost
of Funds Interest Determination Date, the rate equal to the monthly weighted
average cost of funds for the calendar month preceding such Eleventh District
Cost of Funds Interest Determination Date as set forth under the caption
'Eleventh District' on Telerate Page 7058 as of 11:00 A.M., San Francisco time,
on such Eleventh District Cost of Funds Interest Determination Date. If such
rate does not appear on Telerate Page 7058 on any related Eleventh District Cost
of Funds Interest Determination Date, the Eleventh District Cost of Funds Rate
for such Eleventh District Cost of Funds Interest Determination Date shall be
the monthly weighted average cost of funds paid by member institutions of the
Eleventh Federal Home Loan Bank District that was most recently announced (the
'Eleventh District Cost of Funds Rate Index') by the FHLB of San Francisco as
such cost of funds for the calendar month preceding the date of such
announcement. If the FHLB of San Francisco fails to announce such rate for the
calendar month next preceding such Eleventh District Cost of Funds Interest
Determination Date, then the Eleventh District Cost of Funds Rate for such
Eleventh District Cost of Funds Interest Determination Date will be the Eleventh
District Cost of Funds Rate in effect on such Eleventh District Cost of Funds
Interest Determination Date.
CMT RATE NOTES
CMT Rate Notes will bear interest at the interest rates (calculated by
reference to the CMT Rate and the Spread and/or Spread Multiplier, if any)
specified in the CMT Rate Notes and in the applicable Pricing Supplement.
Unless otherwise indicated in an applicable Pricing Supplement, 'CMT Rate'
means, with respect to any CMT Interest Determination Date, the CMT Rate for
Treasury bills on such date having the Index Maturity designated in the
applicable Pricing Supplement as made available and subsequently published in
H.15(519) under the heading 'Treasury constant maturities' or, if not so made
available by 3:00 P.M., New York City time, on the Calculation Date pertaining
to such CMT Interest Determination Date, as displayed on Telerate Screen Page
7052 under the heading 'Treasury Constant Maturities.' If by 3:00 P.M., New York
City time, on the Calculation Date pertaining to such CMT Interest Determination
Date the rate has not yet been made available in H.15(519) or displayed on
Telerate Screen Page 7052, then the CMT Rate shall be calculated by the
Calculation Agent and shall be a yield to maturity (expressed as a bond
equivalent, rounded to the nearest one-hundredth of a percent, with five one
thousandths of a percent rounded upward, on the basis of a year of 365 or 366
days, as applicable, and applied on a daily basis) of the arithmetic mean of the
secondary market bid rates, as of approximately 3:30 P.M., New York City time,
on such CMT Interest Determination Date of three leading primary United States
government securities dealers selected by the Calculation Agent for the issue of
Treasury bills with a remaining maturity closest to the Index Maturity
designated in the applicable Pricing Supplement; provided, however, that if the
dealers selected as aforesaid by the Calculation Agent are not quoting bid rates
as mentioned in this sentence, the CMT Rate with respect to such CMT Interest
Determination Date will be the CMT Rate in effect immediately prior to such CMT
Interest Determination Date.
INVERSE FLOATING RATE NOTES
Any Floating Rate Note may be designated in the applicable Pricing
Supplement as an 'Inverse Floating Rate Note,' in which event, unless otherwise
specified in the applicable Pricing Supplement, the interest rate on such
Floating Rate Note will be equal to (i) in the case of the period, if any,
commencing on the Issue Date (or the date on which such Note otherwise begins to
accrue interest (if different from the Issue Date)) up to the first Interest
Reset Date, a fixed rate of interest established by the Company as described in
the applicable Pricing Supplement and (ii) in the case of each period commencing
on an Interest Reset Date, a fixed rate of interest specified in the Pricing
Supplement minus the interest rate determined by reference to the Base Rate as
adjusted by the Spread and/or Spread Multiplier, if any; provided, however, that
(x) the interest rate thereon will not be less than zero and (y) the interest
rate in effect for the ten days immediately prior to the date of Maturity of
such Inverse Floating Rate Note will be that in effect on the tenth day
preceding such date.
S-17
<PAGE>
FLOATING RATE/FIXED RATE NOTES
The applicable Pricing Supplement may provide that a Note will be a
Floating Rate Note for a specified portion of its term and a Fixed Rate Note for
the remainder of its term, in which event the interest rate on such Note will be
determined as herein provided as if it were a Floating Rate Note and a Fixed
Rate Note hereunder for each such respective period, all as specified in such
applicable Pricing Supplement.
CURRENCY INDEXED NOTES
General
The Company may from time to time offer Notes, the principal amount payable
at Maturity and/or the interest rate of which is determined by reference to the
rate of exchange between the currency or composite currency in which such Notes
are denominated (the 'Denominated Currency') and the other currency or composite
currency specified as the Indexed Currency (the 'Indexed Currency') in the
applicable Pricing Supplement, or as determined in such other manner as may be
specified in the applicable Pricing Supplement ('Currency Indexed Notes').
Unless otherwise specified in the applicable Pricing Supplement, holders of
Currency Indexed Notes will be entitled to receive (i) an amount in respect of
such Currency Indexed Notes exceeding the amount designated as the face amount
of the principal (the 'Face Amount') of, and/or interest calculated at the
designated rate of interest on, such Currency Indexed Notes in the applicable
Pricing Supplement if, on the date of Maturity or upon the relevant Interest
Payment Date, as the case may be, the rate at which the Denominated Currency can
be exchanged for the Indexed Currency is greater than the rate of such exchange
designated as the Base Exchange Rate, expressed in units of the Indexed Currency
per one unit of the Denominated Currency, in the applicable Pricing Supplement
(the 'Base Exchange Rate'), or (ii) an amount in respect of such Currency
Indexed Notes less than the Face Amount and/or interest calculated at such
designated interest rate of such Currency Indexed Notes if, at Maturity or upon
the relevant Interest Payment Date, as the case may be, the rate at which the
Denominated Currency can be exchanged for the Indexed Currency is less than such
Base Exchange Rate, in each case determined as described below under 'Payment of
Principal and Interest.' Information as to the relative historical value (which
information is not necessarily indicative of relative future value) of the
applicable Denominated Currency against the applicable Indexed Currency, any
exchange controls applicable to such Denominated Currency or Indexed Currency
and the United States Federal income tax consequences of the purchase, ownership
and disposition of Currency Indexed Notes will be set forth in the applicable
Pricing Supplement. See 'Foreign Currency Risks.'
Unless otherwise specified in the applicable Pricing Supplement, the term
'Exchange Rate Day' shall mean any day which is a Business Day in The City of
New York, and if the Denominated Currency or Indexed Currency is any currency or
composite currency other than the U.S. dollar, in the principal financial center
of the country of such Denominated Currency or Indexed Currency.
Payment of Principal and Interest
Unless otherwise specified in the applicable Pricing Supplement, the
payment of principal at Maturity and interest on Currency Indexed Notes on each
Interest Payment Date (until principal thereof is paid or made available for
payment) will be payable in the Denominated Currency (except in the
circumstances of the unavailability of such currency, as otherwise described
under 'Payment Currency' above) in amounts calculated in the manner described
below.
Unless otherwise specified in the applicable Pricing Supplement, principal
at Maturity, if indexed, will be payable in an amount equal to the Face Amount
of the Currency Indexed Note, plus or minus an amount of the Denominated
Currency determined by the determination agent specified in the applicable
Pricing Supplement (the 'Determination Agent') by reference to the difference
between the Base Exchange Rate and the rate at which the Denominated Currency
can be exchanged for the Indexed Currency on the second Exchange Rate Day (the
'Determination Date') prior to the date of Maturity of such Currency Indexed
Note. Such rate of exchange shall be the highest bid of the open market spot
offer quotations for the Indexed Currency (spot bid quotations for the
Denominated Currency) obtained by the Determination Agent from the Reference
Dealers (as defined below) in The City of New York at 11:00 A.M., New York City
time, on the Determination Date, for an amount of
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Indexed Currency equal to the Face Amount of such Currency Indexed Note
multiplied by the Base Exchange Rate, with settlement on the date of Maturity to
be in the Denominated Currency (such rate of exchange, as so determined and
expressed in units of the Indexed Currency per one unit of the Denominated
Currency, is hereafter referred to as the 'Spot Rate'). If such quotations from
the Reference Dealers are not available on the Determination Date due to
circumstances beyond the control of the Company or the Determination Agent, the
Spot Rate will be determined on the basis of the most recently available
quotations from the Reference Dealers. As used herein, the term 'Reference
Dealers' shall mean the three banks or firms specified as such in the applicable
Pricing Supplement, or if any of them shall be unwilling or unable to provide
the requested quotations, such other major money center bank or banks in The
City of New York selected by the Determination Agent to act as Reference Dealer
or Dealers in replacement therefor. In the absence of manifest error, the
determination by the Determination Agent of the Spot Rate and the principal
amount of and interest on the Currency Indexed Notes payable at Maturity thereof
shall be final and binding on the Company and the holders of such Currency
Indexed Notes.
Unless otherwise specified in the applicable Pricing Supplement, on the
basis of the aforesaid determination by the Determination Agent and the formulae
and limitations set forth below, (i) if the Base Exchange Rate equals the Spot
Rate for any Currency Indexed Note, then the principal amount of such Currency
Indexed Note payable at Maturity would be equal to the Face Amount of such
Currency Indexed Note; (ii) if the Spot Rate exceeds the Base Exchange Rate
(i.e., the Denominated Currency has appreciated against the Indexed Currency
during the term of the Currency Indexed Note), then the principal amount so
payable would be greater than the Face Amount of such Currency Indexed Note up
to an amount equal to twice the Face Amount of such Currency Indexed Note; (iii)
if the Spot Rate is less than the Base Exchange Rate (i.e., the Denominated
Currency has depreciated against the Indexed Currency during the term of the
Currency Indexed Note) but is greater than one-half of the Base Exchange Rate,
then the principal amount so payable would be less than the Face Amount of such
Currency Indexed Note; and (iv) if the Spot Rate is less than or equal to
one-half of the Base Exchange Rate, then the Spot Rate will be deemed to be
one-half of the Base Exchange Rate and no principal amount of the Currency
Indexed Note would be payable at Maturity.
With respect to the payment of interest on each Interest Payment Date, if
indexed, the amount will be the Face Amount multiplied by the relevant interest
rate, indexed as specified in the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, the
formulae to be used by the Determination Agent to determine the principal amount
of a Currency Indexed Note payable at Maturity will be as follows:
As to principal, if the Spot Rate exceeds or equals the Base Exchange Rate,
the principal amount of a Currency Indexed Note payable at Maturity shall equal:
<TABLE>
<S> <C>
Spot Rate - Base Exchange
Face Amount + (Face Amount X Rate)
-------------------------
Spot Rate
</TABLE>
and if the Base Exchange Rate exceeds the Spot Rate, the principal amount of a
Currency Indexed Note payable at Maturity (which shall, in no event, be less
than zero) shall equal:
<TABLE>
<S> <C>
Base Exchange Rate - Spot
Face Amount - (Face Amount X Rate)
-------------------------
Spot Rate
</TABLE>
Unless otherwise specified in the applicable Pricing Supplement, if the
formulae set forth above are applicable to a Currency Indexed Note, the maximum
principal amount payable at Maturity in respect of such a Currency Indexed Note
would be an amount equal to twice the Face Amount and the minimum principal
amount payable would be zero.
OTHER INDEXED NOTES AND CERTAIN TERMS APPLICABLE TO ALL INDEXED NOTES
The Notes may be issued as Indexed Notes, other than Currency Indexed
Notes, the principal amount of which payable at Maturity or the interest (or
premium, if any) thereon, or both, may be determined by reference to the
relationship between two or more currencies, to the price of one or more
specified securities or commodities, to one or more securities or commodities
exchange indices or other indices or by other similar
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methods or formulae. The Pricing Supplement relating to such an Indexed Note
will describe, as applicable, the method by which the amount of interest payable
on any Interest Payment Date and the amount of principal payable at Maturity in
respect of such Indexed Note will be determined, the U.S. Federal income tax
consequences of the purchase, ownership and disposition of such Notes, certain
risks associated with an investment in such Notes and other information relating
to such Notes. See 'Foreign Currency Risks.'
Unless otherwise specified in the applicable Pricing Supplement, the
maximum principal amount payable at Maturity in respect of any Indexed Note will
be an amount equal to twice the Face Amount of such Note and the minimum
principal amount so payable will be zero.
Unless otherwise specified in the applicable Pricing Supplement, (i) for
the purpose of determining whether holders of the requisite principal amount of
Securities outstanding under the Indenture have made a demand or given a notice
or waiver or taken any other action, the outstanding principal amount of Indexed
Notes will be deemed to be the Face Amount thereof, and (ii) in the event of an
acceleration of the Stated Maturity of an Indexed Note, the principal amount
payable to the holder of such Note upon acceleration will be the principal
amount determined by reference to the formula by which the principal amount of
such Note would be determined on the Stated Maturity thereof, as if the date of
acceleration were the Stated Maturity.
An investment in Indexed Notes entails significant risks, including wide
fluctuations in market value as well as in the amounts of payments due
thereunder, that are not associated with a similar investment in a conventional
debt security. Such risks depend on a number of factors including supply and
demand for the particular commodity and economic and political events over which
the Company has no control. Fluctuations in the price of any particular security
or commodity, in the rates of exchange between particular currencies or in
particular indices that have occurred in the past are not necessarily
indicative, however, of fluctuations in the price or rates of exchange that may
occur during the term of any Indexed Notes. Accordingly, prospective investors
should consult their own financial and legal advisors as to the risks entailed
by an investment in Indexed Notes. Indexed Notes are not an appropriate
investment for investors who are unsophisticated with respect to securities,
commodities and/or foreign currency transactions.
DUAL CURRENCY NOTES
The Company may from time to time offer Notes (the 'Dual Currency Notes')
as to which the Company has a one time option, exercisable on any one of the
dates specified in the applicable Pricing Supplement (each an 'Option Election
Date') in whole, but not in part, with respect to all Dual Currency Notes issued
on the same day and having the same terms (a 'Tranche'), of thereafter making
all payments of principal, premium, if any, and interest (which payments would
otherwise be made in the Specified Currency of such Notes) in the optional
currency specified in the applicable Pricing Supplement (the 'Optional Payment
Currency'). Information as to the relative value of the Specified Currency
compared to the Optional Payment Currency will be set forth in the applicable
Pricing Supplement.
The Pricing Supplement for each issuance of Dual Currency Notes will
specify, among other things, the Specified Currency and Optional Payment
Currency of such issuance and the Designated Exchange Rate for such issuance,
which will be a fixed exchange rate used for converting amounts denominated in
the Specified Currency into amounts denominated in the Optional Payment Currency
(the 'Designated Exchange Rate'). The Pricing Supplement will also specify the
Option Election Dates and Interest Payment Dates for the related issuance of
Dual Currency Notes. Each Option Election Date will be a certain number of days
before an Interest Payment Date or the Maturity Date, as set forth in the
applicable Pricing Supplement, and will be the date on which the Company may
select whether to make all scheduled payments due thereafter in the Optional
Payment Currency rather than in the Specified Currency.
If the Company makes such an election, the amount payable in the Optional
Payment Currency shall be determined using the Designated Exchange Rate
specified in the applicable Pricing Supplement. If such election is made, notice
of such election shall be mailed in accordance with the terms of the applicable
Tranche of Dual Currency Notes within two Business Days of the Option Election
Date and shall state (i) the first date, whether an Interest Payment Date and/or
the Maturity Date, on which scheduled payments in the Optional Payment Currency
will be made and (ii) the Designated Exchange Rate. Any such notice by the
Company, once given, may not be
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<PAGE>
withdrawn. The equivalent value in the Specified Currency of payments made after
such an election may be less, at the then current exchange rate, than if the
Company had made such payment in the Specified Currency.
For Federal income tax purposes, holders of Dual Currency Notes may be
subject to rules which differ from the general rules applicable to holders of
other types of Notes offered hereby. The U.S. Federal income tax consequences of
the purchase, ownership and disposition of Dual Currency Notes will be set forth
in the applicable Pricing Supplement.
SUBSEQUENT INTEREST PERIODS
The Pricing Supplement relating to each Note will indicate whether the
Company has the option with respect to such Note to reset the interest rate, in
the case of a Fixed Rate Note, or to reset the Spread and/or Spread Multiplier,
in the case of a Floating Rate Note, and, if so, the date or dates on which such
interest rate or such Spread and/or Spread Multiplier, as the case may be, may
be reset (each an 'Optional Reset Date'). If the Company has such option with
respect to any Note, the following procedures shall apply, unless modified as
set forth in the applicable Pricing Supplement.
The Company may exercise such option with respect to a Note by notifying
the Trustee of such exercise at least 45 but not more than 60 days prior to an
Optional Reset Date for such Note. Not later than 40 days prior to such Optional
Reset Date, the Trustee will mail to the holder of such Note a notice (the
'Reset Notice') setting forth (i) the election of the Company to reset the
interest rate, in the case of a Fixed Rate Note, or the Spread and/or Spread
Multiplier, in the case of a Floating Rate Note, (ii) such new interest rate or
such new Spread and/or Spread Multiplier, as the case may be, and (iii) the
provisions, if any, for redemption during the period from such Optional Reset
Date to the next Optional Reset Date or, if there is no such next Optional Reset
Date, to the Stated Maturity of such Note (each such period a 'Subsequent
Interest Period'), including the date or dates on which or the period or periods
during which and the price or prices at which such redemption may occur during
such Subsequent Interest Period. Upon the transmittal by the Trustee of a Reset
Notice to the holder of a Note, such new interest rate or such new Spread and/or
Spread Multiplier, as the case may be, shall take effect automatically, and,
except as modified by the Reset Notice and as described in the next paragraph,
such Note will have the same terms as prior to the transmittal of such Reset
Notice.
Notwithstanding the foregoing, not later than 20 days prior to an Optional
Reset Date for a Note, the Company may, at its option, revoke the interest rate,
in the case of a Fixed Rate Note, or the Spread and/or Spread Multiplier, in the
case of a Floating Rate Note, provided for in the Reset Notice and establish an
interest rate, in the case of a Fixed Rate Note, or a Spread and/or Spread
Multiplier, in the case of a Floating Rate Note, that is higher than the
interest rate or Spread and/or Spread Multiplier, as the case may be, provided
for in the Reset Notice, for the Subsequent Interest Period commencing on such
Optional Reset Date by causing the Trustee to transmit notice of such higher
interest rate or higher Spread and/or Spread Multiplier, as the case may be, to
the holder of such Note. Such notice shall be irrevocable. All Notes with
respect to which the interest rate or Spread and/or Spread Multiplier is reset
on an Optional Reset Date and with respect to which the holders of such Notes
have not tendered such Notes for repayment (or have validly revoked any such
tender) pursuant to the next succeeding paragraph will bear such higher interest
rate, in the case of a Fixed Rate Note, or higher Spread and/or Spread
Multiplier, in the case of a Floating Rate Note, for the Subsequent Interest
Period.
If the Company elects to reset the interest rate or the Spread and/or
Spread Multiplier of a Note as described above, the holder of such Note will
have the option to elect repayment of such Note by the Company on any Optional
Reset Date at a price equal to the aggregate principal amount thereof
outstanding on, plus any interest accrued to, such Optional Reset Date. In order
for a Note to be so repaid on an Optional Reset Date, the holder thereof must
follow the procedures set forth below under 'Redemption and Repayment' for
optional repayment, except that the period for delivery of such Note or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to such Optional Reset Date and except that a holder who has tendered a Note for
repayment pursuant to a Reset Notice may, by written notice to the Trustee,
revoke any such tender for repayment until the close of business on the tenth
day prior to such Optional Reset Date.
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<PAGE>
EXTENSION OF MATURITY
The Pricing Supplement relating to each Note (other than an Amortizing
Note) will indicate whether the Company has the option to extend the Stated
Maturity of such Note for one or more periods (each an 'Extension Period') up to
but not beyond the date (the 'Final Maturity Date') set forth in such Pricing
Supplement. If the Company has such option with respect to any Note (other than
an Amortizing Note), the following procedures shall apply, unless modified as
set forth in the applicable Pricing Supplement.
The Company may exercise such option with respect to a Note (other than an
Amortizing Note) by notifying the Trustee of such exercise at least 50 but not
more than 60 days prior to the Stated Maturity of such Note in effect prior to
the exercise of such option (the 'Original Stated Maturity'). No later than 40
days prior to the Original Stated Maturity, the Trustee will mail to the holder
of such Note a notice (the 'Extension Notice') relating to such Extension
Period, setting forth (i) the election of the Company to extend the Original
Stated Maturity, (ii) the new Stated Maturity, (iii) in the case of a Fixed Rate
Note, the interest rate applicable to the Extension Period or, in the case of a
Floating Rate Note, the Spread and/or Spread Multiplier applicable to the
Extension Period and (iv) the provisions, if any, for redemption during the
Extension Period, including the date or dates on which or the period or periods
during which and the price or prices at which such redemption may occur during
the Extension Period. Upon the transmittal by the Trustee of an Extension Notice
to the holder of a Note, the Original Stated Maturity shall be extended
automatically, and, except as modified by the Extension Notice and as described
in the next paragraph, such Note will have the same terms as prior to the
transmittal of such Extension Notice.
Notwithstanding the foregoing, not later than 20 days prior to the Original
Stated Maturity for a Note, the Company may, at its option, revoke the interest
rate, in the case of a Fixed Rate Note, or the Spread and/or Spread Multiplier,
in the case of a Floating Rate Note, provided for in the Extension Notice and
establish an interest rate, in the case of a Fixed Rate Note, or a Spread and/or
Spread Multiplier, in the case of a Floating Rate Note, that is higher than the
interest rate or Spread and/or Spread Multiplier, as the case may be, provided
for in the Extension Notice, for the Extension Period by causing the Trustee to
transmit notice of such higher interest rate or higher Spread and/or Spread
Multiplier, as the case may be, to the holder of such Note. Such notice shall be
irrevocable. All Notes with respect to which the Stated Maturity is extended and
with respect to which the holders of such Notes have not tendered such Notes for
repayment (or have validly revoked any such tender) pursuant to the next
succeeding paragraph will bear such higher interest rate, in the case of a Fixed
Rate Note, or higher Spread and/or Spread Multiplier, in the case of a Floating
Rate Note, for the Extension Period.
If the Company elects to extend the Stated Maturity of a Note, the holder
of such Note will have the option to elect repayment of such Note by the Company
on the Original Stated Maturity at a price equal to the aggregate principal
amount thereof outstanding plus any accrued interest to such date. In order for
a Note to be so repaid on the Original Stated Maturity, the holder thereof must
follow the procedures set forth below under 'Redemption and Repayment' for
optional repayment, except that the period for delivery of such Note or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to the Original Stated Maturity and except that a holder who has tendered a Note
for repayment pursuant to an Extension Notice may, by written notice to the
Trustee, revoke any such tender for repayment until the close of business on the
tenth day prior to the Original Stated Maturity.
RENEWABLE NOTES
The Company may from time to time offer Notes which will mature on an
Interest Payment Date specified in the applicable Pricing Supplement occurring
in or prior to the twelfth month following the original Issue Date of such Notes
(the 'Initial Maturity Date') unless the term of all or any portion of any such
Note (a 'Renewable Note') is renewed in accordance with the procedures described
below.
