<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 14, 1998
REGISTRATION STATEMENT 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)
UTAH 1311 13-2647483
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NUMBER)
INCORPORATION OR CLASSIFICATION CODE NUMBER)
ORGANIZATION)
------------------------
JOSEPH A. LASALA, JR.
VICE PRESIDENT, GENERAL COUNSEL
AND SECRETARY
801 CHERRY STREET UNION PACIFIC RESOURCES GROUP INC.
FORT WORTH, TX 76102-6203 801 CHERRY STREET
(817) 877-6000 FORT WORTH, TX 76102-6203
(ADDRESS, INCLUDING ZIP CODE, AND (817) 877-6000
TELEPHONE NUMBER, INCLUDING AREA CODE, (NAME, ADDRESS, INCLUDING ZIP CODE, AND
OF REGISTRANT'S PRINCIPAL TELEPHONE NUMBER, INCLUDING AREA CODE,
EXECUTIVE OFFICES) OF AGENT FOR SERVICE)
------------------------
Copy to:
JOHN T. GAFFNEY, ESQ.
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: As soon as
practicable after the Registration Statement becomes effective.
------------------------
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, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /x/ 333-2984; 333-22655
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, 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. / /
------------------------
CALCULATION OF REGISTRATION FEE
PROPOSED
TITLE OF EACH PROPOSED MAXIMUM
CLASS MAXIMUM AGGREGATE
OF SECURITIES TO AMOUNT TO BE OFFERING PRICE OFFERING AMOUNT OF
BE REGISTERED REGISTERED PER UNIT(1) PRICE(1) REGISTRATION FEE
- ------------------ ------------ -------------- ------------ ----------------
Debt Securities... $180,000,000 100% $180,000,000 $53,100
(1) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457(c).
STATEMENT PURSUANT TO RULE 429(B)
The prospectus contained in this registration statement is a combined
prospectus which covers Debt Securities of the Registrant heretofore covered by
Registration Statement No. 333-2984 (in the amount of $150,000,000, with a
filing fee of $51,724) and Registration Statement No. 333-22655 (in the amount
of $750,000,000, with a filing fee of $227,273).
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration
Statements on Form S-3 (Reg. Nos. 333-2984 and 333-22655) filed by Union Pacific
Resources Group Inc. (the 'Company') with the Securities and Exchange
Commission, including the exhibits thereto, are incorporated herein by
reference.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
(a) Exhibits
All exhibits filed with or incorporated by reference in Registration
Statements Nos. 333-2984 and 333-22655 are incorporated by reference into, and
shall be deemed part of, this registration statement, except the following which
are filed herewith:
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------------------------------------------------------------------
5.1 -- Opinion of Mark L. Jones as to the validity of the Debt Securities
23.1 -- Consent of Deloitte & Touche LLP
23.2 -- Consent of Arthur Andersen LLP
23.3 -- Consent of Mark L. Jones (included in Exhibit 5.1)
24 -- Powers of Attorney for certain Directors and Officers of Union
Pacific Resources Group Inc.
II-1
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
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 DUTY
AUTHORIZED, IN THE CITY OF FORTH WORTH, STATE OF TEXAS, ON MAY 14, 1998.
UNION PACIFIC RESOURCES GROUP INC.
By: /s/ MORRIS B. SMITH
----------------------------------
Morris B. Smith
Vice President and
Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED:
SIGNATURE TITLE DATE
- --------------------------- ------------------------------------- ------------
/s/ JACK L. MESSMAN Chairman, Chief Executive Officer and May 14, 1998
- --------------------------- (Principal Executive Officer)
Jack L. Messman
/s/ MORRIS B. SMITH Vice President and Chief Financial May 14, 1998
- --------------------------- Officer (Principal Accounting and
Morris B. Smith Financial Officer)
* Director May 14, 1998
- ---------------------------
H. Jesse Arnelle
* Director May 14, 1998
- ---------------------------
Lynne V. Cheney
* Director May 14, 1998
- ---------------------------
Preston M. Geren III
Director May , 1998
- ---------------------------
Lawrence M. Jones
* Director May 14, 1998
- ---------------------------
Drew Lewis
* Director May 14, 1998
- ---------------------------
Claudine B. Malone
* Director May 14, 1998
- ---------------------------
John W. Poduska, Sr., Ph.D.
Director May , 1998
- ---------------------------
Michael E. Rossi
* Director May 14, 1998
- ---------------------------
Samuel K. Skinner
* Director May 14, 1998
- ---------------------------
James R. Thompson
Mark L. Jones, by signing his name hereto, does hereby sign and execute
this Registration Statement on behalf of each of the above-named officers and
Directors of Union Pacific Resources Group Inc., pursuant to powers of attorney
executed by each of such officers and Directors and filed with the Securities
and Exchange Commission as an exhibit to this Registration Statement.
