<PAGE> 1
As Filed with the Securities and Exchange Commission on July 27, 2000
Registration No. 333-62181
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
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 13-2647483
(State or other jurisdiction of IRS Employer
incorporation or organization) Identification No.)
777 Main Street
Fort Worth, Texas 76102-6203
(817) 321-6000
(Address of principal executive offices)
UPRG CAPITAL TRUST I
UPRG CAPITAL TRUST II
UPRG CAPITAL TRUST III
(Exact name of Registrants as specified in their charters)
Delaware Not Applicable
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
777 Main Street
Fort Worth, Texas 76102-6203
(817) 321-6000
(Address of principal executive offices)
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UNION PACIFIC RESOURCES INC.
(Exact name of Registrant as specified in its charter)
ALBERTA, CANADA 98-0186874
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
400-425 First Street S.W.
Calgary, Albert, Canada T2P 4V4
(403) 231-0111
(Address of principal executive offices)
UPR CAPITAL COMPANY
(Exact name of Registrant as specified in its charter)
NOVA SCOTIA, CANADA Not Applicable
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
400-425 First Street S.W.
Calgary, Albert, Canada T2P 4V4
(403) 231-0111
(Address of principal executive offices)
-------------
KERRY R. BRITTAIN
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
UNION PACIFIC RESOURCES GROUP INC.
777 MAIN STREET
FORT WORTH, TEXAS 76102-6203
(817) 321-6000
(Name, address, and telephone number,
including area code, of agent for service)
-------------
This Post-Effective Amendment No. 1 to Registration Statement No.
333-62181 is being filed by Union Pacific Resources Group Inc., UPRG Capital
Trust I, UPRG Capital Trust II, UPRG Capital Trust III, Union Pacific Resources
Inc., and UPR Capital Company (each a "Registrant") to deregister under the
Securities Act of 1933, as amended, (the "Securities Act") the securities that
were originally registered on this Registration Statement but that were not
sold.
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SIGNATURES
Pursuant to the requirements of the Securities Act, Union Pacific
Resources Group Inc. 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
Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Fort Worth, State of Texas, on July
14, 2000.
UNION PACIFIC RESOURCES GROUP INC.
By: /s/ MORRIS B. SMITH
-------------------------------
Morris B. Smith,
Vice President, Chief Financial Officer
and Treasurer
Pursuant to the requirements of the Securities Act, this
Post-Effective Amendment No. 1 has been signed below, on this 14th day of July,
2000, by the following persons on behalf of the Registrant and in the capacities
indicated.
/s/ GEORGE LINDAHL III Chairman, Chief Executive Officer and
-------------------------- Director (Principal Executive Officer)
George Lindahl III
/s/ MORRIS B. SMITH Vice President and Chief Financial Officer
-------------------------- (Principal Accounting and Financial Officer)
Morris B. Smith
* Director
--------------------------
H. Jesse Arnelle
* Director
--------------------------
Lynne V. Cheney
* Director
--------------------------
Preston M. Geren III
* Director
--------------------------
Lawrence M. Jones
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* Director
--------------------------
Drew Lewis
* Director
--------------------------
Claudine B. Malone
* Director
--------------------------
John W. Poduska, Sr., Ph.D.
* Director
--------------------------
Michael E. Rossi
* Director
--------------------------
Jeff Sandefer
* Director
--------------------------
Samuel K. Skinner
* Director
--------------------------
James R. Thompson
*By: /s/ KATHY L. COX
--------------------------
Kathy L. Cox, as attorney-in-fact
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SIGNATURES
Pursuant to the requirements of the Securities Act, each of UPRG
Capital Trust I, UPRG Capital Trust II and UPRG Capital Trust III 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 Post-Effective Amendment No. 1 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Fort Worth, State of Texas, on July 14, 2000.
UPRG CAPITAL TRUST I,
a Delaware business trust
By: UNION PACIFIC RESOURCES GROUP
INC., as Depositor
By: /s/ MORRIS B. SMITH
--------------------------------
Morris B. Smith,
Vice President and Chief
Financial Officer
UPRG CAPITAL TRUST II,
a Delaware business trust
By: UNION PACIFIC RESOURCES GROUP
INC., as Depositor
By: /s/ MORRIS B. SMITH
---------------------------------
Morris B. Smith,
Vice President and Chief
Financial Officer
UPRG CAPITAL TRUST III,
a Delaware business trust
By: UNION PACIFIC RESOURCES GROUP
INC., as Depositor
By: /s/ MORRIS B. SMITH
---------------------------------
Morris B. Smith,
Vice President and Chief Financial
Officer
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SIGNATURES
Pursuant to the requirements of the Securities Act, Union Pacific
Resources Inc. 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
Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Fort Worth, State of Texas, on July
14, 2000.
UNION PACIFIC RESOURCES INC.,
an Alberta, Canada corporation
By: /s/ MORRIS B. SMITH
------------------------------------
Morris B. Smith,
Vice President, Finance and Chief
Financial Officer
Pursuant to the requirements of the Securities Act, this
Post-Effective Amendment No. 1 has been signed below, on this 14th day of July,
2000, by the following persons on behalf of the Registrant and in the capacities
indicated.
/s/ JOHN B. VERING Chief Executive Officer and President
-------------------------------- (Principal Executive Officer)
John B. Vering
/s/ MORRIS B. SMITH Vice President, Finance and Chief Financial
-------------------------------- Officer (Principal Accounting and Financial
Morris B. Smith Officer)
/s/ KERRY R. BRITTAIN Director
--------------------------------
Kerry R. Brittain
/s/ JOHN F. CURRAN Director
--------------------------------
John F. Curran
/s/ ROBERT A. LEHODEY Director
--------------------------------
Robert A. Lehodey
/s/ GEORGE LINDAHL III Director
--------------------------------
George Lindahl III
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/s/ JAMES G. SMELTZER Director
--------------------------------
James G. Smeltzer
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SIGNATURES
Pursuant to the requirements of the Securities Act, UPR Capital
Company 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 Post-Effective
Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fort Worth, State of Texas, on July 14, 2000.
UPR CAPITAL COMPANY,
A Nova Scotia, Canada unlimited liability
company
By: /s/ MORRIS B. SMITH
------------------------------------
Morris B. Smith,
Vice President and Director
Pursuant to the requirements of the Securities Act, this
Post-Effective Amendment No. 1 has been signed below, on this 14th day of July,
2000, by the following persons on behalf of the Registrant and in the capacities
indicated.
/s/ JOHN B. VERING Chief Executive Officer and President
----------------------------- (Principal Executive Officer)
John B. Vering
/s/ MORRIS B. SMITH Vice President and Director
----------------------------- (Principal Accounting and Financial Officer)
Morris B. Smith
/s/ KERRY R. BRITTAIN Director
-----------------------------
Kerry R. Brittain
/s/ GEORGE LINDAHL III Director
-----------------------------
George Lindahl III
/s/ MORRIS B. SMITH Director
-----------------------------
Morris B. Smith