On the Interest Payment Date occurring in the sixth month (unless a
different interval (the 'Special Election Interval') is specified in the
applicable Pricing Supplement) prior to the Initial Maturity Date of a Renewable
Note (the 'Initial Renewal Date') and on the Interest Payment Date occurring in
each sixth month (or in the last month of each Special Election Interval) after
such Initial Renewal Date (each, together with the Initial Renewal Date, a
'Renewal Date'), the term of such Renewable Note may be extended to the Interest
Payment Date occurring in the twelfth month (or, if a Special Election Interval
is specified in the applicable Pricing
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<PAGE>
Supplement, the last month in a period equal to twice the Special Election
Interval) after such Renewal Date, if the holder of such Renewable Note elects
to extend the term of such Renewable Note or any portion thereof as described
below. If a holder does not elect to extend the term of any portion of the
principal amount of a Renewable Note during the specified period prior to any
Renewal Date, such portion will become due and payable on the Interest Payment
Date occurring in the sixth month (or the last month in the Special Election
Interval) after such Renewal Date (the 'New Maturity Date').
A holder of a Renewable Note may elect to renew the term of such Renewable
Note, or if so specified in the applicable Pricing Supplement, any portion
thereof, by delivering a notice to such effect to the Trustee (or any duly
appointed paying agent) at the Corporate Trust Office not less than 15 nor more
than 30 days prior to such Renewal Date (unless another period is specified in
the applicable Pricing Supplement as the 'Special Election Period'). Such
election will be irrevocable and will be binding upon each subsequent holder of
such Renewable Note. An election to renew the term of a Renewable Note may be
exercised with respect to less than the entire principal amount of such
Renewable Note only if so specified in the applicable Pricing Supplement and
only in such principal amount, or any integral multiple in excess thereof, as is
specified in the applicable Pricing Supplement. Notwithstanding the foregoing,
the term of the Renewable Notes may not be extended beyond the Stated Maturity
specified for such Renewable Notes in the applicable Pricing Supplement.
If the holder does not elect to renew the term, such Renewable Note must be
presented to the Trustee (or any duly appointed paying agent) and, with respect
to a Renewable Note that is a certificate issued in definitive form, as soon as
practicable following receipt of such Renewable Note the Trustee (or any duly
appointed paying agent) shall issue in exchange therefor in the name of such
holder (i) a Note, in a principal amount equal to the principal amount of such
exchanged Renewable Note for which no election to renew the term thereof was
exercised, with terms identical to those specified on such Renewable Note
(except that such Note shall have a fixed, nonrenewable Stated Maturity on the
New Maturity Date) and (ii) if an election to renew is made with respect to less
than the full principal amount of such holder's Renewable Note, a replacement
Renewable Note, in a principal amount equal to the principal amount of such
exchanged Renewable Note for which the election to renew was made, with terms
identical to such exchanged Renewable Notes.
COMBINATION OF PROVISIONS
If so specified in the applicable Pricing Supplement, any Note may be
subject to all of the provisions, or any combination of the provisions,
described above under 'Subsequent Interest Periods,' 'Extension of Maturity' and
'Renewable Notes.'
REDEMPTION AND REPAYMENT
The Pricing Supplement relating to each Note will indicate either that such
Note cannot be redeemed prior to its Stated Maturity or that such Note will be
redeemable, in whole or in part, at the option of the Company on a date or dates
specified prior to such Stated Maturity at a price or prices, set forth in the
applicable Pricing Supplement, together with accrued interest to the date of
redemption. Unless otherwise specified in the applicable Pricing Supplement, the
Notes, other than Amortizing Notes, will not be subject to any sinking fund. The
Company may redeem any of the Notes that are redeemable and remain outstanding,
either in whole or from time to time in part, upon not less than 30 nor more
than 60 days' notice. Unless otherwise specified in the applicable Pricing
Supplement, if less than all of the Notes with like tenor and terms are to be
redeemed, the Notes to be redeemed shall be selected by the Trustee by such
method as the Trustee shall deem fair and appropriate.
The Pricing Supplement relating to each Note will indicate either that such
Note cannot be repaid at the option of the holder prior to its Stated Maturity
or that such Note will be repayable at the option of the holder thereof on a
date or dates specified prior to its Stated Maturity at a price or prices set
forth in the applicable Pricing Supplement, together with accrued interest to
the date of repayment.
Unless otherwise specified in the applicable Pricing Supplement, in order
for a Note to be repaid at the option of the holder thereof, the Company must
receive at least 30 days but not more than 45 days prior to the repayment date
the Note with the form entitled 'Option to Elect Repayment' on the reverse of or
otherwise accompanying the Note duly completed. Exercise of the repayment option
by the holder of a Note shall be irrevocable, except as otherwise described
above under 'Description of Notes--Subsequent Interest Periods'
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and 'Description of Notes--Extension of Maturity.' The repayment option may be
exercised by the holder of a Note for less than the aggregate principal amount
of the Note then outstanding provided that the principal amount of the Note
remaining outstanding after repayment is an authorized denomination.
With respect to a Global Security, the Depositary's nominee will be the
holder of such Global Security and therefore will be the only entity that can
exercise a right to repayment. See 'Description of Notes--Book-Entry Notes'
below. In order to ensure that the Depositary's nominee will timely exercise a
right to repayment with respect to a particular beneficial interest in a Global
Security, the beneficial owner of such interest must instruct the broker or
other direct or indirect participant through which it holds a beneficial
interest in such Global Security to notify the Depositary of its desire to
exercise a right to repayment. Different firms have different cut-off times for
accepting instructions from their customers and, accordingly, each beneficial
owner should consult the broker or other direct or indirect participant through
which it holds an interest in a Global Security in order to ascertain the
cut-off time by which such an instruction must be given in order for timely
notice to be delivered to the Depositary.
Notwithstanding anything in this Prospectus Supplement to the contrary,
unless otherwise specified in the applicable Pricing Supplement, if a Note is a
Discount Note, the amount payable on such Note in the event of redemption or
repayment prior to its Stated Maturity will be the Amortized Face Amount of such
Note, as specified in the applicable Pricing Supplement, as of the date of
redemption or repayment, as the case may be.
REPURCHASE
The Company may at any time purchase Notes at any price or prices in the
open market or otherwise. Notes so purchased by the Company may, at the
discretion of the Company, be held or resold or may be surrendered to the
Trustee for cancellation.
OTHER PROVISIONS
Any provisions with respect to the determination of an interest rate basis,
the specification of an interest rate basis, calculation of the interest rate
applicable to, or the principal payable at Maturity on, any Note, its Interest
Payment Dates or any other matter relating thereto may be modified by the terms
as specified under 'Other Provisions' on the face of such Note, or in an
addendum relating thereto if so specified on the face thereof, and in the
applicable Pricing Supplement.
BOOK-ENTRY NOTES
Global Securities will be deposited with, or on behalf of, the Depositary
and registered in the name of the Depositary's nominee. Except as set forth
below, a Global Security may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor of the Depositary or a nominee of such successor.
Unless otherwise specified in the applicable Pricing Supplement, DTC will be the
Depositary.
Principal and interest payments on the Notes represented by one or more
Global Securities will be made by the Company to the Depositary or its nominee,
as the case may be, as the registered owner of the related Global Security or
Securities. The Company expects that the Depositary or its nominee, upon receipt
of any payment of principal or interest in respect of Global Securities, will
credit immediately the accounts of the related participants with payment in
amounts proportionate to their respective holdings in principal amount of
beneficial interests in such Global Securities as shown on the records of the
Depositary. Neither the Company nor the Trustee or any Paying Agent will have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of Global Securities,
or for maintaining, supervising or reviewing any records relating to such
beneficial interests. The Company also expects that payments by participants to
owners of beneficial interests in Global Securities held through such
participants will be governed by standing customer instructions and customary
practices, as is the case with securities registered in 'street name.' Such
instructions will be the responsibility of such participants.
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<PAGE>
If an issue of Notes is denominated in a currency other than the U.S.
dollar, the Company will make payments of principal and any interest in the
currency in which the Notes are denominated (the 'foreign currency') or in U.S.
dollars. DTC has elected to have all such payments of principal and interest in
U.S. dollars unless notified by any of its participants through which an
interest in the Notes is held that it elects, in accordance with and to the
extent permitted by the applicable Pricing Supplement and the Note, to receive
such payment of principal or interest in the foreign currency. On or prior to
the third Business Day after the record date for payment of interest and twelve
days prior to the date for payment of principal, such participant shall notify
DTC of (i) its election to receive all, or the specified portion, of such
payment in the foreign currency and (ii) its instructions for wire transfer of
such payment to a foreign currency account.
DTC will notify the Paying Agent on or prior to the fifth Business Day
after the record date for payment of interest and ten days prior to the date for
payment of principal of the portion of such payment to be received in the
foreign currency and the applicable wire transfer instructions, and the Paying
Agent shall use such instructions to pay the participants directly. If DTC does
not so notify the Paying Agent, it is understood that only U.S. dollar payments
are to be made. The Paying Agent shall notify DTC on or prior to the second
Business Day prior to the payment date of the conversion rate to be used and the
resulting U.S. dollar amount to be paid per $1,000 face amount. In the event
that the Paying Agent's quotation to convert the foreign currency into U.S.
dollars is not available, the Paying Agent shall notify DTC's Dividend
Department that the entire payment is to be made in the foreign currency. In
such event, DTC will ask its participants for payment instructions and forward
such instructions to the Paying Agent and the Paying Agent shall use such
instructions to pay the participants directly.
A further description of the Depositary's procedures with respect to Global
Securities is set forth in the accompanying Prospectus under 'Description of
Securities--Global Securities.'
IMPORTANT CURRENCY EXCHANGE INFORMATION
Each purchaser of a Note is required to pay for such Note in the Specified
Currency thereof. Currently, there are limited facilities in the United States
for conversion of U.S. dollars into foreign currencies and vice versa, and banks
do not generally offer non-U.S. dollar checking or savings account facilities in
the United States. However, if requested by a prospective purchaser of Notes
denominated in a Specified Currency other than U.S. dollars, the Agent will
arrange for the conversion of U.S. dollars into such Specified Currency to
enable the purchaser to pay for such Notes. Such request must be made on or
before the fifth Business Day preceding the date of delivery of the Notes, or by
such other date as is determined by the Agent. Each such conversion will be made
by the Agent on such terms and subject to such conditions, limitations and
charges as the Agent may from time to time establish in accordance with its
regular foreign exchange practice. All costs of any such exchange will be borne
by the purchasers of the Notes requesting such conversion.
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<PAGE>
FOREIGN CURRENCY RISKS
GOVERNING LAW AND JUDGMENTS
The Notes will state that they will be governed by and construed in
accordance with the laws of the State of New York. Courts in the United States
have not customarily rendered judgments for money damages denominated in any
currency other than the U.S. dollar. The Judiciary Law of the State of New York
provides, however, that judgment rendered in an action based upon an obligation
denominated in a currency other than U.S. dollars will be rendered in the
foreign currency of the underlying obligation and converted into U.S. dollars at
a rate of exchange prevailing on the date of the entry of the judgment or
decree.
EXCHANGE RATES AND EXCHANGE CONTROLS
An investment in Notes that are denominated in a Specified Currency other
than U.S. dollars ('Foreign Currency Notes') entails significant risks that are
not associated with a similar investment in a security denominated in U.S.
dollars. Similarly, an investment in a Currency Indexed Note entails significant
risks that are not associated with a similar investment in non-Indexed Notes.
Such risks include, without limitation, the possibility of significant market
changes in rates of exchange between U.S. dollars and such Specified Currency
(or, in the case of each Currency Indexed Note, the rate of exchange between the
Denominated Currency and the Indexed Currency for such Currency Indexed Note),
the possibility of significant changes in rates of exchange between U.S. dollars
and such Specified Currency (or, in the case of each Currency Indexed Note,
changes in rates of exchange between the Denominated Currency and the Indexed
Currency for such Currency Indexed Note) resulting from official redenomination
with respect to such Specified Currency (or, in the case of each Currency
Indexed Note, with respect to the Denominated Currency or the Indexed Currency
therefor) and the possibility of the imposition or modification of foreign
exchange controls by either the United States or foreign governments. Such risks
generally depend on factors over which the Company has no control, such as
economic and political events, and on the supply of and demand for the relevant
currencies. In recent years, rates of exchange between the U.S. dollar and
certain foreign currencies, and between certain foreign currencies and other
foreign currencies, have been volatile, and such volatility may be expected in
the future. Fluctuations that have occurred in any particular exchange rate in
the past are not necessarily indicative, however, of fluctuations that may occur
in the rate during the term of any Foreign Currency Note or any Currency Indexed
Note. Depreciation of the Specified Currency of a Foreign Currency Note against
U.S. dollars would result in a decrease in the effective yield of such Foreign
Currency Note below its coupon rate and, in certain circumstances, could result
in a loss to the investor on a U.S. dollar basis. Similarly, depreciation of the
Denominated Currency with respect to a Currency Indexed Note against the
applicable Indexed Currency would result in the principal amount payable with
respect to such Currency Indexed Note at the date of Maturity being less than
the Face Amount of such Currency Indexed Note which, in turn, would decrease the
effective yield of such Currency Indexed Note below its stated interest rate and
could also result in a loss to the investor. See 'Description of Notes--Currency
Indexed Notes.'
Governments have imposed from time to time, and may in the future impose,
exchange controls that could affect exchange rates as well as the availability
of a Specified Currency (other than U.S. dollars) at the time of payment of
principal of, or premium, if any, or interest on, a Foreign Currency Note. There
can be no assurance that exchange controls will not restrict or prohibit
payments of principal (and premium, if any) or interest in any such Specified
Currency. Even if there are no actual exchange controls, it is possible that
such Specified Currency would not be available to the Company when payments on
such Note are due because of circumstances beyond the control of the Company. In
any such event, the Company will make required payments in U.S. dollars on the
basis described herein. See 'Description of Notes--Payment Currency' and
'Description of Notes-- Currency Indexed Notes--Payment of Principal and
Interest.'
THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS DO NOT, AND ANY
PRICING SUPPLEMENT WILL NOT, DESCRIBE ALL THE RISKS OF AN INVESTMENT IN NOTES
DENOMINATED IN, OR THE PAYMENT OF WHICH IS RELATED TO THE VALUE OF, A CURRENCY
OR COMPOSITE CURRENCY OTHER THAN U.S. DOLLARS, AND THE COMPANY DISCLAIMS ANY
RESPONSIBILITY TO ADVISE PROSPECTIVE INVESTORS OF SUCH RISKS AS THEY EXIST AT
THE DATE OF THIS PROSPECTUS SUPPLEMENT OR AS SUCH RISKS MAY
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CHANGE FROM TIME TO TIME. PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN
FINANCIAL AND LEGAL ADVISORS AS TO THE RISKS ENTAILED BY AN INVESTMENT IN SUCH
NOTES. SUCH NOTES ARE NOT AN APPROPRIATE INVESTMENT FOR INVESTORS WHO ARE
UNSOPHISTICATED WITH RESPECT TO FOREIGN CURRENCY TRANSACTIONS.
Unless otherwise specified in the applicable Pricing Supplement, no Foreign
Currency Note will be sold in or to residents of the country issuing the
Specified Currency of such Foreign Currency Note. The information set forth in
this Prospectus Supplement is directed to prospective purchasers who are United
States residents, and the Company disclaims any responsibility to advise
prospective purchasers who are residents of countries other than the United
States with respect to any matters that may affect the purchase, holding or
receipt of payments of principal (and premium, if any) or interest on such
Foreign Currency Notes. Such persons should consult their own counsel with
regard to such matters.
Pricing Supplements relating to Foreign Currency Notes or Currency Indexed
Notes will contain information concerning historical exchange rates for the
applicable Specified Currency or Denominated Currency against the U.S. dollar or
other relevant currency (including, in the case of Currency Indexed Notes, the
applicable Indexed Currency), a description of such currency or currencies and
any exchange controls affecting such currency or currencies. The information
therein concerning exchange rates is furnished as a matter of information only
and should not be regarded as indicative of the range of or trends in
fluctuations in currency exchange rates that may occur in the future.
CERTAIN FEDERAL TAX CONSEQUENCES
The following is a summary of certain United States Federal income tax
consequences of the purchase, ownership and disposition of the Notes as of the
date hereof. It deals only with Notes held as capital assets and does not deal
with persons in special tax situations, such as financial institutions,
insurance companies, tax-exempt organizations, dealers in securities or
currencies, persons holding Notes as a hedge against currency risks or as a
position in a 'straddle' for tax purposes, or persons whose functional currency
is not the U.S. dollar. It also does not deal with state, local or foreign tax
consequences or with holders other than original purchasers. This summary is
based upon the provisions of the Code and regulations, rulings and judicial
decisions thereunder as of the date hereof, which authorities may be repealed,
revoked or modified, possibly with retroactive effect, so as to result in
Federal income tax consequences different from those discussed below.
Persons considering the purchase of the Notes should consult their tax
advisors concerning the application of United States Federal income tax laws to
their particular situations as well as any consequences arising under the laws
of any state, local or foreign taxing jurisdiction. The material Federal income
tax consequences of Indexed Notes, Currency Indexed Notes, Dual Currency Notes,
or Notes containing terms that result in consequences other than those described
below will be addressed in the applicable pricing supplement.
As used herein, the term 'U.S. Holder' means a beneficial owner of a Note
that is for United States Federal income tax purposes (i) a citizen or resident
of the United States, (ii) a corporation, partnership or other entity created or
organized in or under the laws of the United States or of any political
subdivision thereof, or (iii) an estate or trust the income of which is subject
to United States Federal income taxation regardless of its source. As used
herein, the term 'non-U.S. Holder' means a holder of a Note that is not a U.S.
Holder.
U.S. HOLDERS
Payments of Interest on the Notes
Interest paid on a Note (whether in U.S. dollars or in other than U.S.
dollars) that is not a Discount Note (as defined below) will generally be
taxable to a U.S. Holder as ordinary interest income at the time it accrues or
is received, in accordance with the U.S. Holder's method of accounting for
Federal income tax purposes.
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Discount Notes
The following discussion is a summary of the principal United States
Federal income tax consequences of the ownership and disposition of Discount
Notes (as defined below) by U.S. Holders, which is based upon certain Treasury
regulations issued on January 27, 1994 (the 'OID Regulations'). Additional rules
applicable to Discount Notes that are denominated in a Specified Currency (as
defined below) other than the U.S. dollar, or have payments of interest or
principal determined by reference to the value of one or more currencies or
currency units other than the U.S. dollar, are described under 'Foreign Currency
Notes' below.
Under the OID Regulations, a Note with an 'issue price' that is less than
its 'stated redemption price at maturity' generally will carry original issue
discount ('OID') for United States Federal income tax purposes (a 'Discount
Note'), unless such difference is less than a specified de minimis amount. In
general, the stated redemption price at maturity of a Discount Note is the total
of all payments required to be made under the Discount Note other than
'qualified stated interest' payments. 'Qualified stated interest' is stated
interest that is unconditionally payable in cash or property (other than debt
instruments of the issuer) at least annually at a single fixed rate of interest.
In addition, qualified stated interest includes stated interest with respect to
a variable rate debt instrument that is unconditionally payable at least
annually at a single qualified floating rate or a rate that is determined using
a single fixed formula based on one or more qualified floating rates.
A U.S. Holder of Discount Notes is required to include qualified stated
interest in income at the time it is received or accrued, in accordance with
such holder's method of accounting. In addition, U.S. Holders of Discount Notes
that mature more than one year from the date of issuance will be required to
include OID in income for United States Federal income tax purposes as it
accrues, in accordance with a constant yield method, before the receipt of cash
payments attributable to such income, but such holders will not be required to
include separately in income cash payments received on such Notes, even if
denominated as interest, to the extent they do not constitute qualified stated
interest.
All stated interest on a Note that matures one year or less from its date
of issuance (a 'short-term Discount Note') is included in its stated redemption
price at maturity. In general, a U.S. Holder who uses the cash method of tax
accounting is not required to accrue OID on a short-term Discount Note unless
such holder elects to do so. U.S. Holders who report income on the accrual
method, cash method U.S. Holders who elect to include OID on short-term Discount
Notes in income, and certain other holders, including banks and dealers in
securities, are required to include OID (or, alternatively, acquisition
discount) on such short-term Discount Notes on a straight-line basis, unless an
election is made to accrue the OID according to a constant yield method. In the
case of a U.S. Holder who is not required, and does not elect, to include OID in
income currently, (i) any gain realized on the sale, exchange or retirement of a
short-term Discount Note will be ordinary interest income to the extent of the
OID accrued on a straight-line basis (or, alternatively, upon election, under
the constant yield method) through the date of sale, exchange or retirement and
(ii) such U.S. Holder will be required to defer the deduction of all or a
portion of any interest paid on indebtedness incurred to purchase short-term
Discount Notes until a corresponding amount of OID is included in such holder's
income.
U.S. Holders are permitted to elect to include all interest on a Note,
including stated interest, acquisition discount, OID, de minimis OID, market
discount, de minimis market discount, and unstated interest, as adjusted by any
amortizable bond premium or acquisition premium, under a constant yield method.
U.S. Holders considering such an election should consult their tax advisor.
Market Discount and Acquisition Premium
A Note (other than a Discount Note) purchased for an amount that is less
than its stated redemption price at maturity or, in the case of a Discount Note,
its adjusted issue price, will have 'market discount' equal to such difference,
which generally will be taxable as ordinary income upon disposition of such Note
(unless such difference is less than a specified de minimis amount). A Discount
Note purchased for an amount that is greater than its adjusted issue price, but
less than or equal to the sum of all amounts payable on the Note after the
purchase date (other than qualified stated interest), will have 'acquisition
premium' equal to such excess, which reduces the OID with respect to such Note
for any taxable year by a certain fraction.
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Amortizable Bond Premium
A Note purchased for an amount greater than its stated redemption price at
maturity will have 'amortizable bond premium' equal to such excess, which a U.S.
Holder may elect to amortize, using a constant yield method. However, if the
Note may be optionally redeemed at a price in excess of its stated redemption
price at maturity, special rules would apply which could result in a deferral of
the amortization of some bond premium until later in the term of the Note.
Sale, Exchange or Retirement of the Notes
Upon the sale, exchange or retirement of a Note, a U.S. Holder generally
will recognize taxable gain or loss equal to the difference between the amount
realized and such holder's adjusted tax basis in the Note, except to the extent
attributable to accrued interest. A U.S. Holder's adjusted tax basis in a Note
generally will equal the cost of the Note to such holder, increased by the
amounts of any market discount, OID and de minimis OID previously included in
income by the holder with respect to such Note and reduced by any amortized bond
premium and any principal payments received by the U.S. Holder and, in the case
of a Discount Note, by the amounts of any other payments that do not constitute
qualified stated interest.
