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UNITED STATES
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): July 14, 2000
UNION PACIFIC RESOURCES GROUP INC.
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(Exact name of registrant as specified in its charter)
Utah 1-13916 13-2647483
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
777 Main Street
Fort Worth, Texas 76102
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(Address of principal executive offices)
Registrant's telephone number, including area code: (817) 321-6000
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On July 14, 2000, Dakota Merger Corp., a Utah corporation ("Merger Sub") wholly
owned by Anadarko Petroleum Corporation, a Delaware corporation ("Anadarko"),
merged (the "Merger") with and into Union Pacific Resources Group Inc., a Utah
corporation ("UPR") pursuant to an Agreement and Plan of Merger, dated as of
April 2, 2000 (the Merger Agreement"). As a result of the Merger, UPR became a
wholly owned subsidiary of Anadarko.
Pursuant to the Merger Agreement, each share of common stock, no par value, of
UPR issued and outstanding was converted into 0.455 of a share of common stock
of Anadarko or approximately 47% of the outstanding shares of common stock of
Anadarko that are outstanding after the Merger. UPR shareholders who would
otherwise receive a fractional share of Anadarko common stock instead receive a
cash payment equal to the value of their fractional share interest.
The basic terms of the Merger were described in a joint proxy
statement/prospectus dated
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May 30, 2000 filed in connection with Anadarko's registration statement on Form
S-4 (File Number 333-38108). Excerpts from pages 4, 5, 7 and 8 and page 6 of
the joint proxy/prospectus, providing a summary about Anadarko and the basic
terms of the Merger, are incorporated herein by reference and attached hereto as
Exhibit 20.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C)
20.1 Excerpts from pages 4, 5, 7 and 8 and page 6 of the joint
proxy/prospectus which was first mailed to UPR stockholders on or about
June 1, 2000.
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 hereunto duly authorized.
Dated: July 28, 2000
Union Pacific Resources Group Inc.
By: /s/ Michael E. Rose
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Michael E. Rose
Vice President and Chief Financial Officer
