1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 10-K/A-1 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended December 31, 1996 Commission file number 1-13916 UNION PACIFIC RESOURCES GROUP INC. (Exact name of registrant as specified in its charter) UTAH 13-2647483 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 801 CHERRY STREET FORT WORTH, TEXAS 76102 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (817) 877-6000 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class which registered ------------------- ----------------------------- Common Stock New York Stock Exchange, Inc. ------------------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]. As of February 25, 1997, the aggregate market value of the registrant's Common Stock held by non-affiliates (using the New York Stock Exchange closing price) was approximately $6,192,422,750. The number of shares outstanding of the registrant's Common Stock as of February 25, 1997 was 253,776,970. Certain portions of the registrant's definitive Proxy Statement for the annual meeting of shareholders to be held on May 7, 1997 (the "Proxy Statement") are incorporated in Part III by reference. 2 The undersigned Registrant hereby amends its Annual Report on Form 10-K for the fiscal year ended December 31, 1996 to include the following exhibits: Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K. Exhibit Number Exhibit (23) Independent Auditors' Consent (99) Financial Statements for the Fiscal Year ended December 31, 1996 required by Form 11-K for the Union Pacific Resources Group Inc. Thrift Plan. 3 UNION PACIFIC RESOURCES GROUP INC. 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. Dated: June 27, 1997 UNION PACIFIC RESOURCES GROUP INC. (Registrant) /s/ Morris B. Smith ------------------------------------------ Morris B. Smith, Vice President and Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer) 4 EXHIBIT INDEX Exhibit Number Exhibit - -------------- ------- (23) Independent Auditors' Consent (99) Financial Statements for the Fiscal Year ended December 31, 1996 required by Form 11-K for the Union Pacific Resources Group Inc. Thrift Plan.