Foreign Currency Notes
The following discussion summarizes the principal United States Federal
income tax consequences to a U.S. Holder of the ownership and disposition of
certain Notes (other than Indexed Notes, Currency Indexed Notes and Dual
Currency Notes) that are denominated in a Specified Currency other than the U.S.
dollar or the payments of interest or principal on which are payable in one or
more currencies or currency units other than the U.S. dollar (a 'Foreign
Currency Note'). Such Foreign Currency Notes also may be subject to the rules
discussed above regarding original issue discount, market discount, acquisition
premium, etc. The summary generally is based upon certain Treasury regulations
issued pursuant to Section 988 of the Code on March 16, 1992 (the 'Section 988
Regulations').
Payments of Interest on Foreign Currency Notes
Cash Method. A U.S. Holder who uses the cash method of accounting for
Federal income tax purposes and who receives a payment of qualified stated
interest on a Foreign Currency Note will be required to include in income the
U.S. dollar value of the foreign currency payment (determined at the spot rate
on the date such payment is received or paid) regardless of whether the payment
is in fact converted to U.S. dollars at that time, and such U.S. dollar value
will be the U.S. Holder's tax basis in such foreign currency. No exchange gain
or loss will be recognized with respect to the receipt of such payment.
Accrual Method. A U.S. Holder who uses the accrual method of accounting
for Federal income tax purposes, or who otherwise is required to accrue interest
prior to receipt (e.g., under the OID rules), will be required to include in
income the U.S. dollar value of the amount of interest income (including OID (as
adjusted for acquisition premium, if any) or market discount and reduced by
amortizable bond premium to the extent applicable) that has accrued and is
otherwise required to be taken into account with respect to a Foreign Currency
Note during an accrual period. The U.S. dollar value of such accrued income will
be determined by translating such income at the average rate of exchange for the
accrual period or, with respect to an accrual period that spans two taxable
years, at the average rate for the partial period within the taxable year. A
U.S. Holder may elect, however, to translate such accrued interest income using
the rate of exchange on the last day of the accrual period or, with respect to
an accrual period that spans two taxable years, using the rate of exchange on
the last day of the taxable year. A U.S. Holder will recognize exchange gain or
loss (which will be treated as ordinary income or loss) with respect to accrued
interest income on the date such income is received equal to the difference, if
any, between the U.S. dollar value of the foreign currency received (determined
on the date payment is received) in respect of such accrual period and the U.S.
dollar value of interest income that has accrued during such accrual period (as
determined above).
Rules similar to those described above apply in the case of OID, market
discount and amortizable bond premium.
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Sale, Exchange or Retirement of Foreign Currency Notes
A U.S. Holder will have a tax basis in any foreign currency received on the
sale, exchange or retirement of a Foreign Currency Note equal to the U.S. dollar
value of such foreign currency, determined at the time of such sale, exchange or
retirement. Any gain or loss realized by a U.S. Holder on a sale or other
disposition of foreign currency (including its exchange for U.S. dollars or its
use to purchase Foreign Currency Notes) will be ordinary income or loss.
A U.S. Holder's tax basis in, and amount realized on the sale of, a Foreign
Currency Note, and the amount of any subsequent adjustment to the holder's tax
basis, will be the U.S. dollar value of the foreign currency amount paid for
such Foreign Currency Note, or of the foreign currency amount of the adjustment,
determined on the date of such purchase or adjustment.
Gain or loss realized upon the sale, exchange or retirement of a Foreign
Currency Note will be ordinary income or loss to the extent it is attributable
to fluctuations in currency exchange rates.
Backup Withholding and Information Reporting
Under current Federal income tax law, information reporting and a 31%
backup withholding tax are required with respect to certain interest and
principal payments made to, and the proceeds of sales before maturity by,
certain holders (other than corporations) if such persons fail to supply
taxpayer identification numbers and other information. Amounts withheld under
the backup withholding rules would be allowed as a refund or a credit against
the U.S. Holder's Federal income tax provided that the required information is
furnished to the Internal Revenue Service (the 'Service').
NON-U.S. HOLDERS
A non-U.S. Holder will generally not be subject to United States Federal
income taxes, including withholding taxes, on payments of principal, premium, if
any, or interest (including OID, if any) on a Note or coupon, or any gain
arising from the sale or disposition of a Note or coupon, provided that (i) any
such income is not effectively connected with the conduct of a trade or business
within the U.S., (ii) such non-U.S. Holder is not a person who owns (directly or
by attribution) ten percent or more of the total combined voting power of all
classes of stock of the Company, (iii) with respect to any gain, such non-U.S.
Holder (if an individual) is not present in the U.S. 183 days or more during the
taxable year of the disposition and does not have a 'tax home' (as defined in
section 911(d)(3) of the Code) in the U.S. and (iv) required certification of
the non-U.S. status of the beneficial owner is provided to the Company or its
agents.
The 31% 'backup' withholding and information reporting requirements will
generally not apply to payments by the Company or its agents of principal,
premium, if any, and interest on a Note, and to proceeds of the sale or
redemption of a Note before maturity, with respect to a non-U.S. Holder that
provides the Company or its agent with the certification of non-U.S. status.
Non-U.S. Holders of Notes should consult their tax advisors regarding the
application of information reporting and backup withholding in their particular
situations, the availability of an exemption therefrom, and the procedure for
obtaining such an exemption, if available. Any amounts withheld from a payment
to a non-U.S. Holder under the backup withholding rules will be allowed as a
credit against such holder's United States Federal income tax liability and may
entitle such holder to a refund, provided that the required information is
furnished to the Service.
PLAN OF DISTRIBUTION
The Notes are being offered on a continuing basis by the Company through
the Agents, each of which has agreed to use reasonable efforts to solicit
purchases of the Notes. The Company also may sell Notes to the Agents, as
principal. Unless otherwise indicated in the applicable Pricing Supplement, a
Note sold to an Agent as principal will be purchased by such Agent at a price
equal to 100% of the principal amount thereof less a percentage equal to the
commission applicable to an agency sale of a note of identical maturity. Such
Notes may be resold to investors and other purchasers from time to time at
market prices prevailing at the time of sale, at
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prices related to such prevailing prices, at a fixed price or prices, which may
be changed, or at negotiated prices. The Agents may sell Notes that they have
purchased as principal to other dealers and such Notes may be sold at a discount
which, unless otherwise specified in the applicable Pricing Supplement, will not
exceed the discount to be received by the Agents from the Company. The Company
reserves the right to sell Notes directly on its own behalf, by itself or
through an affiliate, in those jurisdictions where authorized to do so. Notes
also may be offered through other agents, which offerings will be on
substantially the same terms and conditions as those described above for
offerings through the Agents. In such case, the names of the other agents and
any terms of such agency which differ from those described herein will be set
forth in a Pricing Supplement. The Company will have the sole right to accept
offers to purchase Notes and may reject any proposed purchase of Notes in whole
or in part. Each Agent will have the right, in its discretion reasonably
exercised, to reject any proposed purchase of Notes through it in whole or in
part. The Company will pay the Agents a commission in the form of a discount
ranging from 0.125% to 0.750% of the principal amount of Notes sold through them
depending upon Note maturity. The commission payable by the Company to the
Agents with respect to Notes with maturities of 30 years or more will be
negotiated at the time the Company issues such Notes. No commission will be
payable on any sales made directly by the Company.
Payment of the purchase price of the Notes will be required to be made in
immediately available funds in New York City on the date of settlement.
The Agents may be deemed to be 'underwriters' within the meaning of the
Securities Act of 1933, as amended (the 'Securities Act'). The Company has
agreed to indemnify the Agents against certain liabilities, including
liabilities under the Securities Act, or to contribute to the payments the
Agents may be required to make in respect thereof, and will reimburse the Agents
for certain legal and other expenses incurred by them in connection with the
offer and sale of the Notes.
The Agents have advised the Company that they may make a market in the
Notes as permitted by applicable laws and regulations; however, the Agents are
not obligated to do so. There can be no assurance that there will be a secondary
market for the Notes.
Concurrently with the offering of Notes through the Agents as described
herein, the Company may issue other Debt Securities pursuant to the Indenture
referred to in the Prospectus.
In the ordinary course of their respective businesses, the Agents and their
affiliates have in the past provided, and may in the future provide, investment
banking, commercial banking and other services to the Company and its
affiliates.
LEGAL OPINIONS
The validity of the Notes offered hereby will be passed upon for the
Company by Mark L. Jones, General Attorney of the Company and for the Agents by
Cravath, Swaine & Moore, New York, New York. Mr. Jones beneficially owns, or has
rights to acquire under employee benefit plans, an aggregate of less than 1% of
the common stock of the Company. Cravath, Swaine & Moore has from time to time
acted as counsel for the Company and may do so in the future.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PRELIMINARY PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY
SUCH STATE.
SUBJECT TO COMPLETION DATED MARCH 3, 1997
$900,000,000
[LOGO] UNION PACIFIC RESOURCES GROUP INC.
DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK
WARRANTS
UPRG CAPITAL TRUST I
UPRG CAPITAL TRUST II
UPRG CAPITAL TRUST III
TRUST PREFERRED SECURITIES FULLY AND UNCONDITIONALLY
GUARANTEED BY UNION PACIFIC RESOURCES GROUP INC.
------------------------
Union Pacific Resources Group Inc., a Utah Corporation (the 'Company'), may
issue from time to time, together or separately, (i) unsecured senior debt
securities (the 'Senior Debt Securities'), (ii) unsecured subordinated debt
securities (the 'Subordinated Debt Securities' and, together with the Senior
Debt Securities, the 'Debt Securities'), (iii) warrants to purchase Senior Debt
Securities (the 'Debt Warrants'), (iv) shares of preferred stock, without par
value, of the Company (the 'Preferred Stock'), (v) warrants to purchase shares
of Preferred Stock (the 'Preferred Stock Warrants'), (vi) shares of common
stock, without par value, of the Company (the 'Common Stock'), and (vii)
warrants to purchase shares of Common Stock (the 'Common Stock Warrants'), in
amounts, at prices and on terms to be determined by market conditions at the
time of offering. The Debt Warrants, Preferred Stock Warrants and Common Stock
Warrants are referred to herein collectively as the 'Warrants', and the Debt
Securities, Preferred Stock, Common Stock and the Warrants are referred to
herein collectively as the 'Company Securities'.
UPRG Capital Trust I, UPRG Capital Trust II and UPRG Capital Trust III
(each, a 'UPRG Trust' and collectively, the 'UPRG Trusts'), each a statutory
business trust formed under Delaware law, may offer, from time to time,
preferred securities (the 'Trust Preferred Securities') with the payment of
dividends and payments on liquidation or redemption of the Trust Preferred
Securities issued by each such UPRG Trust guaranteed on a subordinated basis by
the Company to the extent described herein and in an accompanying prospectus
supplement (the 'Trust Guarantees'). The Company will be the owner of the trust
interests represented by common securities (the 'Trust Common Securities') to be
issued by each UPRG Trust. Unless indicated otherwise in a prospectus
supplement, each UPRG Trust exists for the sole purpose of issuing its trust
interests and investing the proceeds thereof in Subordinated Debt Securities.
The Company Securities and the Trust Preferred Securities are referred to herein
collectively as the 'Offered Securities'.
The Offered Securities may be issued in one or more series or issuances and
will be limited to $900,000,000 in aggregate public offering price (or its
equivalent, based on the applicable exchange rate, to the extent Debt Securities
are issued for one or more foreign currencies or currency units). The Offered
Securities may be sold for U.S. dollars, or any foreign currency or currencies
or currency units, and the principal of, any premium on, and any interest on,
the Debt Securities may be payable in U.S. dollars, or any foreign currency or
currencies or currency units.
The Offered Securities may be offered separately or as units with other
Offered Securities, in separate series in amounts, at prices and on terms to be
determined at or prior to the time of sale. The sale of other securities under
the Registration Statement of which this Prospectus forms a part or under a
Registration Statement to which this Prospectus relates will reduce the amount
of Offered Securities which may be sold hereunder.
The specific terms of the Offered Securities in respect of which this
Prospectus is being delivered are set forth in the accompanying Prospectus
Supplement (the 'Prospectus Supplement'), including, where applicable, (i) in
the case of Debt Securities, the specific designation, aggregate principal
amount, authorized denomination, initial offering price, maturity (which may be
fixed or extendible), premium (if any), interest rate (which may be fixed or
floating), time of and method of calculating the payment of interest, if any,
the currency in which principal, premium, if any, and interest, if any, are
payable, any redemption or sinking fund terms and other specific terms; (ii) in
the case of Preferred Stock or Trust Preferred Securities, the designation,
number of shares, liquidation preference per share, initial public offering
price, dividend rate (or method of calculation thereof), dates on which
dividends shall be payable and dates from which dividends shall accrue, any
redemption or sinking fund provisions and any conversion or exchange provisions;
(iii) in the case of Common Stock, the number of shares and the terms of the
offering and sale thereof; (iv) in the case of Warrants, the number and terms
thereof, the designation, description and the number of securities issuable upon
exercise, the exercise price, the terms of the offering and sale thereof and
where applicable, the duration and detachability thereof; and (v) in the case of
all Offered Securities, whether such Offered Securities will be offered
separately or as a unit with other Offered Securities. The Prospectus Supplement
will also contain information, where applicable, about certain United States
Federal income tax considerations relating to, and any listing on a securities
exchange of, the Offered Securities covered by the Prospectus Supplement.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Offered Securities will be sold directly, through agents, dealers or
underwriters as designated from time to time, or through a combination of such
methods. If any agents of the Company or the UPRG Trusts or any dealers or
underwriters are involved in the sale of the Offered Securities in respect of
which this Prospectus is being delivered, the names of such agents, dealers or
underwriters and any applicable agent's commission, dealer's purchase price or
underwriter's discount will be set forth in or may be calculated from the
Prospectus Supplement. The net proceeds to the Company or the UPRG Trusts from
such sale will be the purchase price less such commission in the case of an
agent, the purchase price in the case of a dealer, or the public offering price
less such discount in the case of an underwriter and less, in each case, other
attributable issuance expenses. See 'Plan of Distribution'.
This Prospectus may not be used to consummate sales of Offered Securities
unless accompanied by a Prospectus Supplement.
THE DATE OF THIS PROSPECTUS IS , 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the 'Exchange Act'), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the 'Commission') relating to its business, financial position,
results of operations and other matters. Such reports and other information can
be inspected and copied at the Public Reference Section maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549
and at certain of its Regional Offices, located at Northwest Atrium Center
(Suite 1400), 500 West Madison Street, Chicago, Illinois 60661, and Seven World
Trade Center, 13th Floor, New York, New York 10048. Copies of such material can
also be obtained from the Public Reference Section of the Commission at
prescribed rates. Such material can also be inspected at the offices of the New
York Stock Exchange, 20 Broad Street, New York, New York 10005. Such material
may also be accessed electronically by means of the Commission's home page on
the Internet (http://www.sec.gov).
No separate financial statements of the UPRG Trusts have been included or
incorporated by reference herein. Neither the UPRG Trusts nor the Company
considers such financial statements material to holders of Trust Preferred
Securities because (i) all of the voting securities of each UPRG Trust will be
owned, directly or indirectly, by the Company, a reporting company under the
Exchange Act, (ii) no UPRG Trust has independent operations but rather each
exists for the purpose of issuing securities representing undivided beneficial
interests in the assets of such UPRG Trust and investing the proceeds thereof in
Subordinated Debt Securities, and (iii) the obligations of the UPRG Trusts under
the Trust Preferred Securities are fully and unconditionally guaranteed on a
subordinated basis by the Company to the extent set forth herein. See 'The UPRG
Trusts' and 'Description of Trust Preferred Securities and Trust
Guarantees--Trust Guarantees.'
The Company and the UPRG Trusts have filed with the Commission a joint
registration statement (the 'Registration Statement') under the Securities Act
of 1933, as amended (the 'Securities Act'), with respect to the securities
offered hereby. This Prospectus does not contain all the information set forth
in the Registration Statement, certain parts of which are omitted in accordance
with the rules and regulations of the Commission. Reference is made to the
Registration Statement and to the exhibits relating thereto for further
information with respect to the Company, the UPRG Trusts and the securities
offered hereby.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference herein its Annual Report on
Form 10-K for the year ended December 31, 1995, its Quarterly Reports on Form
10-Q for the quarterly periods ended March 31, 1996, June 30, 1996 and September
30, 1996, and its Current Reports on Form 8-K dated September 30, 1996, and
October 29, 1996, all of which have been previously filed with the Commission
under File No. 1-13916, and the description of capital stock of the Company that
is contained in the Registration Statement filed under the Exchange Act under
File No. 1-13916, including all amendments or reports filed for the purpose of
updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and before the
termination of the offering of the Offered Securities offered hereby shall be
deemed incorporated herein by reference, and such documents shall be deemed to
be a part hereof from the date of filing such documents. Any statement contained
herein, in a document incorporated or deemed to be incorporated by reference
herein, or in the accompanying Prospectus Supplement, shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein or in the accompanying Prospectus
Supplement modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the above documents incorporated or deemed to be
incorporated herein by reference (other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference into the documents that
this Prospectus incorporates). Written or oral requests should be directed to:
Union Pacific Resources Group Inc., 801 Cherry Street, Fort Worth, Texas 76102,
Attention: Secretary (Telephone 817-877-6000).
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<PAGE>
THE COMPANY
The Company is one of the largest independent energy companies in North
America and is engaged primarily in the exploration for and the development and
production of natural gas, natural gas liquids and crude oil in several major
producing basins in the United States and Canada. The Company emphasizes natural
gas in its exploration and production activities and also owns and operates
significant assets, in proximity to its principal producing properties,
dedicated to 'gas value chain' activities, which consist of the gathering,
processing, transportation and marketing of natural gas and natural gas liquids.
The Company, through its wholly owned subsidiary, Union Pacific Fuels, Inc. ('UP
Fuels'), markets a substantial portion of the Company's natural gas and
substantially all of its natural gas liquids and its crude oil, together with
significant volumes of natural gas, natural gas liquids and crude oil produced
by others. UP Fuels ranks among the largest natural gas and natural gas liquids
marketers in the United States. In addition, the Company engages in the hard
minerals business through non-operated joint venture and royalty interests in
several coal and trona (natural soda ash) mines.
The Company's oil and gas activities are concentrated in six core
geographic areas: (1) the Austin Chalk trend in Texas and Louisiana, (2) the
Rockies, consisting of the western portion of the Land Grant Area (as defined
below) in Wyoming and Utah, (3) Plains/Canada, consisting of the eastern portion
of the Land Grant Area in Wyoming and Colorado, with additional operations in
Kansas and western Canada, (4) the onshore and offshore Gulf Coast area, (5)
eastern and southern Texas and (6) western Texas. In each of these core areas,
the focus of the Company is on the exploration for and development of natural
gas and crude oil resources, and on efforts to increase margins through
reductions in drilling and operating costs and effective and efficient sales and
distribution networks. The Company's hard minerals activities are conducted in
areas within and adjacent to the Land Grant Area. The 'Land Grant Area' consists
of land granted by the Federal government to a predecessor of Union Pacific
Corporation ('UPC') in the mid-1800s and significant additional acreage in the
same geographic region. The Land Grant Area passes through the states of
Colorado and Wyoming and into Utah and intersects several highly productive oil
and gas basins. In the Land Grant Area, the Company has fee ownership of the
mineral rights under approximately 7.5 million acres and control of mineral
rights under approximately 700,000 additional acres.
In October 1995, 42.5 million shares (representing approximately 17%) of
the common stock of the Company were sold in an initial public offering. At such
time, the remaining 83% of the Company's common stock was owned by UPC. In
October 1996, UPC distributed pro rata to its stockholders as a dividend its
remaining shares of common stock of the Company by means of a tax free
distribution.
The address of the Company is: Union Pacific Resources Group Inc., 801
Cherry Street, Fort Worth, Texas 76102. Telephone: (817) 877-6000.
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
NINE MONTHS
ENDED
YEARS ENDED DECEMBER 31, SEPTEMBER 30,
---------------------------- -------------
1995 1994 1993 1992 1991 1996
---- ---- ---- ---- ---- -------------
<S> <C> <C> <C> <C> <C> <C>
17.7 44.4 41.7 24.8 23.1 7.9
</TABLE>
The ratio of earnings to fixed charges has been computed on a total
enterprise basis. Earnings represent income before the cumulative effect of
accounting changes less equity in undistributed earnings of unconsolidated
affiliates, plus income taxes and fixed charges. Fixed charges represent
interest, amortization of debt discount and expense, and the estimated interest
portion of rental charges.
THE UPRG TRUSTS
Each of UPRG Capital Trust I, UPRG Capital Trust II and UPRG Capital Trust
III is a statutory business trust formed under Delaware law pursuant to (i) a
separate Declaration of Trust (a 'Declaration') executed by the Company, as
sponsor for such UPRG Trust, and the Trustees (as defined herein) of such trust
and (ii) the filing of a certificate of trust with the Delaware Secretary of
State. Unless an accompanying Prospectus Supplement provides otherwise, each
UPRG Trust exists for the sole purposes of (i) issuing the Trust Preferred
Securities, (ii) investing the gross proceeds of the sale of the Trust Preferred
Securities in a specific series of
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Subordinated Debt Securities and (iii) engaging in only those other activities
necessary or incidental thereto. All of the Trust Common Securities will be
owned by the Company. The Trust Common Securities will rank pari passu, and
payments will be made thereon pro rata, with the Trust Preferred Securities,
except that upon the occurrence and continuance of an event of default under the
applicable Declaration, the rights of the holders of the applicable Trust Common
Securities to payment in respect of distributions and payments upon liquidation,
redemption and otherwise will be subordinated to the rights of the holders of
the applicable Trust Preferred Securities. The Company will acquire Trust Common
Securities having an aggregate liquidation amount equal to a minimum of 1% of
the total capital of each UPRG Trust. Each UPRG Trust will have a term of at
least 20 but not more than 50 years, but may terminate earlier as provided in
the applicable Declaration. Each UPRG Trust's business and affairs will be
conducted by the Trustees. The holder of the Trust Common Securities will be
entitled to appoint, remove or replace any of, or increase or reduce the number
of, the Trustees of each UPRG Trust. The duties and obligations of the Trustees
shall be governed by the Declaration of such UPRG Trust. At least one of the
Trustees of each UPRG Trust will be a person who is an employee or officer of or
who is affiliated with the Company (a 'Regular Trustee'). One Trustee of UPRG
Trust will be a financial institution that is not affiliated with the Company,
which shall act as property trustee and as indenture trustee for the purposes of
the Trust Indenture Act of 1939, as amended (the 'Trust Indenture Act'),
pursuant to the terms set forth in a Prospectus Supplement (the 'Property
Trustee'). In addition, unless the Property Trustee maintains a principal place
of business in the State of Delaware and otherwise meets the requirements of
applicable law, one Trustee of each UPRG Trust will be a legal entity having a
principal place of business in, or an individual resident of, the State of
Delaware (the 'Delaware Trustee'). The Company will pay all fees and expenses
related to each UPRG Trust and the offering of the Trust Preferred Securities.
Unless otherwise set forth in the Prospectus Supplement, the Property Trustee
will be Texas Commerce Bank National Association ('TCB'), and the Delaware
Trustee will be The Chase Manhattan Bank, Delaware. The office of the Delaware
Trustee in the State of Delaware is 1201 Market Street, Wilmington, Delaware
19801. The principal place of business of each UPRG Trust is c/o Union Pacific
Resources Group Inc., 801 Cherry Street, Fort Worth, Texas 76102. Telephone:
(817) 877-6000.
