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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 34*)
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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*Constituting the final amendment to Schedule 14D-1.
<PAGE>
This Amendment No. 34 constitutes the final amendment to 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 all shares of Common Stock, par value $0.83 1/3 per share (the
'Shares'), of Pennzoil Company, a Delaware corporation ('Pennzoil'), 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'), the Supplement to the Offer to Purchase, dated October 7,
1997 (the 'Supplement'), and the related revised Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
'Offer'), which were filed as Exhibits (a)(1), (a)(26) and (a)(27) 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 or in the Supplement.
Item 10. Additional Information
Item 10 is hereby amended as follows:
(f) On November 17, 1997, UPR and Purchaser terminated and withdrew
the Offer in accordance with the terms of the Offer to Purchase,
without purchasing any Shares. UPR and the Purchaser have also
instructed the Depositary to return all Shares tendered pursuant
to the Offer to Purchase to the tendering stockholders. The full
text of a press release dated November 17, 1997, issued by UPR
with respect to the termination and withdrawal of the Offer is
filed herewith as Exhibit (a)(43) and is incorporated herein by
reference
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended to add the following:
(a)(43) Press release, dated November 17, 1997, relating to termination
of the Offer.
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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: November 17, 1997
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EXHIBIT INDEX
Exhibit No. Description Page No.
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(a)(43) Press release, dated November 17, 1997, relating to termination
of the Offer.
News Release [UPR LOGO]
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UPR TERMINATES OFFER FOR PENNZOIL
Fort Worth, TX, Nov. 17, 1997 -- Union Pacific Resources Group Inc. (NYSE: UPR)
announced today that it has terminated its $84 per share cash tender offer for
Pennzoil.
On November 11, UPR announced it would terminate the offer on November 17, if
Pennzoil refused to enter into good faith negotiations and provide information
demonstrating that Pennzoil's value had not eroded as a result of recent
failures in Pennzoil's international oil and gas operations. Pennzoil
subsequently announced that it has no plans to enter into negotiations with UPR.
UPR today said, "UPR intends to focus on other activities that offer a greater
likelihood of increasing value for our shareholders."
No shares were purchased pursuant to the offer, and any tendered shares will be
returned promptly. Questions regarding tendered shares can be directed to UPR's
information agent, Morrow & Co., Inc., at 800-566-9061.
Union Pacific Resources, the #1 domestic driller for the past 5 years, is one of
the nation's largest independent oil and gas exploration and production
companies.
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Media Contact: Investor Relations Contact:
Walter Montgomery Michael Liebschwager
212-484-6721 817-877-6531
