UNION PACIFIC RESOURCES GROUP INC
8-K, 1998-03-27
CRUDE PETROLEUM & NATURAL GAS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549-1004

                                    FORM 8-K

                                 CURRENT REPORT

                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of earliest event reported): March 26, 1998

                       UNION PACIFIC RESOURCES GROUP INC.
             (Exact name of registrant as specified in its charter)

                         Commission file number 1-13916

             Utah                                         13-2647483
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                        Identification No.)

                      801 Cherry Street, Fort Worth, Texas
                    (Address of principal executive offices)

                                      76102
                                   (Zip Code)

                                 (817) 877-6000
              (Registrant's telephone number, including area code)


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Item 4.    Changes in Registrant's Certifying Accountant

           On December 4, 1997, Union Pacific Resources Group Inc. (the
"Company"), with the approval of the Audit Committee of the Company's Board of
Directors, dismissed Deloitte & Touche LLP ("D&T") as its independent
accountants, effective upon D&T's completion of its audit of the Company's
financial statements for the fiscal year ended December 31, 1997 and filing on
March 26, 1998 of the Annual Report on Form 10-K for the fiscal year ended
December 31, 1997. The reports of D&T on the financial statements of the Company
for the years ended December 31, 1997 and 1996 did not contain an adverse
opinion or disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope or accounting principle. During such years and the date
on which D&T was dismissed, there was no disagreement between the Company and
D&T on any matter of accounting principles or practices, financial statement

disclosure or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of D&T, would have caused D&T to make reference to the
subject matter of such disagreement in connection with its report on the
Company's financial statements.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

 Exhibit No.           Exhibit

 16.1                  Letter regarding change in certifying accountant.




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                              Signatures

              Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

                           UNION PACIFIC RESOURCES GROUP INC.

                           By: /s/ Morris B. Smith
                           --------------------------
                           Name: Morris B. Smith
                           Title:  Vice President and Chief Financial Officer

Dated: March 27, 1998


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                                INDEX TO EXHIBITS

Exhibit
Number         Description

  16.1         Letter regarding change in certifying accountant.



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                                                                    EXHIBIT 16.1

March 27, 1998

Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, NW
Washington, D.C. 20549

Dear Sirs/Madams:

We have read and agree with the comments in Item 4 of Form 8-K of Union
Pacific Resources Group Inc. dated March 27, 1998

Yours truly,

/s/ Deloitte & Touche LLP
- -------------------------
Deloitte & Touche


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