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): October 14, 1996
UNION PACIFIC RESOURCES GROUP INC.
(Exact name of registrant specified in Charter)
Utah 1-13916 13-2647483
(State or other (Commission (IRS Employee
jurisdiction of File Number) Identification No.)
incorporation)
801 Cherry Street
Fort Worth, Texas 76102
(Address of principal executive offices) Zip Code
Registrant's telephone, including area code: (817) 877-6000
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(Former name and former address, if changed since last report)
Item 5. Other Events.
Third Quarter Earnings Release
On October 14, 1996, Union Pacific Resources Group Inc. (the
"Company") issued a press release with respect to its operating revenues, net
income and certain other financial information. A copy of such press release is
attached as Exhibit 99.1 to this Current Report on Form 8-K, which is
incorporated herein by reference.
Shareholder Rights Plan
On October 28, 1996 the Board of Directors of the Company
declared a dividend distribution of one right ("Right") for each outstanding
share of Common Stock (each, a "Common Share"), of the Company to shareholders
of record at the close of business on November 7, 1996. Each Right entitles the
registered holder to purchase from the Company a unit consisting of one
one-hundredth of a share (a "Unit") of the Series A Junior Participating
Preferred Stock, par value $.01 per share, of the Company (the "Preferred
Shares"), or a combination of securities and assets of equivalent value, at a
purchase price of $135 per Unit ("Purchase Price"), subject to adjustment. The
Purchase Price may be paid, at the option of the holder, in cash or Common
Shares having a value at the time of exercise equal to the Purchase Price. The
description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and Harris Trust and Savings Bank, as
Rights Agent.
Initially, ownership of the Rights will be evidenced by the
Common Share certificates representing shares then outstanding, and no separate
Rights Certificates will be distributed. The Rights will separate from the
Common Shares and a Distribution Date will occur upon the earlier of (i) ten
business days following a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired, or
obtained the right to acquire, beneficial ownership of 15% or more of the
outstanding Common Shares (the "Stock Acquisition Date"), or (ii) within ten
business days (or such later date as may be determined by the Board of
Directors prior to such time as any person or group of affiliated or associated
persons becomes an Acquiring Person) following the commencement of a tender
offer or exchange offer that would result in a person or group beneficially
owning 15% or more of the outstanding Common Shares. Until the Distribution
Date, (i) the Rights will be evidenced by the Common Share certificates and
will be transferred with and only with such Common Share certificates, (ii) new
Common Share certificates issued after November 7, 1996 will contain a notation
incorporating the Rights Agreement by reference and (iii) the surrender for
transfer of any certificates for Common Shares outstanding will also constitute
the transfer of the Rights associated with the Common Shares represented by
such certificate.
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The Rights are not exercisable until the Distribution Date
and will expire at the close of business on October 28, 2006, unless earlier
redeemed by the Company as described below or unless a transaction under
Section 13(d) of the Rights Agreement has occurred.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Shares as of the
close of business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Except as otherwise determined by
the Board of Directors, and except in connection with the exercise of employee
stock options or stock appreciation rights or under any other benefit plan for
employees or directors or in connection with the exercise of warrants or
conversion of convertible securities, only Common Shares issued after November
7, 1996 and prior to the Distribution Date will be issued with Rights.
Except in the circumstances described below, after the
Distribution Date each Right will be exercisable into one one-hundredth of a
Preferred Share (a "Preferred Share Fraction"). Each Preferred Share Fraction
carries voting and dividend rights that are intended to produce the equivalent
of one Common Share. The voting and dividend rights of the Preferred Shares are
subject to adjustment in the event of dividends, subdivisions and combinations
with respect to the Common Shares of the Company. In lieu of issuing
certificates for Preferred Share Fractions which are less than an integral
multiple of one Preferred Share (i.e. 100 Preferred Share Fractions), the
Company may pay cash representing the current market value of the Preferred
Share Fractions.
In the event that at any time following the Stock Acquisition
Date, (i) the Company is the surviving corporation in a merger with an
Acquiring Person and its Common Shares remain outstanding, (ii) a Person
becomes the beneficial owner of more than 15% of the then outstanding Common
Shares other than pursuant to a tender offer, share exchange or exchange offer
that provides fair value to all shareholders, (iii) an Acquiring Person engages
in one or more "self-dealing" transactions as set forth in the Rights
Agreement, or (iv) during such time as there is an Acquiring Person an event
occurs that results in such Acquiring Person's ownership interest being
increased by more than 1% (e.g., a reverse stock split), each holder of a Right
will thereafter have the right to receive, upon exercise, Common Shares (or, in
certain circumstances, cash, property or other securities of the Company)
having a value equal to two times the exercise price of the Right. In lieu of
requiring payment of the Purchase Price upon exercise of the Rights following
any such event, the Company may permit the holders simply to surrender the
Rights, in which event they will be entitled to receive Common Shares (and
other property, as the case may be) with a value of 50% of what could be
purchased by payment of the full Purchase Price. Notwithstanding any of the
foregoing, following the occurrence of any of the events set forth in clauses
(i), (ii), (iii) or (iv) of this paragraph, all Rights that are, or (under
certain circumstances specified in the Rights Agreement) were, beneficially
owned by any Acquiring Person who was involved in the transaction giving rise to
any such event will be null and void. However, Rights are not exercisable
following the occurrence of any of the events set
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forth above until such time as the Rights are no longer redeemable by the
Company as set forth below.