USE OF PROCEEDS
Unless otherwise specified in the Prospectus Supplement, the net proceeds
from the sale of the Company Securities offered hereby will be used for general
corporate purposes, including repayment of borrowings, working capital, capital
expenditures, stock repurchase programs and acquisitions. Unless otherwise
specified in the Prospectus Supplement, each UPRG Trust will use all proceeds
received from the sale of Trust Preferred Securities to purchase Subordinated
Debt Securities of the Company. Additional information on the use of net
proceeds from the sale of the Offered Securities offered hereby may be set forth
in the Prospectus Supplement relating to such Offered Securities.
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the Debt Securities summarizes
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of the Senior Debt
Securities, any Subordinated Debt Securities issued in connection with Trust
Preferred Securities, and the extent, if any, to which such general provisions
may apply to any series of Debt Securities will be described in the Prospectus
Supplement relating to such series.
Senior Debt Securities may be issued, from time to time, in one or more
series under an Indenture (the 'Senior Indenture'), between the Company and TCB,
as trustee, or such other trustee as shall be named in a Prospectus Supplement
(the 'Senior Trustee'). The Senior Indenture is filed as an exhibit to the
Registration Statement of which this Prospectus is a part. Subordinated Debt
Securities may be issued, from time to time, in one or more series under an
indenture (the 'Subordinated Indenture') between the Company and a trustee to be
identified in the related Prospectus Supplement (the 'Subordinated Trustee').
The Subordinated Indenture will be filed with the Commission and incorporated by
reference as an exhibit to the Registration Statement of which this Prospectus
is a part. The Senior Indenture and the Subordinated Indenture are sometimes
referred to collectively as the 'Indentures,' and the Senior Trustee and the
Subordinated Trustee are sometimes referred to collectively as the 'Debt
Trustees.' The following statements are subject to the detailed provisions of
the
4
<PAGE>
Indentures. Wherever any particular provisions of the Indentures or terms
defined therein are referred to, such provisions and terms are incorporated by
reference as a part of the statements made herein and such statements are
qualified in their entirety by such references, including the definitions
therein of certain terms. References to particular sections of the Indentures
are noted below. Capitalized terms used herein but not defined herein shall have
the meanings ascribed to them in the Indentures.
GENERAL
The Senior Debt Securities will be unsecured and will rank equally and
ratably with other unsecured and unsubordinated debt of the Company, unless the
Company shall be required to secure the Senior Debt Securities as described
below under 'Covenants--Limitation on Liens and Sale Leaseback Transactions.'
The Senior Indenture does not limit the amount of Senior Debt Securities that
can be issued thereunder. (Section 301) Senior Debt Securities will be issued
from time to time and offered on terms determined by market conditions at the
time of sale.
The obligations of the Company pursuant to any Subordinated Debt Securities
will be subordinate in right of payment to all Senior Indebtedness of the
Company, and will be described in an accompanying Prospectus Supplement. The
Subordinated Indenture will not contain any limitation on the amount of Senior
Indebtedness which may be hereafter incurred by the Company.
The Debt Securities may be issued in one or more series with the same or
various maturities, at par, at a premium or at a discount. Any Debt Securities
bearing no interest or interest at a rate which at the time of issuance is below
market rates will be sold at a discount (which may be substantial) from their
stated principal amount. Federal income tax consequences and other special
considerations applicable to any such substantially discounted Debt Securities
will be described in the Prospectus Supplement relating thereto.
Reference is made to the Prospectus Supplement for the following terms of
the Debt Securities offered hereby: (i) the designation, aggregate principal
amount and authorized denominations of such Debt Securities; (ii) the percentage
of their principal amount at which such Debt Securities will be issued; (iii)
the date or dates on which the Debt Securities will mature (which may be fixed
or extendible); (iv) the rate or rates (which may be fixed or floating) per
annum at which the Debt Securities will bear interest, if any, or the method of
determining such rate or rates; (v) the date or dates on which any such interest
will be payable, the date or dates on which payment of any such interest will
commence and the Regular Record Dates for such Interest Payment Dates; (vi) the
terms of any mandatory or optional redemption (including any provisions for any
sinking, purchase or other analogous fund) or repayment option; (vii) the
currency, currencies or currency units for which the Debt Securities may be
purchased and the currency, currencies or currency units in which the principal
thereof, any premium thereon and any interest thereon may be payable; (viii) if
the currency, currencies or currency units for which the Debt Securities may be
purchased or in which the principal thereof, any premium thereon and any
interest thereon may be payable is at the election of the Company or the
purchaser, the manner in which such election may be made; (ix) if the amount of
payments on the Debt Securities is determined with reference to an index based
on one or more currencies or currency units, changes in the price of one or more
securities or changes in the price of one or more commodities, the manner in
which such amounts may be determined; (x) the extent to which any of the Debt
Securities will be issuable in temporary or permanent global form, or the manner
in which any interest payable on a temporary or permanent Global Security will
be paid; (xi) the terms and conditions upon which conversion or exchange of the
Debt Securities into other Debt Securities will be effected, including the
conversion price or exchange ratio, the conversion or exchange period and any
other conversion or exchange provisions; (xii) information with respect to
book-entry procedures, if any; (xiii) a discussion of certain Federal income
tax, accounting and other special considerations, procedures and limitations
with respect to the Debt Securities; and (xiv) any other specific terms of the
Debt Securities not inconsistent with the Indenture. In addition, the applicable
Prospectus Supplement will describe the following terms of the series of
Subordinated Debt Securities offered hereby in respect of which this Prospectus
is being delivered: (a) the rights, if any, to defer payments of interest on the
Subordinated Debt Securities by extending the interest payment period, and the
duration of such extensions, and (b) the subordination terms of the Subordinated
Debt Securities of such series.
If any of the Debt Securities are sold for one or more foreign currencies
or foreign currency units or if the principal of, premium, if any, or any
interest on any series of Debt Securities is payable in one or more foreign
currencies or foreign currency units, the restrictions, elections, Federal
income tax consequences, specific terms
5
<PAGE>
and other information with respect to such issue of Debt Securities and such
currencies or currency units will be set forth in the Prospectus Supplement
relating thereto.
Unless otherwise specified in the Prospectus Supplement, the principal of,
any premium on, and any interest on the Debt Securities will be payable, and the
Debt Securities will be transferable, at the Corporate Trust Office of the
applicable Debt Trustee in New York, New York, provided that payment of
interest, if any, may be made at the option of the Company by check mailed on or
before the payment date, first class mail, to the address of the person entitled
thereto as it appears on the registry books of the Company or its agent.
Unless otherwise specified in the Prospectus Supplement, the Senior Debt
Securities will be issued only in fully registered form and in denominations of
$1,000 and any integral multiple thereof (Sections 301 and 302) and Subordinated
Debt Securities issued in connection with the Trust Preferred Securities will be
issued in denominations of $25 or integral multiples thereof. No service charge
will be made for any transfer or exchange of any Debt Securities, but the
Company may, except in certain specified cases not involving any transfer,
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. (Section 305)
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Securities that will be deposited with, or on behalf
of, a depositary (the 'Depositary') identified in the Prospectus Supplement
relating to such series. Global Securities may be issued only in fully
registered form and in either temporary or permanent form. Unless and until it
is exchanged in whole or in part for the individual Debt Securities represented
thereby, a Global Security may not be transferred except as a whole by the
Depositary for such Global Security to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee of such
Depositary or by the Depositary or any nominee of such Depositary to a successor
Depositary or any nominee of such successor.
The specific terms of the depositary arrangement with respect to a series
of Debt Securities will be described in the Prospectus Supplement relating to
such series. The Company anticipates that the following provisions will
generally apply to depositary arrangements.
Upon the issuance of a Global Security, the Depositary for such Global
Security or its nominee will credit, on its book entry registration and transfer
system, the respective principal amounts of the individual Debt Securities
represented by such Global Security to the accounts of persons that have
accounts with such Depositary. Such accounts shall be designated by the dealers,
underwriters or agents with respect to such Debt Securities or by the Company if
such Debt Securities are offered and sold directly by the Company. Ownership of
beneficial interests in a Global Security will be limited to persons that have
accounts with the applicable Depositary ('participants') or persons that may
hold interests through participants. Ownership of beneficial interests in such
Global Security will be shown on, and the transfer of that ownership will be
effected only through, records maintained by the applicable Depositary or its
nominee (with respect to interests of participants) and the records of
participants (with respect to interests of persons other than participants). The
laws of some states require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such limits and such laws may
impair the ability to transfer beneficial interests in a Global Security.
So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or holder of the Debt
Securities represented by such Global Security for all purposes under the
applicable Indenture. Except as provided below, owners of beneficial interests
in a Global Security will not be entitled to have any of the individual Debt
Securities of the series represented by such Global Security registered in their
names, will not receive or be entitled to receive physical delivery of any such
Debt Securities of such series in definitive form and will not be considered the
owners or holders thereof under the applicable Indenture governing such Debt
Securities.
Payments of principal of, any premium on, and any interest on, individual
Debt Securities represented by a Global Security registered in the name of a
Depositary or its nominee will be made to the Depositary or its nominee, as the
case may be, as the registered owner of the Global Security representing such
Debt Securities. Neither the Company, the applicable Debt Trustee for such Debt
Securities, any Paying Agent, nor the Security Registrar for such Debt
Securities will have any responsibility or liability for any aspect of the
records relating to
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<PAGE>
or payments made on account of beneficial ownership interests of the Global
Security for such Debt Securities or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.
The Company expects that the Depositary for a series of Debt Securities or
its nominee, upon receipt of any payment of principal, premium or interest in
respect of a permanent Global Security representing any of such Debt Securities,
immediately will credit participants' accounts with payments in amounts
proportionate to their respective beneficial interests in the principal amount
of such Global Security for such Debt Securities as shown on the records of such
Depositary or its nominee. The Company also expects that payments by
participants to owners of beneficial interests in such Global Security held
through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in 'street name'. Such payments will be
the responsibility of such participants.
If the Depositary for a series of Debt Securities is at any time unwilling,
unable or ineligible to continue as depositary and a successor depositary is not
appointed by the Company within 90 days, the Company will issue individual Debt
Securities of such series in exchange for the Global Security representing such
series of Debt Securities. In addition, the Company may at any time and in its
sole discretion, subject to any limitations described in the Prospectus
Supplement relating to such Debt Securities, determine not to have any Debt
Securities of a series represented by one or more Global Securities and, in such
event, will issue individual Debt Securities of such series in exchange for the
Global Security or Securities representing such series of Debt Securities.
Further, if the Company so specifies with respect to the Debt Securities of a
series, an owner of a beneficial interest in a Global Security representing Debt
Securities of such series may, on terms acceptable to the Company, the
applicable Debt Trustee and the Depositary for such Global Security, receive
individual Debt Securities of such series in exchange for such beneficial
interests, subject to any limitations described in the Prospectus Supplement
relating to such Debt Securities. In any such instance, an owner of a beneficial
interest in a Global Security will be entitled to physical delivery of
individual Debt Securities of the series represented by such Global Security
equal in principal amount to such beneficial interest and to have such Debt
Securities registered in its name. Individual Debt Securities of such series so
issued will be issued in denominations, unless otherwise specified by the
Company, of $1,000 and integral multiples thereof, in the case of Senior Debt
Securities, and $25 and integral multiples thereof, in the case of Subordinated
Debt Securities.
CERTAIN DEFINITIONS
Certain terms defined in Section 101 of the Indentures are summarized
below.
'Debt' means indebtedness for money borrowed.
'Domestic Subsidiary' means a Subsidiary incorporated or conducting its
principal operations within the United States or any State thereof or off the
coast of the United States within an area over which the United States or any
State thereof has jurisdiction.
'Funded Debt' of any person means all indebtedness for borrowed money
created, incurred, assumed or guaranteed in any manner by such person, and all
indebtedness, contingent or otherwise, incurred or assumed by such person in
connection with the acquisition of any business, property or asset, which in
each case matures more than one year after, or which by its terms is renewable
or extendible or payable out of the proceeds of similar indebtedness incurred
pursuant to the terms of any revolving credit agreement or any similar agreement
at the option of such person for a period ending more than one year after the
date as of which Funded Debt is being determined; provided, however, that Funded
Debt shall not include (i) any indebtedness for the payment, redemption or
satisfaction of which money (or evidences of indebtedness, if permitted under
the instrument creating or evidencing such indebtedness) in the necessary amount
shall have been irrevocably deposited in trust with a trustee or proper
depository either on or before the maturity or redemption date thereof or (ii)
any indebtedness of such person to any of its Subsidiaries or of any Subsidiary
to such person or any other Subsidiary or (iii) any indebtedness incurred in
connection with the financing of operating, construction or acquisition
projects, provided that the recourse for such indebtedness is limited to the
assets of such projects.
'Mortgage' means any mortgage, pledge, lien, encumbrance, charge or
security interest of any kind.
'Principal Property' means (i) any property owned or leased by the Company
or any Subsidiary, or any interest of the Company or any Subsidiary in property,
located within the United States of America or any State thereof (including
property located off the coast of the United States of America held pursuant to
lease from any
7
<PAGE>
Federal, State or other governmental body) which is considered by the Company to
be capable of producing oil or gas or minerals in commercial quantities and (ii)
any refinery, smelter or processing or manufacturing plant owned or leased by
the Company or any Subsidiary and located within the United States of America or
any State thereof, except (a) facilities related thereto employed in
transportation, distribution or marketing or (b) any refinery, smelter or
processing or manufacturing plant, or portion thereof, which the Board of
Directors declares is not material to the business of the Company and its
subsidiaries taken as a whole.
'Restricted Subsidiary' means any Subsidiary which owns or leases (as
lessor or lessee) a Principal Property, but does not include any Subsidiary the
principal business of which is leasing machinery, equipment, vehicles or other
properties none of which is a Principal Property, or financing accounts
receivable, or engaging in ownership and development of any real property which
is not a Principal Property.
'Subsidiary', when used with respect to the Company, means any corporation
of which a majority of the outstanding voting stock is owned, directly or
indirectly, by the Company or by one or more other Subsidiaries, or both.
COVENANTS
The Senior Indenture contains the covenants summarized below, which will be
applicable (unless waived or amended) so long as any of the Senior Debt
Securities are outstanding, unless stated otherwise in the Prospectus
Supplement.
Limitation on Liens and Sale Leaseback Transactions. (a) The Company will
not, nor will it permit any Subsidiary to, create, assume, incur or suffer to
exist any Mortgage upon any stock or indebtedness of any Domestic Subsidiary,
whether owned on the date of the Senior Indenture or thereafter acquired, to
secure any Debt of the Company or any other person (other than the Senior Debt
Securities), without in any such case making effective provision whereby all the
outstanding Senior Debt Securities shall be directly secured equally and ratably
with such Debt. There will be excluded from this restriction any Mortgage upon
stock or indebtedness of a corporation existing at the time such corporation
becomes a Domestic Subsidiary or at the time stock or indebtedness of a Domestic
Subsidiary is acquired and any extension, renewal or replacement of any such
Mortgage.
(b) The Company will not, nor will it permit any Restricted Subsidiary to,
create, assume, incur or suffer to exist any Mortgage upon any Principal
Property, whether owned or leased on the date of the Senior Indenture, or
thereafter acquired, to secure any Debt of the Company or any other person
(other than the Senior Debt Securities), without in any such case making
effective provision whereby all the outstanding Senior Debt Securities shall be
directly secured equally and ratably with such Debt. (Section 1006)
There will be excluded from the restriction referred to in the next
preceding paragraph the following Mortgages (the Mortgages set forth in the
following clauses (i) through (vi) the 'Permitted Mortgages') (i) any Mortgage
upon property owned or leased by a corporation existing at the time such
corporation becomes a Restricted Subsidiary, (ii) any Mortgage upon property
existing at the time of the acquisition thereof or to secure payment of any part
of the purchase price thereof or any Debt incurred to finance the purchase
thereof, (iii) any Mortgage upon property to secure any part of the cost of
exploration, drilling, development, construction, alteration, repair or
improvement of such property, or Debt incurred to finance such cost, (iv) any
Mortgage securing Debt of a Restricted Subsidiary owing to the Company or to
another Restricted Subsidiary, (v) any Mortgage existing on the date of the
Senior Indenture, and (vi) any extension, renewal or replacement, in whole or in
part, of any Mortgage referred to in the foregoing clauses (i) through (v);
provided, however, that the principal amount of Debt secured thereby shall not
exceed the principal amount of Debt so secured at the time of such extension,
renewal or replacement; and provided, further, that such Mortgage shall be
limited to all or such part of the property which secured the Mortgage so
extended, renewed or replaced.
Notwithstanding the foregoing, the Company may, and may permit any
Restricted Subsidiary to, create, assume, incur or suffer to exist any Mortgage
upon any Principal Property without equally and ratably securing the Senior Debt
Securities if the aggregate amount of all Debt then outstanding secured by such
Mortgage and all similar Mortgages does not exceed 10% of the total consolidated
stockholders' equity (including preferred stock) of the Company as shown on the
audited consolidated balance sheet contained in the latest annual report to
stockholders of the Company; provided that Debt secured by Permitted Mortgages
shall not be included in the amount of such secured Debt.
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<PAGE>
For the purpose of the restriction referred to in the third preceding
paragraph, no Mortgage to secure any Debt will be deemed created by (i) the sale
or other transfer of (A) any oil or gas or minerals in place for a period of
time until, or in an amount such that, the purchaser will realize therefrom a
specified amount of money (however determined) or a specified amount of such oil
or gas or minerals, or (B) any other interest commonly referred to as a
'production payment', and (ii) any Mortgage in favor of the United States (or
any State thereof), or any other country, or any political subdivision of any of
the foregoing, to secure partial, progress, advance or other payments pursuant
to any contract or statute, or any Mortgage upon property intended to be used
primarily for the purpose of or in connection with air or water pollution
control. (Section 1006)
(c) The Company will not, nor will it permit any Restricted Subsidiary to,
enter into any arrangement with any person providing for the leasing by the
Company or a Restricted Subsidiary as lessee of any Principal Property (except
for temporary leases for a term, including renewals, of not more than five
years), which property has been or is to be sold or transferred by the Company
or such Restricted Subsidiary to such person (herein referred to as a
'Sale-Leaseback Transaction'), unless (i) such Sale-Leaseback Transaction occurs
within 120 days from the date of acquisition of such Principal Property or the
date of the completion of construction or commencement of full operations on
such Principal Property, whichever is later, or (ii) the Company, within 120
days after such Sale-Leaseback Transaction, applies or causes to be applied to
the retirement of Funded Debt of the Company or any Subsidiary (other than
Funded Debt of the Company which by its terms or the terms of the instrument
pursuant to which it was issued is subordinate in right of payment to the Senior
Debt Securities) an amount not less than the net proceeds of the sale of such
Principal Property. (Section 1006)
Notwithstanding the foregoing provisions of this paragraph (c), the Company
may, and may permit any Restricted Subsidiary to, effect any Sale-Leaseback
Transaction involving any Principal Property, provided that the net sale
proceeds from such Sale-Leaseback Transaction, together with all Debt secured by
Mortgages other than Permitted Mortgages, does not exceed 10% of the total
consolidated stockholders' equity of the Company as shown on the audited
consolidated balance sheet contained in the latest annual report to stockholders
of the Company.
Limitation on Transfers of Principal Properties to Unrestricted
Subsidiaries. The Company will not, nor will it permit any Restricted
Subsidiary to, sell, transfer or otherwise dispose of any Principal Property to
any Subsidiary which is not a Restricted Subsidiary other than for cash or other
consideration which, in the opinion of the Company's Board of Directors,
constitutes fair value for such Principal Property. (Section 1007)
CONSOLIDATION, MERGER, SALE OR CONVEYANCE
Each Indenture provides that the Company may not consolidate with or merge
into any other corporation or convey or transfer its properties and assets
substantially as an entirety to any person, unless (i) the successor corporation
shall be a corporation organized and existing under the laws of the United
States or any State thereof or the District of Columbia, and shall expressly
assume by a supplemental indenture the due and punctual payment of the principal
of, any premium on, and any interest on, all the outstanding Debt Securities and
the performance of every covenant in the applicable Indenture on the part of the
Company to be performed or observed; (ii) immediately after giving effect to
such transaction, no Event of Default, and no event which, after notice or lapse
of time or both, would become an Event of Default, shall have happened and be
continuing; and (iii) the Company shall have delivered to the applicable Debt
Trustee an Officers' Certificate and an Opinion of Counsel, each stating that
such consolidation, merger, conveyance or transfer and such supplemental
indenture comply with the foregoing provisions relating to such transaction.
(Section 801) In case of any such consolidation, merger, conveyance or transfer,
such successor corporation will succeed to and be substituted for the Company as
obligor on the Debt Securities, with the same effect as if it had been named in
the applicable Indenture as the Company. (Section 802) Other than the
restrictions on Mortgages described above, the Indentures and the Debt
Securities do not contain any covenants or other provisions designed to protect
holders of Debt Securities in the event of a highly leveraged transaction
involving the Company or any Subsidiary.
EVENTS OF DEFAULT; WAIVER AND NOTICE THEREOF; DEBT SECURITIES IN FOREIGN
CURRENCIES
As to any series of Debt Securities, an Event of Default is defined in each
Indenture as (a) default for 30 days in payment of any interest on the Debt
Securities of such series; (b) default in payment of principal of or any premium
on the Debt Securities of such series at maturity; (c) default in payment of any
sinking or purchase fund or analogous obligation, if any, on the Debt Securities
of such series; (d) default by the Company in the
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performance of any other covenant or warranty contained in the applicable
Indenture for the benefit of such series which shall not have been remedied for
a period of 90 days after notice is given as specified in the applicable
Indenture; and (e) certain events of bankruptcy, insolvency and reorganization
of the Company. (Section 501)
A default under other indebtedness of the Company will not be a default
under the Indentures and a default under one series of Debt Securities will not
necessarily be a default under another series.
