<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-12
UNION PACIFIC RESOURCES GROUP INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies.
(2) Aggregate number of securities to which transaction applies.
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction: $[_____________]
(5) Total fee paid: $[_________]
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
FOR IMMEDIATE RELEASE
APRIL 26, 2000
UNION PACIFIC RESOURCES' $93 MILLION FIRST QUARTER INCOME UP ALMOST
120 PERCENT; CASH FLOW, REVENUES SUBSTANTIALLY HIGHER
FORT WORTH, TEXAS -- Union Pacific Resources Group Inc. (NYSE: UPR) today
announced first quarter income from continuing operations of $92.7 million, or
$0.37 per share, more than double last year's first quarter income of $42.3
million, or $0.17 per share. Discretionary cash flow increased by nearly 20
percent, to $304.6 million from last year's first quarter $255.8 million, and
higher prices for oil and gas pushed operating revenues up more than 25 percent,
to $522.3 million, from $415.1 million for the same period last year. The price
rebound from 1999 also led to an increase of more than 200 percent in operating
income, to $188.5 million, compared to last year's first quarter total of $59.3
million.
The Company reported first quarter capital expenditures of $155
million, compared to capital spending of $111 million in the first three months
of 1999, an increase of 40 percent. The increased spending pushed the North
American rig count to an average of 33, versus last year's average of 15 for the
same time period.
<PAGE> 3
First quarter volumes came in, as expected, at an average of just over
2 billion cubic feet equivalent per day, about one and one-half percent lower
than the average for the fourth quarter of 1999. The Company expects second
quarter production volumes to continue at essentially the same rates.
Higher first quarter capital spending did not slow the Company's
aggressive debt reduction program. Total debt at the end of the first quarter
totaled $2.6 billion after the application of about $200 million from cash flow
to year-end 1999 total debt of $2.8 billion. In anticipation of the merger of
UPR and Anadarko Petroleum Corporation, the Company plans to accumulate excess
cash flow in cash reserves or temporary investments in the second quarter.
"We had an excellent first quarter," said UPR Chairman, President and
Chief Executive Officer George Lindahl III. "It demonstrates the value that we
bring to the merger of UPR and Anadarko announced earlier this month. When the
merger is complete, the combination of our complementary strengths -- Anadarko's
in exploration and ours in exploitation through drilling and completion
technology -- should bring us increased opportunities for growth and increased
value for our shareholders."
The shareholders of UPR and Anadarko, and government regulatory bodies,
must approve the merger. The new company, which will be based in Houston, will
be called Anadarko Petroleum Corporation.
THIS PRESS RELEASE, OTHER THAN HISTORICAL FINANCIAL INFORMATION,
CONTAINS FORWARD-LOOKING STATEMENTS THAT ARE BASED ON ASSUMPTIONS AND ESTIMATES
WE BELIEVE REASONABLE BUT THAT ARE SUBJECT TO A WIDE RANGE OF RISKS AND
UNCERTAINTIES. ANY NUMBER OF FACTORS COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE IN THE FORWARD-LOOKING STATEMENTS, INCLUDING POSSIBLE
TRANSACTIONS, CHANGES IN OIL AND GAS PRICES, THE TIMING AND RESULTS OF OIL AND
GAS DRILLING AND ACQUISITION PROGRAMS, THE SUCCESS OF MANAGEMENT'S
COST-REDUCTION AND IMPLEMENTATION ACTIVITIES, EXPECTED PRODUCTION EFFORTS AND
VOLUMES, BUDGETED CAPITAL EXPENDITURES AND OTHER RISKS AND UNCERTAINTIES
DETAILED IN THE COMPANY'S SECURITIES AND EXCHANGE COMMISSION REPORTS, INCLUDING
THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1999.
2
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THE PROPOSED MERGER TRANSACTION INVOLVING UPR AND ANADARKO PETROLEUM
CORPORATION WILL BE SUBMITTED TO EACH COMPANY'S SHAREHOLDERS. ALL SHAREHOLDERS
SHOULD READ THE JOINT PROXY STATEMENT/PROSPECTUS CONCERNING THE MERGER THAT WILL
BE FILED WITH THE SEC AND MAILED TO SHAREHOLDERS. THE JOINT PROXY
STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION THAT SHAREHOLDERS SHOULD
CONSIDER BEFORE MAKING ANY DECISION REGARDING THE MERGER. SHAREHOLDERS WILL BE
ABLE TO OBTAIN THE JOINT PROXY STATEMENT/PROSPECTUS AS WELL AS OTHER FILINGS
CONTAINING INFORMATION ABOUT UPR AND ANADARKO, WITHOUT CHARGE, AT THE SEC'S
INTERNET SITE (http://www.sec.gov). COPIES OF THE JOINT PROXY
STATEMENT/PROSPECTUS AND THE SEC FILINGS THAT WILL BE INCORPORATED BY REFERENCE
IN THE JOINT PROXY STATEMENT/PROSPECTUS CAN ALSO BE OBTAINED, WITHOUT CHARGE,
FROM THE CORPORATE SECRETARY OF THE APPROPRIATE COMPANY. INFORMATION REGARDING
THE PARTICIPANTS IN THE SOLICITATION, AND A DESCRIPTION OF THEIR DIRECT AND
INDIRECT INTERESTS, BY SECURITY HOLDINGS OR OTHERWISE, ARE CONTAINED IN UPR'S
FILING WITH THE SEC ON SCHEDULE 14A UNDER RULE 14a-12 ON APRIL 7, 2000 AND IN
ANADARKO'S FILING OF ITS PRESS RELEASE WITH THE SEC UNDER RULE 425 ON APRIL 3,
2000.
