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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
February 9, 2005
(Date of earliest event reported)
ULTRA PETROLEUM CORP.
(Exact name of registrant as specified in its charter)
Yukon Territory, Canada 0-29370 N/A
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification Number)
6801 Greenspoint Park Drive, Suite 370
Houston, Texas 77060
(Address of principal executive offices, including zip code)
(281) 876-0120
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Section 2 -- Results of Operations and Financial Condition
Item 2.02. Results of Operations and Financial Condition
The following information is being furnished pursuant to Item 2.02
"Results of Operations and Financial Condition," not filed, for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). This information shall not be deemed "filed" for purposes of Section 18
of the Exchange Act or incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.
On February 9, 2005, Ultra Petroleum Corporation issued the press release
attached as Exhibit 99.1 providing information regarding the company's operating
results for the twelve-month period ended December 31, 2004.
Section 8 -- Other Events
Item 8.01. Other Events
On February 9, 2005, Ultra Petroleum Corporation issued the press release
attached as Exhibit 99.1announcing the approval by its board of directors of the
splitting of the common shares of Ultra Petroleum Corp. on a 2 for 1 basis,
subject to a vote by the shareholders at the upcoming Extraordinary General
Meeting on April 29th.
The information contained in Exhibit 99.1 is only being "filed" pursuant
to this Item 8.01 to the extent required to comply with Exchange Act Rule
14a-12. Therefore, the paragraphs reproduced below are the only portions of
Exhibit 99.1 that are being "filed" for purposes of Section 18 of the Exchange
Act.
The board also approved the splitting of the common shares of Ultra
Petroleum Corp. on a 2 for 1 basis, subject to a vote by the shareholders
at the upcoming Extraordinary General Meeting on April 29th.
We intend to file a proxy statement in connection with the approval
of the stock split described in this press release. Our shareholders are
urged to read the proxy statement when it becomes available because it
will contain important information about us and the proposed stock split.
Our shareholders may obtain a free copy of the proxy statement when it is
available and other documents filed by us with the SEC at the SEC's web
site at www.sec.gov. A free copy of the proxy statement when it becomes
available may also be obtained from us by written or oral request at 363
North Sam Houston Parkway East, Suite 1200, Houston, Texas 77060
Attention: Corporate Secretary, telephone number (281) 876-0120.
We and our directors may be deemed to be participants in the
solicitation of proxies from our shareholders with respect to the proposed
stock split. Information about our directors and their ownership of our
shares is set forth in our Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission on April 21, 2004. A free copy of this
document may be obtained from the SEC or us as indicated above. Our
shareholders may obtain additional information regarding the interests of
such directors, if any, in the proposed stock split by reading the proxy
statement when it becomes available.
Section 9 -- Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
Exhibit Number Title of Document
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99.1 Press release dated February 9, 2005
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SIGNATURES
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 hereunto duly authorized.
ULTRA PETROLEUM CORPORATION
February 9, 2005 By: /s/ David Russell
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David Russell
Director of Investor Relations
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Exhibit Index
Exhibit Number Title of Document
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99.1 Press release dated February 9, 2005
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