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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 23)
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
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Pennzoil Company
(Name of Subject Company)
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Union Pacific Resources Group Inc.
Resources Newco, Inc.
(Bidders)
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Common Stock, par value $0.83 1/3 per Share
(Including the Associated Preferred Stock Purchase Rights)
(Title of Class of Securities)
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709903 10 8
(CUSIP Number of Class of Securities)
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Joseph A. LaSala, Jr., Esq.
Vice President, General Counsel and Secretary
Union Pacific Resources Group Inc.
801 Cherry Street
Fort Worth, Texas 76102
Telephone: (817) 877-6000
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications on Behalf of Bidders)
Copies To:
Howard L. Shecter, Esq. Paul T. Schnell, Esq.
Morgan, Lewis & Bockius LLP Skadden, Arps, Slate, Meagher & Flom LLP
101 Park Avenue 919 Third Avenue
New York, NY 10178-0060 New York, NY 10022-3897
Telephone: (212) 309-6384 Telephone: (212) 735-3000
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This Amendment No. 23 amends the Tender Offer Statement on Schedule
14D-1 filed on June 23, 1997 (the 'Schedule 14D-1') by Union Pacific Resources
Group Inc., a Utah corporation ('UPR'), and Resources Newco, Inc., a Delaware
corporation and a wholly owned subsidiary of UPR (the 'Purchaser', and together
with UPR, the 'Bidders'), with respect to Purchaser's offer to purchase up to
25,094,200 shares of Common Stock, par value $0.83 1/3 per share (the 'Shares'),
of Pennzoil Company, a Delaware corporation ('Pennzoil'), or such greater number
of Shares as equals 50.1% of the Shares outstanding on a fully-diluted basis, in
each case together with the associated Preferred Stock Purchase Rights, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated
June 23, 1997 (the 'Offer to Purchase'), and the related Letter of Transmittal
(which, together with any amendments or supplements thereto, collectively
constitute the 'Offer'), which were filed as Exhibits (a)(1) and (a)(2) to the
Schedule 14D-1, respectively. Unless otherwise defined herein, all capitalized
terms used herein shall have the respective meanings given such terms in the
Offer to Purchase.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended to add the following:
(a)(23) Press release, dated September 10, 1997, relating to denial of
Pennzoil motion for preliminary injunction.
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SIGNATURES
After due inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
UNION PACIFIC RESOURCES GROUP INC.
By: /s/ JOSEPH A. LASALA, JR.
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Name: Joseph A. LaSala, Jr.
Title: Vice President, General Counsel
and Secretary
RESOURCES NEWCO, INC.
By: /s/ JOSEPH A. LASALA, JR.
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Name: Joseph A. LaSala, Jr.
Title: Vice President, General Counsel
and Secretary
Dated: September 11, 1997
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EXHIBIT INDEX
Exhibit No. Description Page No.
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(a)(23) Press release, dated September 10, 1997, relating to denial of
Pennzoil motion for preliminary injunction.
Union Pacific Resources Group Inc.
News Release [UPR LOGO]
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COURT DENIES PENNZOIL MOTION FOR PRELIMINARY
INJUNCTION AGAINST UPR TENDER OFFER
Fort Worth, TX, September 10, 1997 -- The U.S. District Court for the Northern
District of Texas today denied Pennzoil's motion for a preliminary injunction
against UPR's tender offer on the basis that the motion had been rendered moot
as a result of the voluntary disclosures made by UPR. The court refused all
relief sought by Pennzoil.
In a statement, UPR said "We are pleased with the court's decision and with the
fact that Pennzoil's sideshow is behind us. We look forward to focusing on the
central issue: how can Pennzoil's 'strategic Plan' possibly exceed UPR's $84 per
share tender offer."
UPR will file papers in U.S. District Court by the end of this week seeking to
compel Pennzoil to release to its shareholders and the public material elements
of its strategic plan. UPR believes Pennzoil shareholders should be permitted to
evaluate for themselves the credibility of Pennzoil's claims that the value in
its plan can be achieved and will exceed UPR's $84 per share tender offer.
UPR also stated, "We believe that Pennzoil's track record of repeated failures
over the past seven years casts serious doubt on its ability to exceed the value
of the UPR offer. We urge Pennzoil's Board to abandon its 'just say no' defense
and allow their shareholders to participate in our tender offer."
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Media Contact: Investor Relations Contact:
Walter Montgomery Michael Liebschwager
212-484-6721 817-877-6531
801 Cherry Street
Fort Worth, Texas 76102-6803