Media Contact: Investor Contact:
Daniel J. Sullivan Patrick Mooney
(817) 321-6527 (817) 321-7169
David R. Larson
(817) 321-7294
3
<PAGE> 5
UNION PACIFIC RESOURCES GROUP INC.
STATEMENTS OF INCOME
FOR THE PERIOD ENDED MARCH 31
(DOLLARS IN MILLIONS, EXCEPT WHERE NOTED)
<TABLE>
<CAPTION>
FIRST QUARTER
------------------
2000 1999
------- -------
<S> <C> <C>
Operating revenues:
Producing properties $ 479.8 $ 319.0
Other oil and gas revenues 5.0 63.9
Minerals 37.5 32.2
------- -------
Total operating revenues 522.3 415.1
------- -------
Operating expenses:
Production 107.9 90.5
Exploration 30.3 51.6
Minerals 0.6 0.4
Depreciation, depletion and amortization 176.2 183.2
General and administrative 18.8 15.6
Restructuring charge -- 14.5
------- -------
Total operating expenses 333.8 355.8
Operating income 188.5 59.3
Other income (loss) - net (14.8) 11.4
Interest expense (48.9) (64.3)
------- -------
Income before income taxes 124.8 6.4
Income tax (expense) benefit (32.1) 35.9
------- -------
Income from continuing operations 92.7 42.3
(Loss) from discontinued operations - net of tax -- (23.8)
Gain on sale of discontinued operations - net of tax -- 157.0
Extraordinary gain from extinguishment of debt - net of tax 2.9 --
------- -------
Net income $ 95.6 $ 175.5
======= =======
Per share:
Income from continuing operations-basic and diluted $ 0.37 $ 0.17
Net income - basic and diluted $ 0.38 $ 0.71
Average shares outstanding (millions) basic 249.3 248.6
Average shares outstanding (millions) diluted 249.4 248.7
</TABLE>
4
<PAGE> 6
UNION PACIFIC RESOURCES GROUP INC.
STATEMENTS OF FINANCIAL POSITION
(DOLLARS IN MILLIONS)
ASSETS
<TABLE>
<CAPTION>
AS OF AS OF
MARCH 31, DECEMBER 31,
2000 1999
-------- ------------
<S> <C> <C>
Current assets:
Cash and temporary investments $ 65.6 $ 123.7
Accounts receivable 326.7 304.4
Inventories 53.3 54.7
Other current assets 24.5 13.1
-------- --------
Total current assets 470.1 495.9
-------- --------
Properties - net 5,413.5 5,471.0
Intangible and other assets 175.9 180.0
-------- --------
Total assets $6,059.5 $6,146.9
======== ========
</TABLE>
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<S> <C> <C>
Current liabilities:
Accounts payable $ 279.7 $ 285.0
Accrued taxes payable 96.2 68.6
Other current liabilities 171.4 185.8
Short-term debt 2.3 2.3
-------- --------
Total current liabilities 549.6 541.7
-------- --------
Long-term debt 2,606.1 2,797.3
Deferred income taxes 1,334.8 1,326.8
Other long-term liabilities 548.5 543.6
Shareholders' equity 1,020.5 937.5
-------- --------
Total liabilities and shareholders' equity $6,059.5 $6,146.9
======== ========
</TABLE>
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<PAGE> 7
UNION PACIFIC RESOURCES GROUP INC.