Each Indenture provides that (i) if an Event of Default described in clause
(a), (b), (c) or (d) above (if the Event of Default under clause (d) is with
respect to less than all series of Debt Securities then outstanding) shall have
occurred and be continuing with respect to any series, either the applicable
Debt Trustee or the holders of not less than 25% in aggregate principal amount
of the Debt Securities of such series then outstanding (each such series acting
as a separate class) may declare the principal (or, in the case of Original
Issue Discount Securities, the portion thereof specified in the terms thereof)
of all outstanding Debt Securities of such series and the interest accrued
thereon, if any, to be due and payable immediately and (ii) if an Event of
Default described in clause (d) or (e) above (if the Event of Default under
clause (d) is with respect to all series of Debt Securities then outstanding)
shall have occurred and be continuing, either the applicable Debt Trustee or the
holders of at least 25% in aggregate principal amount of all Debt Securities
then outstanding (treated as one class) may declare the principal (or, in the
case of Original Issue Discount Securities, the portion thereof specified in the
terms thereof) of all Debt Securities then outstanding and the interest accrued
thereon, if any, to be due and payable immediately, but upon certain conditions
such declarations may be annulled and past defaults (except for defaults in the
payment of principal of, any premium on, or any interest on, such Debt
Securities and in compliance with certain covenants) may be waived by the
holders of a majority in aggregate principal amount of the Debt Securities of
such series then outstanding. (Sections 502 and 513)
Under each Indenture the applicable Debt Trustee must give to the holders
of each series of Debt Securities notice of all uncured defaults known to it
with respect to such series within 90 days after such a default occurs (the term
'default' to include the events specified above without notice or grace
periods); provided that, except in the case of default in the payment of
principal of, any premium on, or any interest on, any of the Debt Securities, or
default in the payment of any sinking or purchase fund installment or analogous
obligations, the applicable Debt Trustee shall be protected in withholding such
notice if it in good faith determines that the withholding of such notice is in
the interests of the holders of the Debt Securities of such series. (Section
602)
No holder of any Debt Securities of any series may institute any action
under either Indenture unless (a) such holder shall have given the Debt Trustee
thereunder written notice of a continuing Event of Default with respect to such
series, (b) the holders of not less than 25% in aggregate principal amount of
the Debt Securities of such series then outstanding shall have requested the
Debt Trustee thereunder to institute proceedings in respect of such Event of
Default, (c) such holder or holders shall have offered the Debt Trustee
thereunder such reasonable indemnity as such Debt Trustee may require, (d) the
Debt Trustee thereunder shall have failed to institute an action for 60 days
thereafter and (e) no inconsistent direction shall have been given to the Debt
Trustee thereunder during such 60-day period by the holders of a majority in
aggregate principal amount of Debt Securities of such series. (Section 507)
The holders of a majority in aggregate principal amount of the Debt
Securities of any series affected and then outstanding will have the right,
subject to certain limitations, to direct the time, method and place of
conducting any proceeding for any remedy available to the applicable Debt
Trustee or exercising any trust or power conferred on such Debt Trustee with
respect to such series of Debt Securities. (Section 512) Each Indenture provides
that, in case an Event of Default shall occur and be continuing, the Debt
Trustee thereunder, in exercising its rights and powers under such Indenture,
will be required to use the degree of care of a prudent man in the conduct of
his own affairs. (Section 601) Each Indenture further provides that the Debt
Trustee thereunder shall not be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
under such Indenture unless it has reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
reasonably assured to it. (Section 601)
The Company must furnish to the Debt Trustees within 120 days after the end
of each fiscal year a statement signed by one of certain officers of the Company
to the effect that a review of the activities of the Company during such year
and of its performance under the applicable Indenture and the terms of the Debt
Securities has been made, and, to the best of the knowledge of the signatories
based on such review, the Company has complied
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with all conditions and covenants of such Indenture or, if the Company is in
default, specifying such default. (Section 1004)
If any Debt Securities are denominated in a coin or currency other than
that of the United States, then for the purposes of determining whether the
holders of the requisite principal amount of Debt Securities have taken any
action as herein described, the principal amount of such Debt Securities shall
be deemed to be that amount of United States dollars that could be obtained for
such principal amount on the basis of the spot rate of exchange into United
States dollars for the currency in which such Debt Securities are denominated
(as evidenced to the applicable Debt Trustee by an Officers' Certificate) as of
the date the taking of such action by the holders of such requisite principal
amount is evidenced to the applicable Debt Trustee as provided in the respective
Indenture. (Section 104)
If any Debt Securities are Original Issue Discount Securities, then for the
purposes of determining whether the holders of the requisite principal amount of
Debt Securities have taken any action herein described, the principal amount of
such Debt Securities shall be deemed to be the portion of such principal amount
that would be due and payable at the time of the taking of such action upon a
declaration of acceleration of maturity thereof. (Section 101)
MODIFICATION OF THE INDENTURES
With certain exceptions, the applicable Indenture or the rights of the
holders of the Debt Securities may be modified by the Company and the applicable
Debt Trustee with the consent of the holders of a majority in aggregate
principal amount of the Debt Securities of each series affected by such
modification then outstanding, but no such modification may be made without the
consent of the holder of each outstanding Debt Security affected thereby which
would (i) change the maturity of any payment of principal of, or any premium on,
or any installment of interest on any Debt Security, or reduce the principal
amount thereof or the interest or any premium thereon, or change the method of
computing the amount of principal thereof or interest thereon on any date or
change any place of payment where, or the coin or currency in which, any Debt
Security or any premium or interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the maturity
thereof (or, in the case of redemption or repayment, on or after the redemption
date or the repayment date, as the case may be), or (ii) reduce the percentage
in principal amount of the outstanding Debt Securities of any series, the
consent of whose holders is required for any such modification, or the consent
of whose holders is required for any waiver of compliance with certain
provisions of the applicable Indenture or certain defaults thereunder and their
consequences provided for in such Indenture, or (iii) modify any of the
provisions of certain Sections of the applicable Indenture, including the
provisions summarized in this paragraph, except to increase any such percentage
or to provide that certain other provisions of such Indenture cannot be modified
or waived without the consent of the holder of each outstanding Debt Security
affected thereby. (Section 902)
DEFEASANCE OF THE INDENTURE AND DEBT SECURITIES
If the terms of any series of Debt Securities so provide, the Company will
be deemed to have paid and discharged the entire indebtedness on all the
outstanding Debt Securities of such series by (a) depositing with the applicable
Debt Trustee (i) as trust funds in trust an amount sufficient to pay and
discharge the entire indebtedness on all Debt Securities of such series for
principal, premium and interest or (ii) as obligations in trust such amount of
direct obligations of, or obligations the principal of and interest on which are
fully guaranteed by, the government which issued the currency in which the Debt
Securities are denominated as will, together with the income to accrue thereon
without consideration of any reinvestment thereof, be sufficient to pay and
discharge the entire indebtedness on all such Debt Securities for principal,
premium and interest and (b) satisfying certain other conditions precedent
specified in the applicable Indenture. (Section 403) In the event of any such
defeasance, holders of such Debt Securities would be able to look only to such
trust fund for payment of principal of, any premium on, and any interest on
their Debt Securities.
Such defeasance is likely to be treated as a taxable exchange by holders of
the relevant Debt Securities for an issue consisting of either obligations of
the trust or a direct interest in the cash and securities held in the trust,
with the result that such holders would be required for tax purposes to
recognize gain or loss as if such obligations or the cash or securities
deposited, as the case may be, had actually been received by them in exchange
for their Debt Securities. In addition, if the holders are treated as the owners
of their proportionate share
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of the cash or securities held in trust, such holders would then be required to
include in their income for tax purposes any income, gain or loss attributable
thereto even though no cash was actually received. Thus, such holders might be
required to recognize income for tax purposes in different amounts and at
different times than would be recognized in the absence of defeasance.
Prospective investors are urged to consult their own tax advisors as to the
specific consequences of defeasance.
CONCERNING THE SENIOR TRUSTEE
TCB and its affiliates provide customary commercial banking services to the
Company and certain of its subsidiaries and participate in various financing
agreements of the Company in the ordinary course of their business. TCB acts as
the administrative agent under the Revolving Credit Agreement dated as of
October 5, 1995 among the Company and TCB.
DESCRIPTION OF PREFERRED STOCK
The following is a description of certain general terms and provisions of
the Preferred Stock. The particular terms of any series of Preferred Stock will
be described in the applicable Prospectus Supplement. If so indicated in a
Prospectus Supplement, the terms of any such series may differ from the terms
set forth below.
The summary of terms of the Company's Preferred Stock contained in this
Prospectus does not purport to be complete and is subject to, and qualified in
its entirety by, the provisions of the Company's Amended and Restated Articles
of Incorporation, and the certificate of amendment relating to each series of
the Preferred Stock (the 'Certificate of Amendment') which will be filed as an
exhibit to or incorporated by reference in the Registration Statement of which
this Prospectus is a part at or prior to the time of issuance of such series of
the Preferred Stock.
The Company's Amended and Restated Articles of Incorporation authorize the
Board of Directors of the Company to issue 100 million shares of Preferred
Stock, no par value per share, in one or more series and to fix the preferences,
limitations and relative rights of the shares of each such series, including
dividend rates, conversion rights, voting rights, terms of redemption and
liquidation preferences, and the number of shares constituting each such series,
without any further vote or action by the shareholders. No shares of Preferred
Stock are currently outstanding, and no shares are reserved for issuance.
Preferred Stock of a particular series shall have the dividend,
liquidation, redemption, conversion and voting rights set forth in the
Prospectus Supplement relating to such series. Reference is made to the
Prospectus Supplement relating to a particular series of Preferred Stock for
specific terms, including: (i) the distinctive serial designation and the number
of shares constituting such series; (ii) the dividend rate or rates, the payment
date or dates for dividends and the participating or other special rights, if
any, with respect to dividends; (iii) any redemption, sinking fund or other
analogous provisions applicable to such Preferred Stock; (iv) the amount or
amounts payable upon the shares of Preferred Stock in the event of voluntary or
involuntary liquidation, dissolution or winding up of the Company prior to any
payment or distribution of the assets of the Company to the holders of any class
or classes of stock which are junior in rank to the Preferred Stock; (v) any
terms for the conversion into or exchange for shares of Common Stock, shares of
Preferred Stock or Debt Securities and (vi) any other specific terms of the
Preferred Stock not inconsistent with the Company's amended and Restated
Articles of Incorporation and any applicable Certificate of Amendment. The term
'class or classes of stock which are junior in rank to the Preferred Stock'
means the Common Stock and any other class or classes of stock of the Company
hereafter authorized which shall rank junior to the Preferred Stock as to
dividends or upon liquidation.
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DESCRIPTION OF COMMON STOCK
The following summary does not purport to be complete and is subject in all
respects to the applicable provisions of the Revised Business Corporation Law of
the State of Utah and the Company's Amended and Restated Articles of
Incorporation.
The Company is presently authorized to issue 400 million shares of Common
Stock, no par value per share. At February 25, 1997, an aggregate of 253,935,437
shares of Common Stock were outstanding. In addition, 14,042,949 shares of
Common Stock have been reserved for issuance upon exercise of options and for
the issuance of retention shares granted under the Company's 1995 Stock Option
Plan, and 200,000 shares of Common Stock have been reserved for issuance upon
exercise of options granted under the Company's 1995 Directors Stock Option
Plan.
The holders of Common Stock are entitled to one vote for each share held of
record on all matters submitted to a vote of stockholders. Subject to
preferences that may be applicable to any outstanding Preferred Stock, holders
of Common Stock are entitled to receive ratably such dividends as may be
declared by the Board of Directors of the Company out of funds legally available
therefor. In the event of a dissolution of the Company, holders of Common Stock
are entitled to share ratably in all assets remaining after the discharge or the
provision for the discharge of liabilities and the payment of any liquidation
preference of any outstanding Preferred Stock. Holders of Common Stock have no
preemptive rights and have no rights to convert their Common Stock into any
other securities, and there are no redemption provisions with respect to such
shares. All of the outstanding shares of Common Stock are, and the shares
offered hereby will be, fully paid and nonassessable.
Harris Trust & Savings Bank is the transfer agent and registrar for the
Common Stock. The Common Stock is listed on the New York Stock Exchange.
DESCRIPTION OF WARRANTS
The Company may issue Warrants for the purchase of Senior Debt Securities
or shares of Preferred Stock or Common Stock. Warrants may be issued
independently or together with any Senior Debt Securities or shares of Preferred
Stock or Common Stock offered by any Prospectus Supplement and may be attached
to or separate from such Senior Debt Securities or shares of Preferred Stock or
Common Stock. The Warrants are to be issued under Warrant Agreements to be
entered into between the Company and TCB, as Warrant Agent, or such other bank
or trust company as is named in the Prospectus Supplement relating to the
particular issue of Warrants (the 'Warrant Agent'). The Warrant Agent will act
solely as an agent of the Company in connection with the Warrants and will not
assume any obligation or relationship of agency or trust for or with any holders
of Warrants or beneficial owners of Warrants. The following summaries of certain
provisions of the form of Warrant Agreement and Warrants do not purport to be
complete and are subject to, and are qualified in their entirety by reference
to, all the provisions of the applicable Warrant Agreement and the Warrants.
GENERAL
If Warrants are offered, the Prospectus Supplement will describe the terms
of the Warrants, including the following: (i) the offering price; (ii) the
currency, currencies or currency units for which Warrants may be purchased;
(iii) the designation, aggregate principal amount, currency, currencies or
currency units and terms of the Senior Debt Securities purchasable upon exercise
of the Debt Warrants and the price at which such Senior Debt Securities may be
purchased upon such exercise; (iv) the designation, number of shares and terms
of the Preferred Stock purchasable upon exercise of the Preferred Stock Warrants
and the price at which such shares of Preferred Stock Warrants may be purchased
upon such exercise; (v) the designation, number of shares and terms of the
Common Stock purchasable upon exercise of the Common Stock Warrants and the
price at which such shares of Common Stock may be purchased upon such exercise;
(vi) if applicable, the designation and terms of the Senior Debt Securities,
Preferred Stock or Common Stock with which the Warrants are issued and the
number of Warrants issued with each such Senior Debt Security or share of
Preferred Stock or Common Stock; (vii) if applicable, the date on and after
which the Warrants and the related Senior Debt Securities, Preferred Stock or
Common Stock will be separately transferable; (viii) the date on which the right
to exercise the Warrants shall commence and the date (the 'Expiration Date') on
which such right shall expire; (ix) whether the Warrants
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will be issued in registered or bearer form; (x) a discussion of certain Federal
income tax, accounting and other special considerations, procedures and
limitations relating to the Warrants; and (xi) any other terms of the Warrants.
Warrants may be exchanged for new Warrants of different denominations, may
(if in registered form) be presented for registration of transfer, and may be
exercised at the corporate trust office of the Warrant Agent or any other office
indicated in the Prospectus Supplement. Before the exercise of their Warrants,
holders of Warrants will not have any of the rights of holders of the Senior
Debt Securities or shares of Preferred Stock or Common Stock purchasable upon
such exercise, including the right to receive payments of principal of, any
premium on, or any interest on, the Senior Debt Securities purchasable upon such
exercise or to enforce the covenants in the Indenture or to receive payments of
dividends, if any, on the Preferred Stock or Common Stock purchasable upon such
exercise or to exercise any applicable right to vote.
EXERCISE OF WARRANTS
Each Warrant will entitle the holder to purchase such principal amount of
Senior Debt Securities or such number of shares of Preferred Stock or Common
Stock at such exercise price as shall in each case be set forth in, or
calculable from, the Prospectus Supplement relating to the Warrant. Warrants may
be exercised at such times as are set forth in the Prospectus Supplement
relating to such Warrants. After the close of business on the Expiration Date
(or such later date to which such Expiration Date may be extended by the
Company), unexercised Warrants will become void.
Subject to any restrictions and additional requirements that may be set
forth in the Prospectus Supplement relating thereto, Warrants may be exercised
by delivery to the Warrant Agent of the certificate evidencing such Warrants
properly completed and duly executed and of payment as provided in the
Prospectus Supplement of the amount required to purchase the Senior Debt
Securities or shares of Preferred Stock or Common Stock purchasable upon such
exercise. The exercise price will be the price applicable on the date of payment
in full, as set forth in the Prospectus Supplement relating to the Warrants.
Upon receipt of such payment and the certificate representing the Warrants to be
exercised, properly completed and duly executed at the corporate trust office of
the Warrant Agent or any other office indicated in the Prospectus Supplement,
the Company will, as soon as practicable, issue and deliver the Senior Debt
Securities or shares of Preferred Stock or Common Stock purchasable upon such
exercise. If fewer than all of the Warrants represented by such certificate are
exercised, a new certificate will be issued for the remaining amount of
Warrants.
DESCRIPTION OF TRUST PREFERRED SECURITIES AND TRUST GUARANTEES
TRUST PREFERRED SECURITIES
The Declaration pursuant to which each UPRG Trust is organized will be
replaced by an Amended and Restated Declaration of Trust (the 'Amended
Declaration') which will authorize the trustees (the 'Trustees') of such trust
to issue on behalf of such UPRG Trust one series of Trust Preferred Securities
and one series of Trust Common Securities (together, the 'Trust Securities').
The Trust Preferred Securities will be issued to the public pursuant to the
Registration Statement of which this Prospectus forms a part, and the Trust
Common Securities will be issued directly or indirectly to the Company.
The Trust Preferred Securities will have such terms, including dividends,
redemption, voting, conversion, liquidation rights and such other preferred,
deferred or other special rights or such restrictions as shall be set forth in
the applicable Declaration or made part of such Declaration by the Trust
Indenture Act. Reference is made to the applicable Prospectus Supplement
relating to the Trust Preferred Securities of such UPRG Trust for specific
terms, including (i) the distinctive designation of Trust Preferred Securities,
(ii) the number of Trust Preferred Securities issued by such UPRG Trust, (iii)
the annual dividend rate (or method of determining such rate) for Trust
Preferred Securities issued by such UPRG Trust and the date or dates upon which
such dividends shall be payable, (iv) whether dividends on Trust Preferred
Securities issued by such UPRG Trust shall be cumulative, and, in the case of
Trust Preferred Securities having such cumulative dividend rights, the date or
dates or method of determining the date or dates from which dividends on Trust
Preferred Securities issued by such UPRG Trust shall be cumulative, (v) the
amount or amounts which shall be paid out of the assets of such UPRG Trust to
the
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holder of Trust Preferred Securities of such UPRG Trust upon voluntary or
involuntary dissolution, winding-up or termination of such UPRG Trust, (vi) the
terms and conditions, if any, under which Trust Preferred Securities of such
UPRG Trust may be converted into shares of Capital Stock of the Company,
including the conversion price per share and the circumstances, if any, under
which any such conversion right shall expire, (vii) the terms and conditions, if
any, upon which the related series of the applicable Subordinated Debt
Securities may be distributed to holders of Trust Preferred Securities of such
UPRG Trust, (ix) the obligation, if any, of such UPRG Trust to purchase or
redeem Trust Preferred Securities issued by such UPRG Trust and the price or
prices at which, the period or periods within which and the terms and conditions
upon which Trust Preferred Securities issued by such UPRG Trust shall be
purchased or redeemed, in whole or in part, pursuant to such obligation, (x) the
voting rights, if any, of Trust Preferred Securities issued by such UPRG Trust
in addition to those required by law, including the number of votes per Trust
Preferred Security and any requirement for the approval by the holders of Trust
Preferred Securities, or of Trust Preferred Securities issued by such UPRG
Trust, as a condition to specified action or amendments to the Declaration of
such UPRG Trust, and (xi) any other relevant rights, preferences, privileges,
limitations or restrictions of Trust Preferred Securities issued by such UPRG
Trust consistent with the Declaration of such UPRG Trust or with applicable law.
Pursuant to each Declaration, the Property Trustee will own the Subordinated
Debt Securities purchased by the applicable UPRG Trust for the benefit of the
holders of the Trust Preferred Securities. The payment of dividends out of money
held by the UPRG Trusts, and payments upon redemption of Trust Preferred
Securities or liquidation of any UPRG Trust, will be guaranteed by the Company
to the extent described under '--Trust Guarantees.'
Certain federal income tax considerations applicable to an investment in
Trust Preferred Securities will be described in the Prospectus Supplement
relating thereto.
In connection with the issuance of Trust Preferred Securities, each UPRG
Trust will also issue one series of Trust Common Securities. Each Amended
Declaration will authorize the Regular Trustee of a UPRG Trust to issue on
behalf of such UPRG Trust one series of Trust Common Securities having such
terms, including dividends, conversion, redemption, voting, liquidation rights
or such restrictions as shall be set forth therein. Except as otherwise provided
in the Prospectus Supplement relating to the Trust Preferred Securities, the
terms of the Trust Common Securities issued by such UPRG Trust will be
substantially identical to the terms of the Trust Preferred Securities issued by
such UPRG Trust, and the Trust Common Securities will rank pari passu, and
payments will be made thereon pro rata with the Trust Preferred Securities
except that, upon an event of default under the applicable Declaration, the
rights of the holders of the Trust Common Securities to payment in respect of
dividends and payments upon liquidation, redemption and otherwise will be
subordinated to the rights of the holders of the Trust Preferred Securities.
Except in certain limited circumstances, the Trust Common Securities will also
carry the right to vote and appoint, remove or replace any of the Trustees of
the related UPRG Trust which issued such Trust Common Securities. All of the
Trust Common Securities of each UPRG Trust will be directly or indirectly owned
by the Company.
The Property Trustee and its affiliates provide customary commercial
banking services to the Company and certain of its subsidiaries and participate
in various financing agreements of the Company in the ordinary course of their
business. The Property Trustee acts as the administrative agent under the
Revolving Credit Agreement dated as of October 5, 1995 among the Company and the
Property Trustee.
TRUST GUARANTEES
Set forth below is a summary of information concerning the Trust Guarantees
which will be executed and delivered by the Company, from time to time, for the
benefit of the holders of Trust Preferred Securities. The accompanying
Prospectus Supplement will describe any significant differences between the
actual terms of the Trust Guarantees and the summary below. The following
summary does not purport to be complete and is subject in all respects to the
provisions of, and is qualified in its entirety by reference to, the Trust
Guarantee, which will be filed with the Commission and incorporated by reference
as an exhibit to the Registration Statement of which this Prospectus forms a
part.
General. The Company will irrevocably and unconditionally agree, to the
extent set forth in the Trust Guarantees, to pay in full, to the holders of
Trust Preferred Securities of each series, the Trust Guarantee Payments (as
defined below) (except to the extent paid by such UPRG Trust), as and when due,
regardless of any
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defense, right of set-off or counterclaim which such UPRG Trust may have or
assert. The following payments with respect to any series of Trust Preferred
Securities to the extent not paid by the applicable UPRG Trust (the 'Trust
Guarantee Payments') will be subject to the Trust Guarantees (without
duplication): (i) any accrued and unpaid dividends which are required to be paid
on the Trust Preferred Securities of such series, to the extent such UPRG Trust
shall have funds legally available therefor, (ii) the redemption price,
including all accrued and unpaid dividends (the 'Redemption Price'), payable out
of funds legally available therefor, with respect to any Trust Preferred
Securities called for redemption by such UPRG Trust and (iii) upon a liquidation
of such UPRG Trust (other than in connection with the distribution of
Subordinated Debt Securities to the holders of Trust Preferred Securities or the
redemption of all of the Trust Preferred Securities issued by such UPRG Trust),
the lesser of (a) the aggregate of the liquidation preference and all accrued
and unpaid dividends on the Trust Preferred Securities of such series to the
date of payment and (b) the amount of assets of such UPRG Trust remaining
available for distribution to holders of Trust Preferred Securities of such
series in liquidation of such UPRG Trust. The Company's obligation to make a
Trust Guarantee Payment may be satisfied by direct payment of the required
amounts by the Company to the holders of Trust Preferred Securities or by
causing the applicable UPRG Trust to pay such amounts to such holders.
