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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
(AMENDMENT NO. 30)
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. 30 (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., 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
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EXHIBIT
NO. DESCRIPTION
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85 Press Release of Pennzoil dated October 2, 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: October 3, 1997 By: /s/ James L. Pate
James L. Pate
Chairman of the Board, President
and Chief Executive Officer
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
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85 Press Release of Pennzoil dated October 2, 1997
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EXHIBIT 85
[PENNZOIL LETTERHEAD]
FOR IMMEDIATE RELEASE
Contacts:
Robert Harper Joele Frank / Jeff Kimball
Corporate Communications Abernathy MacGregor Group
713/546-8536 212/371-5999
COURT MOVES SMITH BARNEY LAWSUIT TO FEDERAL COURT
Suit Filed by Pennzoil Against Smith Barney for Improperly Using
Confidential Information in its Advisory Capacity to UPR
Houston, TX, October 2, 1997 -- Pennzoil Company (NYSE: PZL) today announced
that a District Court in Dallas has temporarily abated Pennzoil's lawsuit
claiming Smith Barney Inc. improperly used confidential information in its
advisory capacity to Union Pacific Resources' (NYSE: UPR) (UPR), holding that
Pennzoil should file its claim in federal court.
The company noted that today's court action was not a ruling on the merits of
Pennzoil's claim. Pennzoil intends to vigorously pursue in federal court its
claim that Smith Barney has violated both industry norms and its specific
contract obligations prohibiting Smith Barney from receiving or using
confidential Pennzoil information while providing financial advice to UPR.
Pennzoil Company explores for and produces crude oil and natural gas,
manufactures and markets premium quality lubricants, including America's top
selling motor oil, and is the parent company of Jiffy Lube International, the
world's largest franchiser of fast oil change centers.
