1 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) January 26, 1998 UNION PACIFIC RESOURCES GROUP INC. ---------------------------------- (Exact name of registrant as specified in charter) Utah 1-13916 13-2647483 - -------------------------------------------------------------------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) P.O. Box 7, 801 Cherry Street, Fort Worth, Texas 76101 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code 817-877-6000 ------------ (Former name or former address, if changed since last report) Not applicable 2 ITEM 5. OTHER EVENTS. Acquisition of Norcen Energy Resources Limited On January 26, 1998, the Registrant announced by press release that its Board of Directors and the Board of Directors of Norcen Energy Resources Limited, a Canadian corporation ("Norcen"), had unanimously approved the acquisition of Norcen by Union Pacific Resources Inc., an Alberta corporation ("UPRI"), the Registrant's indirect wholly-owned subsidiary. The Registrant hereby incorporates by reference herein the press release attached hereto as Exhibit 99.1, which is made a part of this Item 5. Year-End Earnings Release On January 26, 1998, the Registrant issued a press release with respect to its 1997 operating revenues, net income and certain other financial information. The Registrant hereby incorporates by reference herein the press release attached hereto as Exhibit 99.2, which is made a part of this Item 5. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits Exhibit No. Exhibit 99.1 Press Release dated January 26, 1998. 99.2 Press Release dated January 26, 1998. 2 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. UNION PACIFIC RESOURCES GROUP INC. /s/ JOSEPH A. LASALA, JR. ------------------------------------------ By: Joseph A. LaSala, Jr. Vice President, General Counsel and Secretary DATED: January 27, 1998 3 4 EXHIBIT INDEX Exhibit Exhibit Page - ------- ------- ---- 99.1 Press Release dated January 26, 1998. 99.2 Press Release dated January 26, 1998. 4