Covenants of the Company. In each Trust Guarantee, the Company will
covenant that, so long as any Trust Preferred Securities issued by the
applicable UPRG Trust remain outstanding, if there shall have occurred any event
that would constitute an event of default under such Trust Guarantee or the
Declaration of such UPRG Trust, then (a) the Company shall not declare or pay
any dividend on, make any distributions with respect to, or redeem, purchase or
make a liquidation payment with respect to, any of its Common Stock (other than
(i) purchases or acquisitions of shares of Common Stock in connection with the
satisfaction by the Company of its obligations under any employee benefit plan,
(ii) as a result of a reclassification of the Company's Common Stock or the
exchange or conversion of one class or series of the Company's Common Stock for
another class or series of the Company's Common Stock, (iii) the purchase of
fractional interests in shares of the Company's Common Stock pursuant to the
conversion or exchange provisions of such Common Stock of the Company or the
security being converted or exchanged or (iv) purchases or acquisitions of
shares of Common Stock to be used in connection with acquisitions of Common
Stock by shareholders pursuant to the Company's dividend reinvestment plan) or
make any guarantee payments with respect to the foregoing and (b) the Company
shall not make any payment of principal or premium, if any, on or repurchase any
debt securities (including guarantees) other than at stated maturity issued by
the Company which rank pari passu with or junior to such Subordinated Debt
Securities.
Amendment and Assignment. Except with respect to any changes which do not
adversely affect the rights of holders of Trust Preferred Securities of any
series (in which case no vote will be required), each Trust Guarantee with
respect to any series of Trust Preferred Securities may be changed only with the
prior approval of the holders of not less than a majority in liquidation
preference of the outstanding Trust Preferred Securities of such series. The
manner of obtaining any such approval of holders of the Trust Preferred
Securities of each series will be as set forth in an accompanying Prospectus
Supplement. All guarantees and agreements contained in each Trust Guarantee
shall bind the successors, assigns, receivers, trustees and representatives of
the Company and shall inure to the benefit of the holders of the applicable
series of Trust Preferred Securities then outstanding.
Termination of the Trust Guarantees. Each Trust Guarantee will terminate
as to the Trust Preferred Securities issued by the applicable UPRG Trust (a)
upon full payment of the redemption price of all Trust Preferred Securities of
such UPRG Trust, (b) upon distribution of the Subordinated Debt Securities held
by such UPRG Trust to the holders of the Trust Preferred Securities of such UPRG
Trust or (c) upon full payment of the amounts payable in accordance with the
Declaration of such UPRG Trust upon liquidation of such UPRG Trust. Each Trust
Guarantee will continue to be effective or will be reinstated, as the case may
be, if at any time any holder of Trust Preferred Securities issued by the
applicable UPRG Trust must restore payment of any sums paid under such Trust
Preferred Securities or such Trust Guarantee. The subordination provisions of
the Subordinated Debt Securities and the Trust Guarantees, respectively, will
provide that in the event payment is made on the Subordinated Debt Securities or
the Trust Guarantees in contravention of such provisions, such payments will be
paid over to the holders of Senior Indebtedness.
Ranking of the Trust Guarantees. Each Trust Guarantee will constitute an
unsecured obligation of the Company and will rank (i) subordinate and junior in
right of payment to all other liabilities of the Company,
16
<PAGE>
(ii) pari passu with the most senior preferred or preference stock, if any,
hereafter issued by the Company and with any guarantee hereafter entered into by
the Company in respect of any preferred or preference stock or interests of any
affiliate of the Company and (iii) senior to the Company's Common Stock. Each
Declaration will provide that each holder of Trust Preferred Securities by
acceptance thereof agrees to the subordination provisions and other terms of the
applicable Trust Guarantee.
Each Trust Guarantee will constitute a guarantee of payment and not of
collection. The Trust Guarantees will be deposited with the Property Trustee to
be held for the benefit of any series of Trust Preferred Securities. The
Property Trustee will have the right to enforce the Trust Guarantees on behalf
of the holders of any series of Trust Preferred Securities. The holders of not
less than 10% in aggregate liquidation preference of a series of Trust Preferred
Securities will have the right to direct the time, method and place of
conducting any proceeding for any remedy available in respect of the Trust
Guarantee applicable to such series of Trust Preferred Securities, including the
giving of directions to the Property Trustee. If the Property Trustee fails to
enforce a Trust Guarantee as above provided, any holder of Trust Preferred
Securities of a series to which such Trust Guarantee pertains may institute a
legal proceeding directly against the Company to enforce its rights under such
Trust Guarantee, without first instituting a legal proceeding against the
applicable UPRG Trust, or any other person or entity. Each Trust Guarantee will
not be discharged except by payment of the Trust Guarantee Payments in full to
the extent not paid by the applicable UPRG Trust, and by complete performance of
all obligations under such Trust Guarantee.
Governing Law. Each Trust Guarantee will be governed by and construed in
accordance with the laws of the State of New York.
PLAN OF DISTRIBUTION
The Company or the UPRG Trusts may sell the Offered Securities offered
hereby (i) through underwriters or dealers, (ii) through agents, (iii) directly
to purchasers, or (iv) through a combination of any such methods of sale. Any
such underwriter, dealer or agent may be deemed to be an underwriter within the
meaning of the Securities Act. The Prospectus Supplement relating to the Offered
Securities will set forth their offering terms, including the name or names of
any underwriters, dealers or agents, the purchase price of the Offered
Securities and the proceeds to the Company or the UPRG Trusts from such sale,
any underwriting discounts, commissions and other items constituting
compensation to underwriters, dealers or agents, any initial public offering
price, any discounts or concessions allowed or reallowed or paid by underwriters
or dealers to other dealers, and any securities exchanges on which the Offered
Securities may be listed.
If underwriters or dealers are used in the sale, the Offered Securities
will be acquired by the underwriters or dealers for their own account and may be
resold from time to time in one or more transactions, at a fixed price or
prices, which may be changed, or at market prices prevailing at the time of
sale, or at prices related to such prevailing market prices, or at negotiated
prices. The Offered Securities may be offered to the public either through
underwriting syndicates represented by one or more managing underwriters or
directly by one or more of such firms. Unless otherwise set forth in the
Prospectus Supplement, the obligations of underwriters or dealers to purchase
the Offered Securities will be subject to certain conditions precedent and the
underwriters or dealers will be obligated to purchase all the Offered Securities
if any are purchased. Any public offering price and any discounts or concessions
allowed or reallowed or paid by underwriters or dealers to other dealers may be
changed from time to time.
Offered Securities may be sold directly by the Company or the UPRG Trusts
or through agents designated by the Company or the UPRG Trusts from time to
time. Any agent involved in the offer or sale of the Offered Securities in
respect of which this Prospectus is delivered will be named, and any commissions
payable by the Company or the UPRG Trusts to such agent will be set forth, in
the Prospectus Supplement. Unless otherwise indicated in the Prospectus
Supplement, any such agent will be acting on a best efforts basis for the period
of its appointment.
If so indicated in the Prospectus Supplement, the Company or the UPRG
Trusts will authorize underwriters, dealers or agents to solicit offers by
certain specified institutions to purchase Offered Securities from the Company
or the UPRG Trusts at the public offering price set forth in the Prospectus
Supplement pursuant to
17
<PAGE>
delayed delivery contracts providing for payment and delivery on a specified
date in the future. Such contracts will be subject to any conditions set forth
in the Prospectus Supplement and the Prospectus Supplement will set forth the
commission payable for solicitation of such contracts. The underwriters and
other persons soliciting such contracts will have no responsibility for the
validity or performance of any such contracts.
Underwriters, dealers and agents may be entitled under agreements entered
into with the Company or the UPRG Trusts to indemnification by the Company or
the UPRG Trusts against certain civil liabilities, including liabilities under
the Securities Act, or to contribution by the Company or the UPRG Trusts to
payments they may be required to make in respect thereof. The terms and
conditions of such indemnification will be described in an applicable Prospectus
Supplement. Underwriters, dealers and agents may be customers of, engage in
transactions with, or perform services for, the Company or the UPRG Trusts in
the ordinary course of business.
Each series of Offered Securities will be a new issue of securities with no
established trading market. Any underwriters to whom Offered Securities are sold
by the Company or the UPRG Trusts for public offering and sale may make a market
in such Offered Securities, but such underwriters will not be obligated to do so
and may discontinue any market making at any time without notice. No assurance
can be given as to the liquidity of the trading market for any Offered
Securities.
LEGAL OPINIONS
The validity of the Company Securities will be passed upon for the Company
by Mark L. Jones, General Attorney of the Company. The validity of the Trust
Preferred Securities will be passed upon for the Company and the UPRG Trusts by
Richards, Layton & Finger, Wilmington, Delaware, special Delaware counsel to the
Company and the UPRG Trusts. The validity of the Offered Securities will be
passed upon for the underwriters, dealers or agents, if any, by Cravath, Swaine
& Moore, New York, New York. Mr. Jones beneficially owns, or has rights to
acquire under employee benefit plans, an aggregate of less than 1% of the common
stock of the Company. Cravath, Swaine & Moore has from time to time acted as
counsel for the Company and may do so in the future.
EXPERTS
The financial statements incorporated in this Registration Statement by
reference from the Company's Annual Report on Form 10-K for the year ended
December 31, 1995 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which is incorporated herein by reference,
and have been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
With respect to the unaudited interim financial information for periods
ended March 31, 1996 and 1995, June 30, 1996 and 1995 and September 30, 1996 and
1995 which is incorporated herein by reference, Deloitte & Touche LLP have
applied limited procedures in accordance with professional standards for a
review of such information. However, as stated in their reports included in the
Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996,
June 30, 1996 and September 30, 1996 and incorporated by reference herein, they
did not audit and they do not express an opinion on that interim financial
information. Accordingly, the degree of reliance on their reports on such
information should be restricted in light of the limited nature of the review
procedures applied. Deloitte & Touche LLP are not subject to the liability
provisions of Section 11 of the Securities Act for their reports on the
unaudited interim financial information because those reports are not 'reports'
or a 'part' of the registration statement prepared or certified by an accountant
within the meaning of Sections 7 and 11 of the Securities Act.
18
<PAGE>
------------------------------------------------------
------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS
SUPPLEMENT OR PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY UNDERWRITER, DEALER OR AGENT. THIS PROSPECTUS SUPPLEMENT AND PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF
THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS SUPPLEMENT OR PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY SINCE SUCH DATE.
------------------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Description of Notes............................................. S-3
Important Currency Exchange Information.......................... S-25
Foreign Currency Risks........................................... S-26
Certain Federal Tax Consequences................................. S-27
Plan of Distribution............................................. S-30
Legal Opinions................................................... S-31
</TABLE>
PROSPECTUS
<TABLE>
<S> <C>
Available Information............................................ 2
Incorporation of Certain Documents by Reference.................. 2
The Company...................................................... 3
The UPRG Trusts.................................................. 3
Use of Proceeds.................................................. 4
Description of Debt Securities................................... 4
Description of Preferred Stock................................... 12
Description of Common Stock...................................... 13
Description of Warrants.......................................... 13
Description of Trust Preferred Securities and Trust Guarantees... 14
Plan of Distribution............................................. 17
Legal Opinions................................................... 18
Experts.......................................................... 18
</TABLE>
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
$900,000,000
MEDIUM-TERM NOTES
UNION PACIFIC RESOURCES GROUP INC.
[LOGO]
------------
PROSPECTUS SUPPLEMENT
, 1997
------------
SMITH BARNEY INC.
CREDIT SUISSE FIRST BOSTON
GOLDMAN, SACHS & CO.
PETRIE PARKMAN & CO.
------------------------------------------------------
------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee... $227,273
Trustee's Fees and Expenses........................... 10,000
Printing and Engraving Expenses....................... 30,000
Rating Agencies' Fees................................. 175,000
Accountants' Fees and Expenses........................ 30,000
Blue Sky Fees and Expenses............................ 5,000
Miscellaneous......................................... 50,000
--------
Total............................................ $527,273
--------
--------
</TABLE>
- ------------------
* All amounts are estimated except for the registration fee.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
THE COMPANY
The Company is a Utah corporation. Section 16-10a-901 et. seq. of the
Revised Business Corporation Act of Utah grants to a corporation the power to
indemnify a person made a party to a lawsuit or other proceeding because such
person is or was a director or officer. A corporation is further empowered to
purchase insurance on behalf of any person who is or was a director or officer
against any liability asserted against or incurred by him or her in such
capacity or arising out of his or her status as a director or officer. The
Company's By-Laws provide for mandatory indemnification of its directors and
officers in certain circumstances. The Company maintains insurance on behalf of
directors and officers against liability asserted against them arising out of
their status as directors and officers.
The Company's Amended and Restated Articles of Incorporation, incorporated
herein as Exhibit 3.1 to this Registration Statement, eliminates in certain
circumstances the personal liability of directors of the Company for monetary
damages for a breach of their fiduciary duty as directors. This provision does
not eliminate the liability of a director for (i) the amount of a financial
benefit received by a director to which he is not entitled, (ii) an intentional
infliction of harm on the corporation or the stockholders, (iii) a violation of
Section 16-10a-842 of the Revised Business Corporation Act of Utah (relating to
the liability of directors for unlawful distributions) or (iv) an intentional
violation of criminal law.
THE UPRG TRUSTS
Each Declaration pursuant to which each UPRG Trust is organized will
provide that no Regular Trustee, or affiliate of any Regular Trustee, or
officer, director, shareholder, member, partner, employee, representative or
agent of any Regular Trustee or of any such affiliate, or employee or agent of
the applicable UPRG Trust or its affiliates (each an 'Indemnified Person') shall
be liable, responsible or accountable in damages or otherwise to such UPRG Trust
or any employee or agent of such UPRG Trust or its affiliates for any loss,
damage or claim incurred by reason of any act or omission performed or omitted
by such Indemnified Person in good faith on behalf of such UPRG Trust and in a
manner such Indemnified Person reasonably believed to be within the scope of the
authority conferred on such Indemnified Person by such Declaration or by law,
except that an Indemnified Person shall be liable for any such loss, damage or
claim incurred by reason of such Indemnified Person's gross negligence or
willful misconduct with respect to such act or omission. Each Declaration also
provides that to the fullest extent permitted by applicable law, the Company
shall indemnify and hold harmless each Indemnified Person from and against any
loss, damage or claim incurred by such Indemnified Person by reason of any act
or omission performed or omitted by such Indemnified Person in good faith on
behalf of the applicable UPRG Trust and in a manner such Indemnified Person
reasonably believed to be within the scope of authority conferred on such
Indemnified Person by such Declaration, except that no Indemnified Person shall
be entitled to be indemnified in respect of any loss, damage or claim incurred
by such Indemnified Person by reason of gross
II-1
<PAGE>
negligence or willful misconduct with respect to such act or omission. Each
Declaration further provides that, to the fullest extent permitted by applicable
law, expenses (including legal fees) incurred by an Indemnified Person in
defending any claim, demand, action, suit or proceeding shall, from time to
time, be advanced by the Company prior to the final disposition of such claim,
demand, action, suit or proceeding upon receipt of an undertaking by or on
behalf of the Indemnified Person to repay such amount if it shall be determined
that the Indemnified Person is not entitled to be indemnified for the underlying
cause of action as authorized by such Declaration.
THE REGISTRANTS
Reference is made to Section 6 of the form of Underwriting Agreement filed
as Exhibit 1.1, to the forms of Underwriting Agreement to be filed as Exhibits
1.2 and 1.3 and to Section 8 of the form of Distribution Agreement filed as
Exhibit 1.4 for additional indemnification provisions.
ITEM 16. EXHIBITS
<TABLE>
<S> <C>
*1.1 -- Form of Underwriting Agreement for Debt Securities (incorporated
herein by reference to Exhibit 1.1 to the Company's Registration
Statement on Form S-3 (No. 333-2984) filed March 29, 1996).
**1.2 -- Form of Underwriting Agreement for Preferred Stock and Common Stock.
**1.3 -- Form of Underwriting Agreement for Trust Preferred Securities.
*1.4 -- Form of Distribution Agreement (incorporated herein by reference to
Exhibit 1.2 to the Company's Registration Statement on Form S-3 (No.
333-2984) filed March 29, 1996).
*3.1 -- Amended and Restated Articles of Incorporation of Union Pacific
Resources Group Inc. (incorporated herein by reference to Exhibit 3.1
to the Company's Registration Statement on Form S-1 (No. 33-95398)
filed October 10, 1995).
*3.2 -- Amended and Restated By-laws of Union Pacific Resources Group Inc.
(incorporated herein by reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-1 (No. 33-95398) filed October 10,
1995).
*4.1 -- Indenture, dated as of March 27, 1996 (incorporated herein by
reference to Exhibit 4.1 to the Company's Registration Statement on
Form S-3 (No. 333-2984) filed March 29, 1996).
**4.2 -- Form of Subordinated Indenture (including form of Subordinated Debt
Security).
**4.3 -- Form of Warrant Agreement.
*4.4 -- Form of Debt Security (incorporated herein by reference to Exhibit 4.3
to the Company's Registration Statement on Form S-3 (No. 333-2984)
filed March 29, 1996).
*4.5 -- Form of Fixed Rate Note (incorporated herein by reference to Exhibit
4.4 to the Company's Registration Statement on Form S-3 (No. 333-2984)
filed March 29, 1996).
*4.6 -- Form of Floating Rate Note (incorporated herein by reference to
Exhibit 4.5 to the Company's Registration Statement on Form S-3 (No.
333-2984) filed March 29, 1996).
4.7 -- Certificate of Trust of UPRG Capital Trust I.
4.8 -- Certificate of Trust of UPRG Capital Trust II.
4.9 -- Certificate of Trust of UPRG Capital Trust III.
4.10 -- Declaration of Trust of UPRG Capital Trust I.
4.11 -- Declaration of Trust of UPRG Capital Trust II.
4.12 -- Declaration of Trust of UPRG Capital Trust III.
5.1 -- Opinion and consent of Mark L. Jones; General Attorney for the
Company, regarding the Senior Debt Securities, the Preferred Stock,
the Common Stock and the Warrants.
**5.2 -- Opinion and consent of Mark L. Jones; General Attorney for the
Company, regarding the Subordinated Debt Securities.
**5.3 -- Opinion and consent of Richards, Layton & Finger.
12 -- Computation of Ratio of Earnings to Fixed Charges.
15 -- Awareness Letter of Deloitte & Touche LLP.
23 -- Consent of Deloitte & Touche LLP.
24 -- Powers of Attorney.
</TABLE>
II-2
<PAGE>
<TABLE>
<S> <C>
*25.1 -- Statement on Form T-1 of the eligibility of Texas Commerce Bank
National Association, as trustee under the Indenture (incorporated
herein by reference to Exhibit 25 to the Company's Registration
Statement on Form S-3 (No. 333-2984) filed March 29, 1996).
**25.2 -- Statement on Form T-1 of the eligibility of the Subordinated Trustee,
as trustee under the Subordinated Indenture.
**25.3 -- Statement on Form T-1 of the eligibility of , as trustee
under the Amended and Restated Declaration of Trust of UPRG Capital
Trust I.
**25.4 -- Statement on Form T-1 of the eligibility of , as trustee
under the Amended and Restated Declaration of Trust of UPRG Capital
Trust II.
**25.5 -- Statement on Form T-1 of the eligibility of , as trustee
under the Amended and Restated Declaration of Trust of UPRG Capital
Trust III.
**25.6 -- Statement on Form T-1 of the eligibility of , as trustee
under the Trust Guarantee of the Company for the benefit of the
holders of Trust Preferred Securities of the UPRG Capital Trust I.
**25.7 -- Statement on Form T-1 of the eligibility of , as trustee
under the Trust Guarantee of the Company for the benefit of the
holders of Trust Preferred Securities of UPRG Capital Trust II.
**25.8 -- Statement on Form T-1 of the eligibility of , as trustee
under the Trust Guarantee of the Company for the benefit of the
holders of Trust Preferred Securities of UPRG Capital Trust III.
</TABLE>
- ------------------
* Incorporated herein by reference.
** To be filed either by amendment or as an exhibit to an Exchange Act Report
and incorporated herein by reference.
ITEM 17. UNDERTAKINGS
The undersigned Registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
Registration Statement
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the Prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement; provided, however, that notwithstanding
the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering
price set forth in the 'Calculation of Registration Fee' table in the
effective registration statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
provided, however, that the undertakings set forth in clauses (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports
filed by the Company pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934 that are incorporated by reference in this
Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof;
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering; and
II-3
<PAGE>
(4) That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the Company's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrants pursuant to the provisions described under Item 15 above or
otherwise, the Registrants have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is therefore unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrants of expenses incurred or paid by a director,
officer or controlling person of the Registrants in the successful defense of
any action, suit or proceeding) is asserted against the Registrants by such
director, officer or controlling person in connection with the securities being
registered, the Registrants will, unless in the opinion of their respective
counsels the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Union Pacific
Resources Group Inc. certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Fort Worth, Texas, on this day of
, 1997.
UNION PACIFIC RESOURCES GROUP INC.,
By: /s/ MORRIS B. SMITH
-----------------------------------
Morris B. Smith
Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-3 has been signed below on this day of
, 1997, by the following persons in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ JACK L. MESSMAN Chairman, Chief Executive
- ----------------------------------- Officer and Director
(Jack L. Messman) (Principal Executive Officer)
/s/ MORRIS B. SMITH Vice President
- ----------------------------------- and Chief Financial Officer
(Morris B. Smith) (Principal Financial Officer)
/s/ (John E. Jackson) Controller
- ----------------------------------- (Principal Accounting Officer)
(John E. Jackson)
H. JESSE ARNELLE* Director
LYNNE V. CHENEY* Director
PRESTON M. GEREN, III* Director
LAWRENCE M. JONES* Director By: /s/ MARK L. JONES
DREW LEWIS* Director --------------------------
CLAUDINE B, MALONE* Director (Mark L. Jones)
JOHN W. PODUSKA, SR., PH.D.* Director (*Attorney-in-Fact)
SAMUEL J. SKINNER* Director
JAMES R. THOMPSON* Director
</TABLE>
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of UPRG
Capital Trust I, UPRG Capital Trust II and UPRG Capital Trust III certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned thereunto duly authorized, in the City of Forth
Worth, Texas on the day of 1997.
UPRG CAPITAL TRUST I,
a Delaware business trust
By: UNION PACIFIC RESOURCES GROUP
INC., as Depositor
By: /s/ MORRIS B. SMITH
---------------------------------
Morris B. Smith
Vice President and
Chief Financial Officer
UPRG CAPITAL TRUST II,
a Delaware business trust
By: UNION PACIFIC RESOURCES GROUP
INC., as Depositor
By: /s/ MORRIS B. SMITH
---------------------------------
Morris B. Smith
Vice President and
Chief Financial Officer
UPRG CAPITAL TRUST III,
a Delaware business trust
By: UNION PACIFIC RESOURCES GROUP
INC., as Depositor
By: /s/ MORRIS B. SMITH
---------------------------------
Morris B. Smith
Vice President and
Chief Financial Officer
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NO.
- ------- ----------- ------------
<S> <C> <C>
*1.1 -- Form of Underwriting Agreement for Debt Securities
(incorporated herein by reference to Exhibit 1.1 to the
Company's Registration Statement on Form S-3 (No.
333-2984) filed March 29, 1996).
**1.2 -- Form of Underwriting Agreement for Preferred Stock and
Common Stock.
**1.3 -- Form of Underwriting Agreement for Trust Preferred
Securities.
*1.4 -- Form of Distribution Agreement (incorporated herein by
reference to Exhibit 1.2 to the Company's Registration
Statement on Form S-3 (No. 333-2984) filed March 29,
1996).
*3.1 -- Amended and Restated Articles of Incorporation of Union
Pacific Resources Group Inc. (incorporated herein by
reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-1 (No. 33-95398) filed October 10,
1995).
