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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
(AMENDMENT NO. 43)
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
PENNZOIL COMPANY
(Name of Subject Company)
PENNZOIL COMPANY
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.83 1/3 PER SHARE
(including the associated Preferred Stock Purchase Rights)
(Title of Class of Securities)
709903 10 8
(CUSIP Number of Class of Securities)
LINDA F. CONDIT
CORPORATE SECRETARY
PENNZOIL COMPANY
PENNZOIL PLACE, P.O. BOX 2967
HOUSTON, TEXAS 77252-2967
(713) 546-8910
(Name, address and telephone number of person authorized
to receive notice and communications on behalf of the person(s) filing
statement)
Copies to:
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MOULTON GOODRUM, JR. CHARLES F. RICHARDS, JR.
BAKER & BOTTS, L.L.P. RICHARDS, LAYTON & FINGER
ONE SHELL PLAZA ONE RODNEY SQUARE
HOUSTON, TEXAS 77002-4995 P.O. BOX 551
(713) 229-1234 WILMINGTON, DELAWARE 19899-0551
(302) 658-6541
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This Amendment No. 43 (this "Amendment") amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9, as amended, originally
filed on July 1, 1997 by Pennzoil Company, a Delaware corporation ("Pennzoil"
or the "Company"), relating to a tender offer commenced by Resources Newco,
Inc., a wholly owned subsidiary of Union Pacific Resources Group Inc. ("UPR"),
on June 23, 1997.
All capitalized terms used in this Amendment without definition have the
meanings attributed to them in the Schedule 14D-9.
The items of the Schedule 14D-9 set forth below are hereby amended by
adding the following:
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT
NO. DESCRIPTION
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114 Text of press release of the Company dated
November 17, 1997.
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
PENNZOIL COMPANY
Dated: November 17, 1997 By: /s/ James L. Pate
James L. Pate
Chairman of the Board, President
and Chief Executive Officer
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INDEX TO EXHIBITS
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EXHIBIT
NO. DESCRIPTION
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114 Text of press release of the Company dated November 17, 1997.
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EXHIBIT 114
[PENNZOIL LOGO]
Public Relations Department Pennzoil Company
P.O. Box 2967 NEWS
Houston, Texas 77252-8200
FOR IMMEDIATE RELEASE
Contacts:
Robert Harper Joele Frank/Brian Faw
Corporate Communications Abernathy MacGregor Group
713/546-8536 212/371-5999
PENNZOIL ISSUES STATEMENT REGARDING
UPR'S TERMINATION OF HOSTILE TENDER OFFER
HOUSTON (November 17, 1997) -- Pennzoil Co. (NYSE:PZL) made the following
response to Union Pacific Resources Group Inc.'s (NYSE:UPR) termination of its
unsolicited hostile tender offer for Pennzoil:
"Last week, Pennzoil's Board of Directors unanimously reaffirmed its
opinion that UPR's offer was inadequate and not in the best interests of
Pennzoil and its shareholders. The Board believes that the Company's
programs and projects will deliver greater value to Pennzoil shareholders
than would UPR's offer.
"Now that UPR has withdrawn its tender offer, management can focus all of
its attention on the continuation of Pennzoil's turnaround.
"The evidence of Pennzoil's turnaround can be seen in its performance and
progress. The Company's recently announced third quarter results marked
the second consecutive year of continuing improvements in cash flow per
share and year-on-year recurring earnings (eight consecutive quarters).
"In addition, the commencement last week of the flow of first oil from the
Caspian Sea by the Azerbaijan International Oil Consortium (AIOC) has been
a widely-noted event that marks another important step in the realization
of vast potential value for Pennzoil."
Pennzoil Company explores for and produces crude oil and natural gas,
manufacturers and markets premium quality lubricants, including America's top
selling motor oil for the past 11 years, and is the parent company of Jiffy
Lube International, the world's largest franchiser of fast oil change centers.
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