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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER
SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR
SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934.
Commission File Number 333-62181-04
UNION PACIFIC RESOURCES INC.
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(Exact name of registrant as specified in its charter)
400-425 First Street SW
Calgary Alberta
Canada L2P4V4
(403) 231-0111
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(Address, including zip code and telephone number, including area code, of
registrant's principal executive offices)
7.375% Debentures Due 2006
7.8% Debentures Due 2008
6.8% Debentures Due 2002
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(Title of each class of securities covered by this Form)
None
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(Titles of all other classes of securities for which a duty to file reports
under Section 13(a) or 15(d) remains)
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Please place an X in the box(es) to designate the appropriate rule provision(s)
relied upon to terminate or suspend the duty to file reports:
Rule 12g-4(a)(1)(i) [ ] Rule 12h-3(b)(1)(i) [X]
Rule 12g-4(a)(1)(ii) [ ] Rule 12h-3(b)(1)(ii) [ ]
Rule 12g-4(a)(2)(i) [ ] Rule 12h-3(b)(2)(i) [ ]
Rule 12g-4(a)(2)(ii) [ ] Rule 12h-3(b)(2)(ii) [ ]
Rule 15d-6 [ ]
Approximate number of holders of record as of the certification or notice date:
7.375% Debentures Due 2006 30
7.8% Debentures Due 2008 30
6.8% Debentures Due 2002 40
Explanatory Note
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Norcen Energy Resources Ltd. ("Norcen") registered the 7.375% Debentures Due
2006, the 7.8% Debentures Due 2008 and the 6.8% Debentures Due 2002
(collectively, the "Debentures") on various registration statements filed with
the Commission under the Securities Act of 1933, as amended (the "Securities
Act"). Norcen filed periodic reports under the Securities Exchange Act of 1934,
as amended ("Exchange Act"), under file number 1-10180.
On March 6, 1998, Union Pacific Resources Inc. ("UPRI"), a wholly owned
subsidiary of Union Pacific Resources Group Inc. ("UPR"), acquired all of the
outstanding common shares of Norcen in a cash tender offer and subsequent
amalgamation (the "Amalgamation"). UPRI was the surviving entity in the
Amalgamation and, as a result of the Amalgamation, Norcen ceased to exist as a
separate entity. Following the Amalgamation, UPR fully and unconditionally
guaranteed the Debentures. UPR submitted a request, pursuant to Staff Legal
Bulletin 53, to the Staff of the Division of Corporation Finance (the "Staff")
of the Commission seeking no-action relief permitting Norcen, now UPRI, to cease
filing reports under the Exchange Act for as long as UPR provided specified
financial information about UPRI in its own periodic reports filed under the
Exchange Act. The Staff granted UPR's no-action request on June 12, 1998.
In addition, UPRI was a co-registrant on a registration statement filed with the
Commission under the Securities Act on August 25, 1998, file number 333-62181,
which was declared effective by the Commission on August 27, 1998. UPRI never
issued any securities under the registration statement.
On July 14, 2000, UPR was acquired by Anadarko Petroleum Corporation
("Anadarko") in a merger transaction (the "Merger"). In connection with the
Merger, UPRI is filing this Form to suspend its duty to file reports under the
Exchange Act pursuant to Exchange Act Rule 12h-3(b)(1)(i).
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Pursuant to the requirements of the Securities Exchange Act of 1934, Union
Pacific Resources Inc. has caused this certification/notice to be signed on its
behalf by the undersigned duly authorized person.
DATE: August 1, 2000
UNION PACIFIC RESOURCES INC. (on behalf of
itself and its predecessor, Norcen Energy
Resources Ltd.)
By: /s/ Michael E. Rose
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Michael E. Rose
Vice President and Chief Financial Officer