*3.2 -- Amended and Restated By-laws of Union Pacific Resources
Group Inc. (incorporated herein by reference to Exhibit
3.2 to the Company's Registration Statement on Form S-1
(No. 33-95398) filed October 10, 1995).
*4.1 -- Indenture, dated as of March 27, 1996 (incorporated
herein by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-3 (No. 333-2984) filed
March 29, 1996).
**4.2 -- Form of Subordinated Indenture (including form of
Subordinated Debt Security).
**4.3 -- Form of Warrant Agreement.
*4.4 -- Form of Debt Security (incorporated herein by reference
to Exhibit 4.3 to the Company's Registration Statement
on Form S-3 (No. 333-2984) filed March 29, 1996).
*4.5 -- Form of Fixed Rate Note (incorporated herein by
reference to Exhibit 4.4 to the Company's Registration
Statement on Form S-3 (No. 333-2984) filed March 29,
1996).
*4.6 -- Form of Floating Rate Note (incorporated herein by
reference to Exhibit 4.5 to the Company's Registration
Statement on Form S-3 (No. 333-2984) filed March 29,
1996).
4.7 -- Certificate of Trust of UPRG Capital Trust I.
4.8 -- Certificate of Trust of UPRG Capital Trust II.
4.9 -- Certificate of Trust of UPRG Capital Trust III.
4.10 -- Declaration of Trust of UPRG Capital Trust I.
4.11 -- Declaration of Trust of UPRG Capital Trust II.
4.12 -- Declaration of Trust of UPRG Capital Trust III.
5.1 -- Opinion and consent of Mark L. Jones; General Attorney
for the Company, regarding the Senior Debt Securities,
the Preferred Stock, the Common Stock and the Warrants.
**5.2 -- Opinion and consent of Mark L. Jones; General Attorney
for the Company, regarding the Subordinated Debt
Securities.
**5.3 -- Opinion and consent of Richards, Layton & Finger.
12 -- Computation of Ratio of Earnings to Fixed Charges.
15 -- Awareness Letter of Deloitte & Touche LLP.
23 -- Consent of Deloitte & Touche LLP.
24 -- Powers of Attorney.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NO.
- ------- ----------- ------------
<S> <C> <C>
*25.1 -- Statement on Form T-1 of the eligibility of Texas
Commerce Bank National Association, as trustee under the
Indenture (incorporated herein by reference to Exhibit
25 to the Company's Registration Statement on Form S-3
(No. 333-2984) filed March 29, 1996).
**25.2 -- Statement on Form T-1 of the eligibility of the
Subordinated Trustee, as trustee under the Subordinated
Indenture.
**25.3 -- Statement on Form T-1 of the eligibility of ,
as trustee under the Amended and Restated Declaration of
Trust of UPRG Capital Trust I.
**25.4 -- Statement on Form T-1 of the eligibility of ,
as trustee under the Amended and Restated Declaration of
Trust of UPRG Capital Trust II.
**25.5 -- Statement on Form T-1 of the eligibility of ,
as trustee under the Amended and Restated Declaration of
Trust of UPRG Capital Trust III.
**25.6 -- Statement on Form T-1 of the eligibility of ,
as trustee under the Trust Guarantee of the Company for
the benefit of the holders of Trust Preferred Securities
of the UPRG Capital Trust I.
**25.7 -- Statement on Form T-1 of the eligibility of ,
as trustee under the Trust Guarantee of the Company for
the benefit of the holders of Trust Preferred Securities
of UPRG Capital Trust II.
**25.8 -- Statement on Form T-1 of the eligibility of ,
as trustee under the Trust Guarantee of the Company for
the benefit of the holders of Trust Preferred Securities
of UPRG Capital Trust III.
</TABLE>
- ------------------
* Incorporated herein by reference.
** To be filed either by amendment or as an exhibit to an Exchange Act Report
and incorporated herein by reference.
<PAGE>
CERTIFICATE OF TRUST OF
UPRG CAPITAL TRUST I
THIS Certificate of Trust of UPRG Capital Trust I (the "Trust"),
dated February 27, 1997, is being duly executed and filed by Chase Manhattan
Bank Delaware, a Delaware banking corporation, as trustee, to form a business
trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.).
1. Name. The name of the business trust formed hereby is UPRG Capital
Trust I.
2. Delaware Trustee. The name and business address of the trustee of
the Trust in the State of Delaware is Chase Manhattan Bank Delaware,
1201 Market Street, Wilmington, Delaware 19801, Attention: Corporate
Trustee Administration.
3. Effective Date. This Certificate of Trust shall be effective as of
the date filed.
IN WITNESS WHEREOF, the undersigned, being the sole trustee of the
Trust, has executed this Certificate of Trust as of the date first-above
written.
CHASE MANHATTAN BANK DELAWARE,
as trustee
By: /s/ John J. Cashin
----------------------------------
Name: John J. Cashin
Title: Senior Trust Officer
/s/ Joseph A. LaSala, Jr.
---------------------------------------
as Regular Trustee
/s/ Morris B. Smith
---------------------------------------
as Regular Trustee
<PAGE>
CERTIFICATE OF TRUST OF
UPRG CAPITAL TRUST II
THIS Certificate of Trust of UPRG Capital Trust II (the "Trust"),
dated February 27, 1997, is being duly executed and filed by Chase Manhattan
Bank Delaware, a Delaware banking corporation, as trustee, to form a business
trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.).
1. Name. The name of the business trust formed hereby is UPRG Capital
Trust II.
2. Delaware Trustee. The name and business address of the trustee of the
Trust in the State of Delaware is Chase Manhattan Bank Delaware, 1201 Market
Street, Wilmington, Delaware 19801, Attention: Corporate Trustee
Administration.
3. Effective Date. This Certificate of Trust shall be effective as of
the date filed.
IN WITNESS WHEREOF, the undersigned, being the sole trustee of the
Trust, has executed this Certificate of Trust as of the date first-above
written.
CHASE MANHATTAN BANK DELAWARE,
as trustee
By: /s/ John J. Cashin
------------------------------
Name: John J. Cashin
Title: Senior Trust Officer
/s/ Joseph A. LaSala, Jr.
----------------------------------
as Regular Trustee
/s/ Morris B. Smith
----------------------------------
as Regular Trustee
<PAGE>
CERTIFICATE OF TRUST OF
UPRG CAPITAL TRUST III
THIS Certificate of Trust of UPRG Capital Trust III (the "Trust"),
dated February 27, 1997, is being duly executed and filed by Chase Manhattan
Bank Delaware, a Delaware banking corporation, as trustee, to form a business
trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.).
1. Name. The name of the business trust formed hereby is UPRG Capital
Trust III.
2. Delaware Trustee. The name and business address of the trustee of
the Trust in the State of Delaware is Chase Manhattan Bank Delaware, 1201 Market
Street, Wilmington, Delaware 19801, Attention: Corporate Trustee
Administration.
3. Effective Date. This Certificate of Trust shall be effective as of
the date filed.
IN WITNESS WHEREOF, the undersigned, being the sole trustee of the
Trust, has executed this Certificate of Trust as of the date first-above
written.
CHASE MANHATTAN BANK DELAWARE,
as trustee
By: /s/ John J. Cashin
-----------------------------
Name: John J. Cashin
Title: Senior Trust Officer
/s/ Joseph A. LaSala, Jr.
---------------------------------
as Regular Trustee
/s/ Morris B. Smith
---------------------------------
as Regular Trustee
<PAGE>
DECLARATION OF TRUST OF
UPRG CAPITAL TRUST I
THIS DECLARATION OF TRUST, dated as of February 27, 1997, among Union
Pacific Resources Group, Inc., a Utah corporation, as "Depositor", Chase
Manhattan Bank Delaware, a Delaware banking corporation, not in its individual
capacity but solely as trustee (the "Delaware Trustee") and Joseph A. LaSala,
Jr. and Morris B. Smith, as trustees (the "Regular Trustees" and collectively
with the Delaware Trustee, the "Trustees"). The Depositor and the Trustees
hereby agree as follows:
1. The trust created hereby shall be known as UPRG Capital
Trust I, in which name the Trustees, or the Depositor to the extent provided
herein, may conduct the business of the Trust, make and execute contracts, and
sue and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets
over to the Trustees the sum of $10. The Trustees hereby acknowledge receipt of
such amount in trust from the Depositor, which amount shall constitute the
initial trust estate. The Trustees hereby declare that they will hold the trust
estate in trust for the Depositor. It is the intention of the parties hereto
that the Trust created hereby constitute a business trust under Chapter 38 of
Title 12 of the Delaware Code, 12 Del. C. Section 3801 et seq. (the "Business
Trust Act"), and that this document constitutes the governing instrument of the
Trust. The Trustees are hereby authorized and directed to execute and file a
certificate of trust with the Delaware Secretary of State in accordance with the
provisions of the Business Trust Act.
3. The Depositor and Trustees will enter into an Amended and
Restated Declaration of Trust, satisfactory to each such party and substantially
in the form to be included as an Exhibit to the 1933 Act Registration Statement
referred to below, to provide for the contemplated operation of the Trust
created hereby and the issuance by such Trust of the Preferred Securities and
Common Securities referred to therein. Prior to the execution and delivery of
such Amended and Restated Declaration of Trust, the Trustees shall not have any
duty or obligation hereunder or with respect to the trust estate, except as
otherwise required by applicable law or as may be necessary to obtain prior to
such execution and delivery any licenses, consents or approvals required by
applicable law or otherwise.
4. The Depositor and the Trustees hereby authorize and direct
the Depositor, as the sponsor of the Trust, (I) to file with the Securities and
Exchange Commission (the "Commission") and execute, in each case on behalf of
the Trust, (a) the Registration Statement on Form S-3 (the "1933 Act
Registration Statement"), including any pre-effective or post-effective
amendments to such 1933 Act Registration Statement, relating to the registration
under the Securities Act of 1933, as amended, of the Preferred Securities of the
Trust and certain other securities and (b) a Registration Statement on Form 8-A
(the "1934 Act Registration Statement") (including all pre-effective and
post-effective amendments
<PAGE>
thereto) relating to the registration of the Preferred Securities of the Trust
under Section 12(b) of the Securities Exchange Act of 1934, as amended; (ii) to
file with the New York Stock Exchange (the "Exchange") and execute on behalf of
the Trust a listing application and all other applications, statements,
certificates, agreements and other instruments as shall be necessary or
desirable to cause the Preferred Securities to be listed on the Exchange; (iii)
to file and execute on behalf of the Trust such applications, reports, surety
bonds, irrevocable consents, appointments of attorney for service of process and
other papers and documents as shall be necessary or desirable to register the
Preferred Securities under the securities or blue sky laws of such jurisdictions
as the Depositor, on behalf of the Trust, may deem necessary or desirable and
(iv) to execute on behalf of the Trust that certain Underwriting Agreement
relating to the Preferred Securities, among the Trust, the Depositor and the
several Underwriters named therein, substantially in the form to be included as
an Exhibit to the 1933 Act Registration Statement. In the event that any filing
referred to in clauses (i) through (iii) above is required by the rules and
regulations of the Commission, the Exchange or any other national stock exchange
or state securities or blue sky laws, to be executed on behalf of the Trust by
the Trustees, any Regular Trustee, in his capacity as Trustee of the Trust, is
hereby authorized and directed to join in any such filing and to execute on
behalf of the Trust any and all of the foregoing, it being understood that Chase
Manhattan Bank Delaware, in its capacity as Trustee of the Trust, shall not be
required to join in any such filing or execute on behalf of the Trust any such
document unless required by the rules and regulations of the Commission, the
Exchange or any other national stock exchange or state securities or blue sky
laws. In connection with all of the foregoing, the Depositor hereby constitutes
and appoints Joseph A. LaSala, Jr. and Morris B. Smith, and each of them, as its
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for the Depositor or in the Depositor's name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to the 1933 Act Registration Statement and the 1934
Act Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as the Depositor might or could do in
person, thereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their respective substitute or substitutes, shall do
or cause to be done by virtue hereof.
5. This Declaration of Trust may be executed in one or more
counterparts.
6. The number of Trustees initially shall be three (3) and
thereafter the number of Trustees shall be such number as shall be fixed from
time to time by a written instrument signed by the Depositor which may increase
or decrease the number of Trustees; provided, however, that to the extent
required by the Business Trust Act, one Trustee shall either be a natural person
who is a resident of the State of Delaware or, if not a natural person, an
entity which has its principal place of business in the State of Delaware and
otherwise meets the requirements of applicable Delaware law. Subject to the
foregoing, the
<PAGE>
Depositor is entitled to appoint or remove without cause any Trustee at any
time. Any Trustee may resign upon thirty days prior written notice to the
Depositor.
7. The Delaware Trustee shall be a Trustee hereunder for the
sole and limited purpose of fulfilling the requirements of Section 3807 of the
Business Trust Act.
8. This Declaration of Trust shall be governed by and
construed in accordance with, the laws of the State of Delaware (without regard
to conflict of laws principals).
IN WITNESS WHEREOF, the parties hereto have caused this
Declaration of Trust to be duly executed as of the day and year first above
written.
UNION PACIFIC RESOURCES GROUP, INC.,
as Depositor
By: /s/ Joseph A. LaSala, Jr.
________________________________
Name: Joseph A. LaSala, Jr.
Title: Vice President
and General Counsel
CHASE MANHATTAN BANK DELAWARE, not in
its individual capacity but solely as
Delaware Trustee
By: /s/ John J. Cashin
_________________________________
Name: John J. Cashin
Title: Senior Trust Officer
/s/ Joseph A. LaSala, Jr.
-------------------------------------
as Regular Trustee
/s/ Morris B. Smith
-------------------------------------
as Regular Trustee
<PAGE>
DECLARATION OF TRUST OF
UPRG CAPITAL TRUST II
THIS DECLARATION OF TRUST, dated as of February 27, 1997, among Union
Pacific Resources Group, Inc., a Utah corporation, as "Depositor", Chase
Manhattan Bank Delaware, a Delaware banking corporation, not in its individual
capacity but solely as trustee (the "Delaware Trustee") and Joseph A. LaSala,
Jr. and Morris B. Smith, as trustees (the "Regular Trustees" and collectively
with the Delaware Trustee, the "Trustees"). The Depositor and the Trustees
hereby agree as follows:
1. The trust created hereby shall be known as UPRG Capital Trust II, in
which name the Trustees, or the Depositor to the extent provided
herein, may conduct the business of the Trust, make and execute
contracts, and sue and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets over to the
Trustees the sum of $10. The Trustees hereby acknowledge receipt of
such amount in trust from the Depositor, which amount shall constitute
the initial trust estate. The Trustees hereby declare that they will
hold the trust estate in trust for the Depositor. It is the intention
of the parties hereto that the Trust created hereby constitute a
business trust under Chapter 38 of Title 12 of the Delaware Code, 12
Del. C. Section 3801 et seq. (the "Business Trust Act"), and that this
document constitutes the governing instrument of the Trust. The
Trustees are hereby authorized and directed to execute and file a
certificate of trust with the Delaware Secretary of State in accordance
with the provisions of the Business Trust Act.
3. The Depositor and Trustees will enter into an Amended and Restated
Declaration of Trust, satisfactory to each such party and substantially
in the form to be included as an Exhibit to the 1933 Act Registration
Statement referred to below, to provide for the contemplated operation
of the Trust created hereby and the issuance by such Trust of the
Preferred Securities and Common Securities referred to therein. Prior
to the execution and delivery of such Amended and Restated Declaration
of Trust, the Trustees shall not have any duty or obligation hereunder
or with respect to the trust estate, except as otherwise required by
applicable law or as may be necessary to obtain prior to such execution
and delivery any licenses, consents or approvals required by applicable
law or otherwise.
4. The Depositor and the Trustees hereby authorize and direct the
Depositor, as the sponsor of the Trust, (I) to file with the Securities
and Exchange Commission (the "Commission") and execute, in each case on
behalf of the Trust, (a) the Registration Statement on Form S-3 (the
"1933 Act Registration Statement"), including any pre-effective or
post-effective amendments to such 1933 Act Registration Statement,
relating to the registration under the Securities Act of 1933, as
amended, of the Preferred Securities of the Trust and certain other
securities and (b) a Registration Statement on Form 8-A (the "1934 Act
Registration Statement") (including all pre-effective and
post-effective amendments thereto) relating to the registration of the
Preferred Securities of the Trust under Section 12(b) of the Securities
Exchange Act of 1934,
<PAGE>
as amended; (ii) to file with the New York Stock Exchange (the
"Exchange") and execute on behalf of the Trust a listing application
and all other applications, statements, certificates, agreements and
other instruments as shall be necessary or desirable to cause the
Preferred Securities to be listed on the Exchange; (iii) to file and
execute on behalf of the Trust such applications, reports, surety
bonds, irrevocable consents, appointments of attorney for service of
process and other papers and documents as shall be necessary or
desirable to register the Preferred Securities under the securities or
blue sky laws of such jurisdictions as the Depositor, on behalf of the
Trust, may deem necessary or desirable and (iv) to execute on behalf of
the Trust that certain Underwriting Agreement relating to the Preferred
Securities, among the Trust, the Depositor and the several Underwriters
named therein, substantially in the form to be included as an Exhibit
to the 1933 Act Registration Statement. In the event that any filing
referred to in clauses (i) through (iii) above is required by the rules
and regulations of the Commission, the Exchange or any other national
stock exchange or state securities or blue sky laws, to be executed on
behalf of the Trust by the Trustees, any Regular Trustee, in his
capacity as Trustee of the Trust, is hereby authorized and directed to
join in any such filing and to execute on behalf of the Trust any and
all of the foregoing, it being understood that Chase Manhattan Bank
Delaware, in its capacity as Trustee of the Trust, shall not be
required to join in any such filing or execute on behalf of the Trust
any such document unless required by the rules and regulations of the
Commission, the Exchange or any other national stock exchange or state
securities or blue sky laws. In connection with all of the foregoing,
the Depositor hereby constitutes and appoints Joseph A. LaSala, Jr. and
Morris B. Smith, and each of them, as its true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the Depositor or in the Depositor's name, place and
stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to the 1933 Act Registration
Statement and the 1934 Act Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith,
with the Commission, granting unto said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to
all intents and purposes as the Depositor might or could do in person,
thereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their respective substitute or substitutes,
shall do or cause to be done by virtue hereof.
5. This Declaration of Trust may be executed in one or more counterparts.
6. The number of Trustees initially shall be three (3) and thereafter
the number of Trustees shall be such number as shall be fixed from time
to time by a written instrument signed by the Depositor which may
increase or decrease the number of Trustees; provided, however, that to
the extent required by the Business Trust Act, one Trustee shall either
be a natural person who is a resident of the State of Delaware or, if
not a natural person, an entity which has its principal place of
business in the State of Delaware and otherwise meets the requirements
of applicable Delaware law. Subject to the foregoing, the Depositor is
entitled to appoint or remove without cause any Trustee at any time.
Any Trustee may resign upon thirty days prior written notice to the
Depositor.
<PAGE>
7. The Delaware Trustee shall be a Trustee hereunder for the sole and
limited purpose of fulfilling the requirements of Section 3807 of the
Business Trust Act.
8. This Declaration of Trust shall be governed by and construed in
accordance with, the laws of the State of Delaware (without regard to
conflict of laws principals).
IN WITNESS WHEREOF, the parties hereto have caused this
Declaration of Trust to be duly executed as of the day and year first above
written.
UNION PACIFIC RESOURCES GROUP, INC.,
as Depositor
By: /s/ Joseph A. LaSala, Jr.
--------------------------------
Name: Joseph A. LaSala, Jr.
Title: Vice President
and General Counsel
CHASE MANHATTAN BANK DELAWARE, not in
its individual capacity but solely as
Delaware Trustee
By: /s/ John J. Cashin
---------------------------------
Name: John J. Cashin
Title: Senior Trust Officer
/s/ Joseph A. LaSala, Jr.
-------------------------------------
as Regular Trustee
/s/ Morris B. Smith
-------------------------------------
as Regular Trustee
<PAGE>
DECLARATION OF TRUST OF
UPRG CAPITAL TRUST III
THIS DECLARATION OF TRUST, dated as of February 27, 1997, among Union
Pacific Resources Group, Inc., a Utah corporation, as "Depositor", Chase
Manhattan Bank Delaware, a Delaware banking corporation, not in its individual
capacity but solely as trustee (the "Delaware Trustee") and Joseph A. LaSala,
Jr. and Morris B. Smith, as trustees (the "Regular Trustees" and collectively
with the Delaware Trustee, the "Trustees"). The Depositor and the Trustees
hereby agree as follows:
1. The trust created hereby shall be known as UPRG Capital Trust III, in
which name the Trustees, or the Depositor to the extent provided
herein, may conduct the business of the Trust, make and execute
contracts, and sue and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets over to the
Trustees the sum of $10. The Trustees hereby acknowledge receipt of
such amount in trust from the Depositor, which amount shall constitute
the initial trust estate. The Trustees hereby declare that they will
hold the trust estate in trust for the Depositor. It is the intention
of the parties hereto that the Trust created hereby constitute a
business trust under Chapter 38 of Title 12 of the Delaware Code, 12
Del. C. Section 3801 et seq. (the "Business Trust Act"), and that this
document constitutes the governing instrument of the Trust. The
Trustees are hereby authorized and directed to execute and file a
certificate of trust with the Delaware Secretary of State in accordance
with the provisions of the Business Trust Act.
3. The Depositor and Trustees will enter into an Amended and Restated
Declaration of Trust, satisfactory to each such party and substantially
in the form to be included as an Exhibit to the 1933 Act Registration
Statement referred to below, to provide for the contemplated operation
of the Trust created hereby and the issuance by such Trust of the
Preferred Securities and Common Securities referred to therein. Prior
to the execution and delivery of such Amended and Restated Declaration
of Trust, the Trustees shall not have any duty or obligation hereunder
or with respect to the trust estate, except as otherwise required by
applicable law or as may be necessary to obtain prior to such execution
and delivery any licenses, consents or approvals required by applicable
law or otherwise.
