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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 22, 1998
UNION PACIFIC RESOURCES GROUP INC.
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(Exact name of registrant as specified in charter)
Utah 1-13916 13-2647483
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
777 Main Street, Fort Worth, Texas 76102
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code 817-321-6000
(Former name or former address, if changed since last report)
801 Cherry Street, Fort Worth, Texas 76102
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Item 5. Other Events.
Sale of Midstream Gas Business
Attached as Exhibit 99.1 to this Report is the Press Release issued by
the Registrant on November 22, 1998 announcing the execution of a Merger and
Purchase Agreement for the sale of Registrant's midstream gas business to Duke
Energy Field Services.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
UNION PACIFIC RESOURCES GROUP INC.
/s/ Joseph A. LaSala, Jr.
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By: Joseph A. LaSala, Jr.
Vice President, General Counsel and
Secretary
DATED: December 4, 1998
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EXHIBIT INDEX
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Exhibit Description
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99.1 Press Release dated November 22, 1998.
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FOR IMMEDIATE RELEASE EXHIBIT 99.1
SUNDAY, NOVEMBER 22, 1998
UNION PACIFIC RESOURCES GROUP INC.
ANNOUNCES SALE OF MIDSTREAM GAS BUSINESS TO
DUKE ENERGY FIELD SERVICES FOR $1.35 BILLION
FORT WORTH, Texas -- Union Pacific Resources Group Inc. (NYSE - UPR) today
announced the execution of a Merger and Purchase Agreement to sell its domestic
natural gas gathering, processing, pipeline and marketing (GPM) operations for
$1.35 billion to Duke Energy Field Services. The transaction includes five-year
contracts under which Duke Energy will market UPR's U.S. natural gas and gas
liquids production. The sale is expected to close at the end of the first
quarter 1999.
"The sale is the latest and largest step in our deleveraging program, and it
will be of great benefit to both UPR and Duke Energy," UPR Chairman and CEO Jack
Messman said. "It allows UPR to reduce debt and to concentrate on highly
desirable exploration and development opportunities in the U.S., Canada and
Latin America, and it brings a fine combination of gathering, processing,
pipeline and marketing operations to Duke Energy."
"When we acquired Norcen Energy Resources earlier this year our goal was to
increase our upstream opportunities and establish an international upstream
presence," Messman added. "The Norcen acquisition was a very important step
toward our goal of shifting UPR from its identity as a leading U.S. oil and gas
company to a North American mega-independent with an excellent position in Latin
America."
UPR first outlined its deleveraging program earlier this year, with an objective
of reducing debt by $2 billion within 18 to 24 months. The Company set a target
of $600 million from the sale of exploration and producing properties that no
longer fit its definition of core business assets.
UPR is well on the way to meeting its deleveraging goal ahead of schedule. The
Company expects approximately $700 million of exploration and production asset
sales to close before the end of the first quarter 1999, with $368 million of
that amount having already closed.
UPR's GPM business unit, known as UPFuels, is the seventh largest processor of
natural gas in the United States, with assets located in Texas, Wyoming, Utah,
Colorado, New Mexico and Louisiana. UPFuels owns interest in 19 natural gas
processing plants and 7,200 miles of pipelines that support the processing
plants. Included in the sale are six fractionation plants owned and operated by
UPFuels and two others in which the Company holds interests. UPFuels ranks as
one of the largest marketers of natural gas and natural gas liquids in the
United States. The business unit employs approximately 600 people, two-thirds of
whom are based at field facilities.
An agreement to exchange certain natural gas and gas liquids assets in East
Texas and South Louisiana that UPR and Koch Industries, Inc. announced in August
has been terminated by mutual agreement. The UPR assets included in the Koch
deal are now part of the GPM package purchased by Duke Energy.
Union Pacific Resources is one of the nation's largest independent oil and gas
exploration and production companies. Based in Fort Worth, Texas, UPR has been
the #1 domestic driller for the past six years and the #1 gas producer in the
state of Texas.
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This press release, other than historical financial information, contains
forward looking statements that involve risks and uncertainties including
planned construction and drilling activity, expected production efforts and
volumes and budgeted capital expenditures and other risks and uncertainties
detailed in the Company's SEC reports, including the report on Form 10-Q for the
quarter ended September 30, 1998. Actual results may vary materially.
Media Contact: Analyst Contact:
Dan Sullivan David Larson
Director, Public Affairs Director, Investor Relations
817-321-6527 817-321-7294
Internet: www.upr.com