For example, at an exercise price of $135 per Right, each
Right not otherwise voided following an event set forth in the preceding
paragraph would entitle its holder to purchase $270 worth of Common Shares (or
other consideration, as noted above) for $135. Assuming that the Common Shares
had a per share value of $27 at such time, the holder of each valid Right would
be entitled to purchase ten Common Shares for $135. Alternatively, the Company
could permit the holder to surrender each Right in exchange for stock or cash
equivalent to five Common Shares (with a value of $135) without the payment of
any consideration other than the surrender of the Right.
In the event that, at any time following the Stock
Acquisition Date, (i) the Company is acquired in a merger or other business
combination transaction in which the Company is not the surviving corporation
(other than a merger that is described in, or that follows a tender offer,
share exchange or exchange offer described in, the second preceding paragraph),
or (ii) 50% or more of the Company's assets or earning power is sold or
transferred, each holder of a Right (except Rights that previously have been
voided as set forth above) shall thereafter have the right to receive, upon
exercise, common shares of the acquiring company having a value equal to two
times the exercise price of the Right. Again, provision is made to permit
surrender of the Rights in exchange for one-half of the value otherwise
purchasable. The events set forth in this paragraph and in the second preceding
paragraph are referred to as the "Triggering Events."
The Purchase Price payable, and the number of Units of
Preferred Shares or other securities or property issuable upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Shares, (ii) if holders of the Preferred
Shares are granted certain rights or warrants to subscribe for Preferred Shares
or convertible securities at less than the current market price of the
Preferred Shares, or (iii) upon the distribution to holders of the Preferred
Shares of evidences of indebtedness or assets (excluding regular quarterly
dividends) or of subscription rights or warrants (other than those referred to
above).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments amount to at least 1% of the
Purchase Price. No fractional Units will be issued and, in lieu thereof, an
adjustment in cash will be made based on the market price of the Preferred
Shares on the last trading date prior to the date of exercise.
At any time until ten days following the Stock Acquisition
Date, the Company may redeem the Rights in whole, but not in part, at a price
of $.01 per Right. That ten day redemption period may be extended by the Board
of Directors so long as the Rights are still redeemable. Under certain
circumstances set forth in the Rights Agreement, the decision to redeem will
require the concurrence of a majority of the Continuing Directors. Immediately
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upon the action of the Board of Directors ordering redemption of the Rights,
with, where required, the concurrence of the Continuing Directors, the Rights
will terminate and the only right of the holders of Rights will be to receive
the $.01 redemption price.
The term "Continuing Directors" means any member of the Board
of Directors of the Company who was a member of the Board prior to the date of
the Rights Agreement, and any person who is subsequently elected to the Board
if such person is recommended or approved by a majority of the Continuing
Directors, but shall not include an Acquiring Person, or an affiliate or
associate of an Acquiring Person, or any representative of the foregoing
entities.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a shareholder of the Company, including, without limitation,
the right to vote or to receive dividends. While the distribution of the Rights
will not be taxable to shareholders or to the Company, shareholders may,
depending upon the circumstances, recognize taxable income in the event that
the Rights become exercisable for Preferred Shares (or other consideration) of
the Company or for common shares of the acquiring company as set forth above.
Other than those provisions relating to the principal
economic terms of the Rights, any of the provisions of the Rights Agreement may
be amended by the Board of Directors of the Company prior to the Distribution
Date. After the Distribution Date, the provisions of the Rights Agreement may
be amended by the Board in order to cure any ambiguity, to make changes that do
not adversely affect the interests of holders of Rights (excluding the
interests of any Acquiring Person), or to shorten or lengthen any time period
under the Rights Agreement; provided, however, that no amendment to adjust the
time period governing redemption shall be made at such time as the Rights are
not redeemable. Under certain circumstances set forth in the Rights Agreement,
amendments will require the concurrence of a majority of the Continuing
Directors.
A copy of the Rights Agreement is being filed with the
Securities and Exchange Commission as an Exhibit to this Current Report on Form
8-K. This summary description of the Rights does not purport to be complete and
is qualified in its entirety by reference to the Rights Agreement, which is
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits.
Exhibit No. Exhibit
4.1 Rights Agreement, dated as of
October 28, 1996, between Union
Pacific Resources Group Inc. And
Harris Trust and Savings Bank, as
Rights Agent, which includes, as
Exhibit A thereto, the Resolution
of the Board of Directors with
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respect to Series A Junior
Participating Preferred Stock, as
Exhibit B thereto, the form of
Rights Certificate and as Exhibit C
thereto the form of Summary of
Rights.
99.1 Press Release dated October 14,
1996.
99.2 Press Release dated October 28,
1996.
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Signature
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/ Joseph A. LaSala, Jr.
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Name:Joseph A. LaSala, Jr.
Title:Vice President and General Counsel
Dated: November 1, 1996
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