By: /s/ MARK L. JONES May 14, 1998
-----------------------
Mark L. Jones
Attorney-in-Fact
II-2
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------------------------------------------------------------------
5.1 -- Opinion of Mark L. Jones as to the validity of the Debt Securities
23.1 -- Consent of Deloitte & Touche LLP
23.2 -- Consent of Arthur Andersen LLP
23.3 -- Consent of Mark L. Jones (included in Exhibit 5.1)
24 -- Powers of Attorney for certain Directors and Officers of Union
Pacific Resources Group Inc.
<PAGE>
Exhibit 5.1
[UNION PACIFIC RESOURCES GROUP INC. LETTERHEAD]
May 13, 1998
Union Pacific Resources Group Inc.
801 Cherry Street
Fort 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 being filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act")
pursuant to Rule 462(b) of the General Rules and Regulations under the
Securities Act with respect to the proposed issuance by the Company of up to
$180,000,000 aggregate principal amount of debt securities ("Debt Securities").
In my capacity as General Attorney, I am familiar with the
proceedings, corporate and other, relating to the authorization and issuance of
the Debt Securities. I have examined, or caused to be examined, such statutes,
instruments relating to the Company, corporate records of the Company,
agreements and other instruments and documents, and I have made or caused to be
made such investigation of law, as I have deemed appropriate as a basis for the
opinion expressed below.
Based on the foregoing, I am of the opinion that when the Debt
Securities are sold and delivered as contemplated in the Registration Statement,
they will be duly and validly authorized and issued, and will be valid and
binding obligations of the Company.
<PAGE>
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to my name under the caption
"Legal Opinions" in the Prospectus incorporated by reference in the Registration
Statement.
Very truly yours,
/s/ Mark L. Jones
-----------------------------------
Mark L. Jones
General Attorney
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Registration Statement of Union Pacific Resources
Group Inc. on Form S-3 of our report dated January 26, 1998, appearing in the
annual report on Form 10-K of Union Pacific Resources Group Inc. for the year
ended December 31, 1997, which is incorporated by reference in this Registration
Statement.
Deloitte & Touche LLP
Fort Worth, Texas
May 13, 1998
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report dated April 28, 1998, included in the Company's March 31, 1998 Form 10-Q
(and to all references to our Firm), included in or made part of this prospectus
supplement.
ARTHUR ANDERSEN LLP
Fort Worth, Texas
May 13, 1998
<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, 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, and any subsequent registration statement filed by the
Corporation pursuant to Rule 462(b) of the Securities Act of 1933, as amended,
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 $1,080,000,000 (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 12th day of May, 1998.
/s/ Claudine B. Malone
CLAUDINE B. MALONE
<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., 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, and any subsequent registration statement filed by the
Corporation pursuant to Rule 462(b) of the Securities Act of 1933, as amended,
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 $1,080,000,000 (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 12th day of May, 1998.
/s/ H. Jesse Arnelle
H. JESSE ARNELLE
<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., 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, and any subsequent registration statement filed by the
Corporation pursuant to Rule 462(b) of the Securities Act of 1933, as amended,
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 $1,080,000,000 (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 12th day of May, 1998.
/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 DREW LEWIS, a Director of Union
Pacific Resources Group Inc., a Utah Corporation (the "Corporation"), hereby
appoints JACK L. MESSMAN, JOSEPH A. LASALA, JR., 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, and any subsequent registration statement filed by the
Corporation pursuant to Rule 462(b) of the Securities Act of 1933, as amended,
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 $1,080,000,000 (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 12th day of May, 1998.
/s/ Drew Lewis
DREW LEWIS
<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., 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, and any subsequent registration statement filed by the
Corporation pursuant to Rule 462(b) of the Securities Act of 1933, as amended,
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 $1,080,000,000 (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 12th day of May, 1998.
/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., 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, and any subsequent registration statement filed by the
Corporation pursuant to Rule 462(b) of the Securities Act of 1933, as amended,
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 $1,080,000,000 (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 12th day of May, 1998.
/s/ James R. Thompson
JAMES R. THOMPSON
<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, 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, and any subsequent registration statement filed by the
Corporation pursuant to Rule 462(b) of the Securities Act of 1933, as amended,
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 $1,080,000,000 (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 12th day of May, 1998.
LYNNE V. CHENEY
/s/ LYNNE V. CHENEY
-------------------
<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., 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, and any subsequent registration statement
filed by the Corporation pursuant to Rule 462(b) of the Securities Act of 1933,
as amended, 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 $1,080,000,000
(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 12th day of May, 1998.
JOHN W. PODUSKA, SR., PH.D.
/s/ JOHN W. PODUSKA, SR., PH.D.
-------------------------------