4. The Depositor and the Trustees hereby authorize and direct the
Depositor, as the sponsor of the Trust, (I) to file with the Securities
and Exchange Commission (the "Commission") and execute, in each case on
behalf of the Trust, (a) the Registration Statement on Form S-3 (the
"1933 Act Registration Statement"), including any pre-effective or
post-effective amendments to such 1933 Act Registration Statement,
relating to the registration under the Securities Act of 1933, as
amended, of the Preferred Securities of the Trust and certain other
securities and (b) a Registration Statement on Form 8-A (the "1934 Act
Registration Statement") (including all pre-effective and
post-effective amendments thereto) relating to the registration of the
Preferred Securities of the Trust under Section 12(b) of the Securities
Exchange Act of 1934,
<PAGE>
as amended; (ii) to file with the New York Stock Exchange (the
"Exchange") and execute on behalf of the Trust a listing application
and all other applications, statements, certificates, agreements and
other instruments as shall be necessary or desirable to cause the
Preferred Securities to be listed on the Exchange; (iii) to file and
execute on behalf of the Trust such applications, reports, surety
bonds, irrevocable consents, appointments of attorney for service of
process and other papers and documents as shall be necessary or
desirable to register the Preferred Securities under the securities or
blue sky laws of such jurisdictions as the Depositor, on behalf of the
Trust, may deem necessary or desirable and (iv) to execute on behalf of
the Trust that certain Underwriting Agreement relating to the Preferred
Securities, among the Trust, the Depositor and the several Underwriters
named therein, substantially in the form to be included as an Exhibit
to the 1933 Act Registration Statement. In the event that any filing
referred to in clauses (i) through (iii) above is required by the rules
and regulations of the Commission, the Exchange or any other national
stock exchange or state securities or blue sky laws, to be executed on
behalf of the Trust by the Trustees, any Regular Trustee, in his
capacity as Trustee of the Trust, is hereby authorized and directed to
join in any such filing and to execute on behalf of the Trust any and
all of the foregoing, it being understood that Chase Manhattan Bank
Delaware, in its capacity as Trustee of the Trust, shall not be
required to join in any such filing or execute on behalf of the Trust
any such document unless required by the rules and regulations of the
Commission, the Exchange or any other national stock exchange or state
securities or blue sky laws. In connection with all of the foregoing,
the Depositor hereby constitutes and appoints Joseph A. LaSala, Jr. and
Morris B. Smith, and each of them, as its true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the Depositor or in the Depositor's name, place and
stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to the 1933 Act Registration
Statement and the 1934 Act Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith,
with the Commission, granting unto said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to
all intents and purposes as the Depositor might or could do in person,
thereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their respective substitute or substitutes,
shall do or cause to be done by virtue hereof.
5. This Declaration of Trust may be executed in one or more counterparts.
6. The number of Trustees initially shall be three (3) and thereafter
the number of Trustees shall be such number as shall be fixed from time
to time by a written instrument signed by the Depositor which may
increase or decrease the number of Trustees; provided, however, that to
the extent required by the Business Trust Act, one Trustee shall either
be a natural person who is a resident of the State of Delaware or, if
not a natural person, an entity which has its principal place of
business in the State of Delaware and otherwise meets the requirements
of applicable Delaware law. Subject to the foregoing, the Depositor is
entitled to appoint or remove without cause any Trustee at any time.
Any Trustee may resign upon thirty days prior written notice to the
Depositor.
<PAGE>
7. The Delaware Trustee shall be a Trustee hereunder for the sole and
limited purpose of fulfilling the requirements of Section 3807 of the
Business Trust Act.
8. This Declaration of Trust shall be governed by and construed in
accordance with, the laws of the State of Delaware (without regard to
conflict of laws principals).
IN WITNESS WHEREOF, the parties hereto have caused this
Declaration of Trust to be duly executed as of the day and year first above
written.
UNION PACIFIC RESOURCES GROUP, INC.,
as Depositor
By: /s/ Joseph A. LaSala, Jr.
--------------------------------
Name: Joseph A. LaSala, Jr.
Title: Vice President
and General Counsel
CHASE MANHATTAN BANK DELAWARE, not in
its individual capacity but solely as
Delaware Trustee
By: /s/ John J. Cashin
----------------------------------
Name: John J. Cashin
Title: Senior Trust Officer
/s/ Joseph A. LaSala, Jr.
--------------------------------------
as Regular Trustee
/s/ Morris B. Smith
--------------------------------------
as Regular Trustee
<PAGE>
[UNION PACIFIC RESOURCES GROUP INC. LETTERHEAD]
March 3, 1997
Union Pacific Resources Group Inc.
801 Cherry Street
Forth Worth, Texas 76102
RE: Union Pacific Resources Group Inc.
Registration Statement on Form S-3
----------------------------------
Dear Sirs:
I am the General Attorney of Union Pacific Resources Group Inc., a Utah
corporation (the "Company"), and am rendering this opinion in connection with
the Registration Statement on Form S-3 (the "Registration Statement") of the
Company and UPRG Capital Trust I, UPRG Capital Trust II and UPRG Capital Trust
III, each a Delaware statutory business trust (collectively, the "UPRG Trusts")
being filed today with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to (a)
the following Securities of the Company: (i) unsecured senior debt securities
(the "Senior Debt Securities"), (ii) unsecured subordinated debt securities,
(iii) warrants to purchase Senior Debt Securities (the "Debt Warrants"), (iv)
shares of preferred stock, without par value, (the "Preferred Stock"), (v)
warrants to purchase shares of Preferred Stock (the "Preferred Stock Warrants"),
(vi) shares of common stock, without par value, (the "Common Stock"), and (vii)
warrants to purchase shares of Common Stock (the "Common Stock Warrants" and,
collectively with the Debt Warrants and the Preferred Stock Warrants, the
"Warrants"), and (b) the following securities of the UPRG Trusts: (i) preferred
securities, and (ii) guarantees of preferred securities, for issuance from time
to time pursuant to Rule 415 under the Securities Act.
I have examined (i) the form of the Senior Indenture (the "Senior
Indenture") between the Company and Texas Commerce Bank National Association, as
trustee (the "Senior Trustee"), pursuant to which the Senior Debt Securities
will be issued, and (ii) I have examined such other documents and made such
other investigations as I have deemed necessary or
<PAGE>
2
advisable for purposes of this opinion. Based thereon, I am of the opinion that:
1. The Company is a corporation duly organized and validly
existing under the laws of the State of Utah.
2. The execution and delivery of the Senior Indenture by the
Company and the issuance and sale of Senior Debt Securities
have been validly authorized by all necessary corporate action
by the Company.
3. When (i) the Registration Statement shall have become
effective under the Securities Act, (ii) the blue sky or
securities laws of certain states shall have been complied
with, (iii) the Senior Indenture shall have been executed and
delivered by the Company and the Senior Trustee and duly
qualified under the Trust Indenture Act of 1939, as amended,
and (iv) the Senior Debt Securities shall have been duly
authorized, executed, authenticated and delivered against
payment therefor or upon exercise of Warrants, and the Company
shall have received any additional consideration which is
payable upon such exercise, the Senior Debt Securities shall
constitute binding obligations of the Company enforceable in
accordance with their terms, except as enforceability may be
limited by bankruptcy, insolvency, reorganization or other
laws relating to or affecting creditors' rights generally and
subject to general principles of equity.
4. When (i) the Registration Statement shall have become
effective under the Securities Act, (ii) the blue sky or
securities laws of certain states shall have been complied
with, and (iii) the Preferred Stock shall have been (A)
authorized, issued and sold as contemplated by the
Registration Statement and the Company shall have received
consideration therefor or (B) issued upon exercise of
Warrants, the Preferred Stock will be validly issued, fully
paid and non-assessable.
5. When (i) the Registration Statement shall have become
effective under the Securities Act, (ii) the blue sky or
securities laws of certain states shall have been complied
with, and (iii)
<PAGE>
3
the Common Stock shall have been (A) authorized, issued and
sold as contemplated by the Registration Statement and the
Company shall have received consideration therefor or (B)
issued upon exercise of Warrants, the Common Stock will be
validly issued, fully paid and non-assessable.
6. When (i) the Registration Statement shall have become
effective under the Securities Act, (ii) the blue sky or
securities laws of certain states shall have been complied
with, (iii) a warrant agreement or agreements shall have been
authorized, executed and delivered by the Company and a
warrant agent, and (iv) the Warrants shall have been duly
executed and delivered against payment therefor, the Warrants
shall be legally issued.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. I also consent to the use of my name under the caption
"Legal Opinions" in the Prospectus contained in the Registration Statement.
Very truly yours,
/s/ Mark L. Jones
Mark L. Jones
<PAGE>
Exhibit 12
UNION PACIFIC RESOURCES GROUP INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Amounts in Thousands, Except Ratios)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months
Ended September 30,
---------------------------------------
1995 1996
----------- -----------
<S> <C> <C>
Income before income taxes.................................... $ 272,994 $ 304,802
Add (deduct) distributions
greater (less) than income of
unconsolidated affiliates................................ 3,337 (1,866)
Fixed charges from below...................................... 9,354 43,681
Capitalized interest included in
fixed charges............................................ (719) (124)
--------- ---------
Earnings available for fixed
charges.......................................... $ 284,966 $ 346,493
--------- ---------
--------- ---------
Fixed charges:
Interest expense (a)..................................... $ 3,425 $ 37,976
Amortization of debt
expense/discount..................................... -- 565
Portion of rentals representing
an interest factor................................... 5,210 5,016
Interest capitalized..................................... 719 124
--------- ---------
Total fixed charges.................................. $ 9,354 $ 43,681
--------- ---------
--------- ---------
Ratio of earnings to fixed
charges (a).............................................. 30.5 7.9
--------- ---------
--------- ---------
</TABLE>
(a) In 1996, interest expense includes the effects of debt incurred in October
1995 in connection with the Company's initial public offering (see Note 2
to the Condensed Consolidated Financial Statements).
<PAGE>
[LETTERHEAD OF DELOITTE & TOUCHE LLP]
February 28, 1997
Union Pacific Resources Group Inc.
801 Cherry Street
Fort Worth, Texas
We have made a review, in accordance with standards established by
the American Institute of Certified Public Accountants, of the unaudited
interim consolidated financial information of Union Pacific Resources
Group Inc. for the periods ended March 31, 1996 and 1995 and June 30,
1996 and 1995 and September 30, 1996 and 1995 as indicated in our
reports dated April 18, 1996, July 18, 1996 and October 14, 1996,
respectively; because we did not perform an audit, we expressed no
opinion on that information.
We are aware that our reports referred to above, which were included
in your Quarterly Reports on Form 10-Q for the quarters ended March 31,
1996, June 30, 1996 and September 30, 1996 are being used in this
Registration Statement.
We are also aware that the aforementioned reports, pursuant to Rule
436(c) under the Securities Act of 1933, are not considered a part of
the Registration Statement prepared or certified by an accountant or a
report prepared or certified by an accountant within the meaning of
Sections 7 and 11 of that Act.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Union Pacific Resources Group Inc. on Form S-3 of our report dated January 18,
1996, appearing in the Annual Report on Form 10-K of Union Pacific Resources
Group Inc. for the year ended December 31, 1995 and to the reference to us under
the heading "Experts" in the Prospectus, which is part of this Registration
Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Fort Worth, Texas
February 28, 1997
<PAGE>
POWER OF ATTORNEY
UNION PACIFIC RESOURCES GROUP INC.
KNOW ALL MEN BY THESE PRESENTS, that H. JESSE ARNELLE, a Director of
Union Pacific Resources Group Inc., a Utah Corporation (the "Corporation"),
hereby appoints JACK L. MESSMAN, JOSEPH A. LASALA, JR., MARK S. KNOUSE and MARK
L. JONES, and each of them acting individually, his true and lawful attorney,
each with power to act without the other and full power of substitution, to
execute, deliver and file, for and on his behalf, and in his name and in his
capacity as Director, a Registration Statement on Form S-3 (or other
appropriate form) for filing with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, and any other documents in support
thereof or supplemental or amendatory thereto, with respect to issuance of
debentures, notes and other debt obligations, common stock, preferred stock,
any convertible securities, warrants or rights to purchase any of the
foregoing, in an amount up to $900,000,000 (or the equivalent in foreign
denomination currency), of Union Pacific Resources Group Inc., hereby granting
to such attorneys and each of them full power and authority to do and perform
each and every act and thing whatsoever as such attorney or attorneys may deem
necessary or advisable to carry out fully the intent of the foregoing as the
undersigned might or could do personally or in his capacity as Director, hereby
ratifying and confirming all acts and things which such attorney or attorneys
may do or cause to be done by virtue of this power of attorney.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of this 5th day of February, 1997.
/s/ H. Jesse Arnelle
-----------------------------
H. JESSE ARNELLE
<PAGE>
POWER OF ATTORNEY
UNION PACIFIC RESOURCES GROUP INC.
KNOW ALL MEN BY THESE PRESENTS, that LYNNE V. CHENEY, a Director of
Union Pacific Resources Group Inc., a Utah Corporation (the "Corporation"),
hereby appoints JACK L. MESSMAN, JOSEPH A. LASALA, JR., MARK S. KNOUSE and MARK
L. JONES, and each of them acting individually, her true and lawful attorney,
each with power to act without the other and full power of substitution, to
execute, deliver and file, for and on her behalf, and in her name and in her
capacity as Director, a Registration Statement on Form S-3 (or other appropriate
form) for filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, and any other documents in support thereof
or supplemental or amendatory thereto, with respect to the issuance of
debentures, notes and other debt obligations, common stock, preferred stock, any
convertible securities, warrants or rights to purchase any of the foregoing, in
an amount up to $900,000,000 (or the equivalent in foreign denomination
currency), of Union Pacific Resources Group Inc., hereby granting to such
attorneys and each of them full power and authority to do and perform each and
every act and thing whatsoever as such attorney or attorneys may deem necessary
or advisable to carry out fully the intent of the foregoing as the undersigned
might or could do personally or in her capacity as Director, hereby ratifying
and confirming all acts and things which such attorney or attorneys may do or
cause to be done by virtue of this power of attorney.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of this 5th day of February, 1997.
/s/ Lynne V. Cheney
-----------------------------
LYNNE V. CHENEY
<PAGE>
POWER OF ATTORNEY
UNION PACIFIC RESOURCES GROUP INC.
KNOW ALL MEN BY THESE PRESENTS, that PRESTON M. GEREN III, a Director
of Union Pacific Resources Group Inc., a Utah Corporation (the "Corporation"),
hereby appoints JACK L. MESSMAN, JOSEPH A. LASALA, JR., MARK S. KNOUSE and MARK
L. JONES, and each of them acting individually, his true and lawful attorney,
each with power to act without the other and full power of substitution, to
execute, deliver and file, for and on his behalf, and in his name and in his
capacity as Director, a Registration Statement on Form S-3 (or other
appropriate form) for filing with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, and any other documents in support
thereof or supplemental or amendatory thereto, with respect to issuance of
debentures, notes and other debt obligations, common stock, preferred stock,
any convertible securities, warrants or rights to purchase any of the
foregoing, in an amount up to $900,000,000 (or the equivalent in foreign
denomination currency), of Union Pacific Resources Group Inc., hereby granting
to such attorneys and each of them full power and authority to do and perform
each and every act and thing whatsoever as such attorney or attorneys may deem
necessary or advisable to carry out fully the intent of the foregoing as the
undersigned might or could do personally or in his capacity as Director, hereby
ratifying and confirming all acts and things which such attorney or attorneys
may do or cause to be done by virtue of this power of attorney.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of this 5th day of February, 1997.
/s/ Preston M. Geren III
-----------------------------
PRESTON M. GEREN III
<PAGE>
POWER OF ATTORNEY
UNION PACIFIC RESOURCES GROUP INC.
KNOW ALL MEN BY THESE PRESENTS, that LAWRENCE M. JONES, a Director of
Union Pacific Resources Group Inc., a Utah Corporation (the "Corporation"),
hereby appoints JACK L. MESSMAN, JOSEPH A. LASALA, JR., MARK S. KNOUSE and MARK
L. JONES, and each of them acting individually, his true and lawful attorney,
each with power to act without the other and full power of substitution, to
execute, deliver and file, for and on his behalf, and in his name and in his
capacity as Director, a Registration Statement on Form S-3 (or other
appropriate form) for filing with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, and any other documents in support
thereof or supplemental or amendatory thereto, with respect to issuance of
debentures, notes and other debt obligations, common stock, preferred stock,
any convertible securities, warrants or rights to purchase any of the
foregoing, in an amount up to $900,000,000 (or the equivalent in foreign
denomination currency), of Union Pacific Resources Group Inc., hereby granting
to such attorneys and each of them full power and authority to do and perform
each and every act and thing whatsoever as such attorney or attorneys may deem
necessary or advisable to carry out fully the intent of the foregoing as the
undersigned might or could do personally or in his capacity as Director, hereby
ratifying and confirming all acts and things which such attorney or attorneys
may do or cause to be done by virtue of this power of attorney.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of this 5th day of February, 1997.
/s/ Lawrence M. Jones
-----------------------------
LAWRENCE M. JONES
<PAGE>
POWER OF ATTORNEY
UNION PACIFIC RESOURCES GROUP INC.
KNOW ALL MEN BY THESE PRESENTS, that DREW LEWIS, a Director of Union
Pacific Resources Group Inc., a Utah Corporation (the "Corporation"), hereby
appoints JACK L. MESSMAN, JOSEPH A. LASALA, JR., MARK S. KNOUSE and MARK L.
JONES, and each of them acting individually, his true and lawful attorney, each
with power to act without the other and full power of substitution, to execute,
deliver and file, for and on his behalf, and in his name and in his capacity as
Director, a Registration Statement on Form S-3 (or other appropriate form) for
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended, and any other documents in support thereof or supplemental or
amendatory thereto, with respect to issuance of debentures, notes and other
debt obligations, common stock, preferred stock, any convertible securities,
warrants or rights to purchase any of the foregoing, in an amount up to
$900,000,000 (or the equivalent in foreign denomination currency), of Union
Pacific Resources Group Inc., hereby granting to such attorneys and each of
them full power and authority to do and perform each and every act and thing
whatsoever as such attorney or attorneys may deem necessary or advisable to
carry out fully the intent of the foregoing as the undersigned might or could
do personally or in his capacity as Director, hereby ratifying and confirming
all acts and things which such attorney or attorneys may do or cause to be done
by virtue of this power of attorney.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of this 5th day of February, 1997.
/s/ Drew Lewis
-----------------------------
DREW LEWIS
<PAGE>
POWER OF ATTORNEY
UNION PACIFIC RESOURCES GROUP INC.
KNOW ALL MEN BY THESE PRESENTS, that CLAUDINE B. MALONE, a Director of
Union Pacific Resources Group Inc., a Utah Corporation (the "Corporation"),
hereby appoints JACK L. MESSMAN, JOSEPH A. LASALA, JR., MARK S. KNOUSE and MARK
L. JONES, and each of them acting individually, her true and lawful attorney,
each with power to act without the other and full power of substitution, to
execute, deliver and file, for and on her behalf, and in her name and in her
capacity as Director, a Registration Statement on Form S-3 (or other appropriate
form) for filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, and any other documents in support thereof
or supplemental or amendatory thereto, with respect to the issuance of
debentures, notes and other debt obligations, common stock, preferred stock, any
convertible securities, warrants or rights to purchase any of the foregoing, in
an amount up to $900,000,000 (or the equivalent in foreign denomination
currency), of Union Pacific Resources Group Inc., hereby granting to such
attorneys and each of them full power and authority to do and perform each and
every act and thing whatsoever as such attorney or attorneys may deem necessary
or advisable to carry out fully the intent of the foregoing as the undersigned
might or could do personally or in her capacity as Director, hereby ratifying
and confirming all acts and things which such attorney or attorneys may do or
cause to be done by virtue of this power of attorney.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of this 5th day of February, 1997.
/s/ Claudine B. Malone
-----------------------------
CLAUDINE B. MALONE
<PAGE>
POWER OF ATTORNEY
UNION PACIFIC RESOURCES GROUP INC.
KNOW ALL MEN BY THESE PRESENTS, that JOHN W. PODUSKA, SR., PH.D., a
Director of Union Pacific Resources Group Inc., a Utah Corporation (the
"Corporation"), hereby appoints JACK L. MESSMAN, JOSEPH A. LASALA, JR., MARK S.
KNOUSE and MARK L. JONES, and each of them acting individually, his true and
lawful attorney, each with power to act without the other and full power of
substitution, to execute, deliver and file, for and on his behalf, and in his
name and in his capacity as Director, a Registration Statement on Form S-3 (or
other appropriate form) for filing with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, and any other documents in
support thereof or supplemental or amendatory thereto, with respect to issuance
of debentures, notes and other debt obligations, common stock, preferred stock,
any convertible securities, warrants or rights to purchase any of the
foregoing, in an amount up to $900,000,000 (or the equivalent in foreign
denomination currency), of Union Pacific Resources Group Inc., hereby granting
to such attorneys and each of them full power and authority to do and perform
each and every act and thing whatsoever as such attorney or attorneys may deem
necessary or advisable to carry out fully the intent of the foregoing as the
undersigned might or could do personally or in his capacity as Director, hereby
ratifying and confirming all acts and things which such attorney or attorneys
may do or cause to be done by virtue of this power of attorney.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of this 5th day of February, 1997.
/s/ John W. Poduska, Sr., Ph.D.
-------------------------------
JOHN W. PODUSKA, SR., PH.D.
<PAGE>
POWER OF ATTORNEY
UNION PACIFIC RESOURCES GROUP INC.
KNOW ALL MEN BY THESE PRESENTS, that SAMUEL K. SKINNER, a Director of
Union Pacific Resources Group Inc., a Utah Corporation (the "Corporation"),
hereby appoints JACK L. MESSMAN, JOSEPH A. LASALA, JR., MARK S. KNOUSE and MARK
L. JONES, and each of them acting individually, his true and lawful attorney,
each with power to act without the other and full power of substitution, to
execute, deliver and file, for and on his behalf, and in his name and in his
capacity as Director, a Registration Statement on Form S-3 (or other
appropriate form) for filing with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, and any other documents in support
thereof or supplemental or amendatory thereto, with respect to issuance of
debentures, notes and other debt obligations, common stock, preferred stock,
any convertible securities, warrants or rights to purchase any of the
foregoing, in an amount up to $900,000,000 (or the equivalent in foreign
denomination currency), of Union Pacific Resources Group Inc., hereby granting
to such attorneys and each of them full power and authority to do and perform
each and every act and thing whatsoever as such attorney or attorneys may deem
necessary or advisable to carry out fully the intent of the foregoing as the
undersigned might or could do personally or in his capacity as Director, hereby
ratifying and confirming all acts and things which such attorney or attorneys
may do or cause to be done by virtue of this power of attorney.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of this 5th day of February, 1997.
/s/ Samuel K. Skinner
-----------------------------
SAMUEL K. SKINNER
<PAGE>
POWER OF ATTORNEY
UNION PACIFIC RESOURCES GROUP INC.
KNOW ALL MEN BY THESE PRESENTS, that JAMES R. THOMPSON, a Director of
Union Pacific Resources Group Inc., a Utah Corporation (the "Corporation"),
hereby appoints JACK L. MESSMAN, JOSEPH A. LASALA, JR., MARK S. KNOUSE and MARK
L. JONES, and each of them acting individually, his true and lawful attorney,
each with power to act without the other and full power of substitution, to
execute, deliver and file, for and on his behalf, and in his name and in his
capacity as Director, a Registration Statement on Form S-3 (or other
appropriate form) for filing with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, and any other documents in support
thereof or supplemental or amendatory thereto, with respect to issuance of
debentures, notes and other debt obligations, common stock, preferred stock,
any convertible securities, warrants or rights to purchase any of the
foregoing, in an amount up to $900,000,000 (or the equivalent in foreign
denomination currency), of Union Pacific Resources Group Inc., hereby granting
to such attorneys and each of them full power and authority to do and perform
each and every act and thing whatsoever as such attorney or attorneys may deem
necessary or advisable to carry out fully the intent of the foregoing as the
undersigned might or could do personally or in his capacity as Director, hereby
ratifying and confirming all acts and things which such attorney or attorneys
may do or cause to be done by virtue of this power of attorney.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of this 5th day of February, 1997.
/s/ James R. Thompson
-----------------------------
JAMES R. THOMPSON
