1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-1004 FORM 10-Q/A (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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 Identification No.) incorporation or organization) 777 MAIN STREET, FORT WORTH, TEXAS (Address of principal executive offices) 76102 (Zip Code) (817) 321-6000 (Registrant's telephone number, including area code) 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 ----- ----- As of October 31, 1998, there were 251,009,284 shares of the registrant's common stock outstanding. 2 The purpose of this amendment is to file Exhibits 10.1, 10.2, 10.3, and 10.4 which were not included on the Registrant's Form 10-Q for the quarter ended September 30, 1998, filed November 9, 1998. The undersigned registrant hereby amends the following item of its Quarterly Report on Form 10-Q for the quarter ended September 30, 1998. PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS Exhibits not previously filed with the Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, filed November 9, 1998, are designated by an asterisk (*) and are filed herewith. *10.1 U.S. $1,000,000,000 364-Day Competitive Advance/Revolving Credit Agreement, dated as of October 27, 1998, among Union Pacific Resources Group Inc. and Chase Bank of Texas, N.A., as administrative agent and the banks named therein. *10.2 U.S. $750,000,000 364-Day Competitive Advance/Revolving Credit Agreement, dated as of October 27, 1998, among Union Pacific Resources Group Inc. and Chase Bank of Texas, N.A., as administrative agent and the banks named therein. *10.3 U.S. $750,000,000 Five-Year Competitive Advance/Revolving Credit Agreement, dated as of October 27, 1998, among Union Pacific Resources Group Inc. and Chase Bank of Texas, N.A., as administrative agent, The Chase Manhattan Bank of Canada, as Canadian sub-agent and the banks named therein. *10.4 Form of Agreement relating to Change in Control by and between Union Pacific Resources Group Inc. and Thomas R. Blank, approved by the Compensation and Corporate Governance Committee of the Board of Directors on July 13, 1998. 11 Computation of earnings per share. (Exhibit 11 to Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, filed November 9, 1998.) 12 Computation of ratio of earnings to fixed charges. (Exhibit 12 to Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, filed November 9, 1998.) 15 Awareness letter of Arthur Andersen LLP dated November 6, 1998. (Exhibit 15 to Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, filed November 9, 1998.) 27 Financial data schedule. (Exhibit 27 to Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, filed November 9, 1998.) (b) REPORTS ON FORM 8-K None. - 2 - 3 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: November 12, 1998 UNION PACIFIC RESOURCES GROUP INC. (Registrant) /s/ Morris B. Smith -------------------------------------------- Morris B. Smith, Vice President and Chief Financial Officer (Chief Financial Officer and Duly Authorized Officer) - 3 - 4 UNION PACIFIC RESOURCES GROUP INC. EXHIBIT INDEX Exhibit No. Description - ----------- ----------- *10.1 U.S. $1,000,000,000 364-Day Competitive Advance/Revolving Credit Agreement, dated as of October 27, 1998, among Union Pacific Resources Group Inc. and Chase Bank of Texas, N.A., as administrative agent and the banks named therein. *10.2 U.S. $750,000,000 364-Day Competitive Advance/Revolving Credit Agreement, dated as of October 27, 1998, among Union Pacific Resources Group Inc. and Chase Bank of Texas, N.A., as administrative agent and the banks named therein. *10.3 U.S. $750,000,000 Five-Year Competitive Advance/Revolving Credit Agreement, dated as of October 27, 1998, among Union Pacific Resources Group Inc. and Chase Bank of Texas, N.A., as administrative agent, The Chase Manhattan Bank of Canada, as Canadian sub-agent and the banks named therein. *10.4 Form of Agreement relating to Change in Control by and between Union Pacific Resources Group Inc. and Thomas R. Blank, approved by the Compensation and Corporate Governance Committee of the Board of Directors on July 13, 1998. 11 Computation of earnings per share. (Exhibit 11 to Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, filed November 9, 1998.) 12 Computation of ratio of earnings to fixed charges. (Exhibit 12 to Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, filed November 9, 1998.) 15 Awareness letter of Arthur Andersen LLP dated November 6, 1998. (Exhibit 15 to Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, filed November 9, 1998.) 27 Financial data schedule. (Exhibit 27 to Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, filed November 9, 1998.) * Filed Herewith - 4 -