STATEMENTS OF CASH FLOWS
FOR THE PERIOD ENDED MARCH 31
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
FIRST QUARTER
--------------------
2000 1999
-------- --------
<S> <C> <C>
Cash provided by operations:
Net income $ 95.6 $ 175.5
Loss from discontinued operations -- 23.8
Gain on sale of discontinued business - net -- (157.0)
Gain on extinguishment of debt - net of tax (2.9) --
-------- --------
Net income from continuing operations 92.7 42.3
Depreciation, depletion and amortization 176.2 183.2
Exploration expenses 30.3 51.6
Deferred taxes 5.4 (21.3)
-------- --------
Discretionary cash flow 304.6 255.8
Working capital and other changes 9.9 (34.1)
-------- --------
Cash provided by operations 314.5 221.7
-------- --------
Cash provided (used) by investing activities:
Capital and exploratory expenditures (155.2) (110.8)
Proceeds from sales of assets 5.3 200.2
Proceeds from sales of discontinued operations -- 1,359.1
Cash provided (used) by discontinued operations (2.6) (169.5)
-------- --------
Cash provided (used) by investing activities (152.5) 1,279.0
-------- --------
Cash provided (used) by financing activities:
Dividends paid (12.4) (12.4)
Repayment of long-term debt (190.2) (1,472.9)
Other financings-- net (17.5) 147.1
-------- --------
Cash provided (used) by financing activities (220.1) (1,338.2)
-------- --------
Net change in cash and temporary investments $ (58.1) $ 162.5
======== ========
</TABLE>
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<PAGE> 8
UNION PACIFIC RESOURCES GROUP INC.
VOLUME AND PRICE STATISTICS
FOR THE PERIOD ENDED MARCH 31
<TABLE>
<CAPTION>
FIRST QUARTER
---------------------
2000 1999
--------- ---------
<S> <C> <C>
Average daily production:
Natural gas: (MMcfd)
United States 889.9 1,042.7
Canada 270.3 276.3
Other International 7.2 8.1
--------- ---------
Total 1,167.4 1,327.1
Natural gas liquids: (MBbld)
United States 27.5 22.1
Canada 1.9 2.4
--------- ---------
Total 29.4 24.5
Crude oil: (MBbld)
United States 40.1 48.1
Canada 29.3 31.3
Heavy oil 14.6 12.8
Light oil 14.7 18.5
Guatemala 18.7 21.8
Venezuela 18.7 20.4
Other International 3.9 4.7
--------- ---------
Total 110.7 126.3
Total production (MMcfed) 2,008.5 2,231.7
Average sales prices:
Natural gas: (per Mcf)
United States $ 2.35 $ 1.67
Canada 2.16 1.47
Other International 1.01 1.10
Total 2.29 1.63
Natural gas liquids: (per Bbl)
United States 17.86 7.62
Canada 17.99 6.11
Total 17.86 7.47
Crude oil: (per Bbl)
United States 21.16 11.37
Canada 19.30 7.19
Heavy oil 14.22 6.24
Light oil 24.33 7.86
Guatemala 17.44 8.93
Venezuela 12.77 9.34
Other International 22.85 10.15
Total 18.69 9.54
Total sales price per Mcfe $ 2.63 $ 1.59
</TABLE>
7
<PAGE> 9
UNION PACIFIC RESOURCES GROUP INC.
OTHER INFORMATION
AS OF MARCH 31
(DOLLARS IN MILLIONS, EXCEPT WHERE NOTED)
<TABLE>
<CAPTION>
FIRST QUARTER
-----------------
2000 1999
------- -------
<S> <C> <C>
Production expenses:
Lease operating expense and other $ 73.7 $ 73.5
Severance and property taxes 34.2 17.0
------- -------
Total production expenses $ 107.9 $ 90.5
Exploration expenses
Dry hole $ 3.2 $ 5.4
Seismic 6.5 4.6
Undeveloped leasehold 13.5 34.3
Overhead and other 7.1 7.3
------- -------
Total exploration expenses $ 30.3 $ 51.6
======= =======
Unit costs: (per Mcfe)
Production costs (including lease operating expense) $ 0.59 $ 0.45
Lease operating expense and other 0.40 0.36
DD&A - exploration & production 0.96 0.90
General and administrative (excluding restructuring charge) 0.10 0.08
</TABLE>
<TABLE>
<CAPTION>
2000 2000 DISCRETIONARY
PRE TAX AFTER TAX CASH FLOW
----------- ---------- -------------
<S> <C> <C> <C>
Other continuing operations items for the first quarter:
Foreign currency loss $ (5.7) $ (5.7) $ --
Foreign currency gain tax adjustment -- 4.0 4.0
</TABLE>
<TABLE>
<CAPTION>
HEDGING ACTIVITY (AS OF 04/24/2000) FIXED COLLARS
---------------------- -----------------------
NYMEX NYMEX
NATURAL GAS (MMCFD) VOLUME PRICE VOLUME PRICE
------ ----- ------ -----
<S> <C> <C> <C> <C>
2Q 2000 388 $2.43 385 $2.38 - 2.84
3Q 2000 323 2.41 461 2.33 - 2.74
4Q 2000 187 2.46 322 2.42 - 2.90
TY 2001 8 2.40 133 2.63 - 3.30
CRUDE OIL (MBBLD)
2Q 2000 35 20.37 35 17.29 - 21.77
3Q 2000 33 20.34 35 17.29 - 21.77
4Q 2000 30 20.41 35 17.29 - 21.77
TY 2001 -- -- 35 20.43 - 25.24
</TABLE>
8
