<PAGE>
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)
<PAGE>
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.
<PAGE>
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
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
16.1 Letter regarding change in certifying accountant.
<PAGE>
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