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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 17)
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. 17 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 10. Additional Information.
The eighth paragraph in Section 11 of the Offer to Purchase is hereby
deleted and the following paragraphs are inserted in lieu thereof:
Plans for Pennzoil. In connection with the Offer, UPR and
Purchaser have reviewed and will continue to consider, on the basis of
publicly available information, various possible business strategies to
be pursued in the event that Purchaser acquires control of Pennzoil,
whether pursuant to the Offer and the Proposed Merger or otherwise.
Among other things, UPR is receiving unsolicited expressions of
interest from third parties regarding possible acquisition and joint
venture transactions involving certain assets of UPR and Pennzoil, and
UPR plans to discuss with various entities the feasibility and
desirability of entering into, and possible terms of, agreements for
such transactions before or after consummation of the Offer. No
decision has been made by UPR with regard to any such transactions.
UPR intends to conduct a detailed review of Pennzoil and its
assets, corporate structure, dividend policy, capitalization,
operations, properties, policies, management and personnel to consider
and determine what, if any, changes would be desirable in light of the
circumstances that then exist. Such strategies could include, among
other things, changes in Pennzoil's business, corporate structure,
Restated Certificate of Incorporation, By-laws, capitalization,
management or dividend policy.
Section 14 of the Offer to Purchase is hereby amended and restated in its
entirety to read as follows:
Notwithstanding any other provisions of the Offer, and in
addition to (and not in limitation of) Purchaser's rights to extend and
amend the Offer at any time in its reasonable discretion, Purchaser
shall not be required to accept for payment or, subject to any
applicable rules and regulations of the Commission, including Rule
14e-1(c) under the Exchange Act (relating to Purchaser's obligation to
pay for or return tendered Shares promptly after termination or
withdrawal of the Offer), pay for, and may delay the acceptance for
payment of or, subject to the restriction referred to above, the
payment for, any tendered Shares, and may terminate the Offer, if, in
the reasonable judgment of Purchaser (i) at or prior to the Expiration
Date any one or more of the Minimum Tender Condition or the Board
Action Condition, has not been satisfied, (ii) the waiting period under
the HSR Act applicable to the purchase of Shares pursuant to the Offer
shall not have expired or been terminated or (iii) at any time on or
after June 23, 1997 and before the Expiration Date, any of the
following events shall occur or shall be determined by Purchaser to
have occurred:
(a) there shall be threatened, instituted or pending any
action, proceeding, application or counterclaim by any
government or governmental, regulatory or administrative
authority or agency, domestic, foreign or supranational (each,
a "Governmental Entity"), or by any other person, domestic or
foreign, before any court or Governmental Entity, (i)(A)
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challenging or seeking to, or which is reasonably likely to,
make illegal, delay or otherwise directly or indirectly
restrain or prohibit, or seeking to, or which is reasonably
likely to, impose voting, procedural, price or other
requirements, in addition to those required by Federal
securities laws and the Delaware Law (each as in effect on the
date of this Offer to Purchase), in connection with, the
making of the Offer, the acceptance for payment of, or payment
for, some of or all the Shares by Purchaser, UPR or any other
affiliate of UPR or the consummation by Purchaser, UPR or any
other affiliate of UPR of a merger or other similar business
combination with Pennzoil, (B) seeking to obtain material
damages or (C) otherwise directly or indirectly relating to
the transactions contemplated by the Offer or any such merger
or business combination, (ii) seeking to prohibit the
ownership or operation by Purchaser, UPR or any other
affiliate of UPR of all or any portion of the business or
assets of Pennzoil and its subsidiaries or of Purchaser, UPR
or any other affiliate of UPR or to compel Purchaser, UPR or
any other affiliate of UPR to dispose of or hold separate all
or any portion of the business or assets of Pennzoil or any of
its subsidiaries or of Purchaser, UPR or any other affiliate
of UPR or seeking to impose any limitation on the ability of
Purchaser, UPR or any other affiliate of UPR to conduct such
business or own such assets, (iii) seeking to impose or
confirm limitations on the ability of Purchaser, UPR or any
other affiliate of UPR effectively to exercise full rights of
ownership of the Shares, including, without limitation, the
right to vote any Shares acquired or owned by Purchaser, UPR
or any other affiliate of UPR on all matters properly
presented to Pennzoil's stockholders, (iv) seeking to require
divestiture by Purchaser, UPR or any other affiliate of UPR of
any Shares, (v) seeking any material diminution in the
benefits expected to be derived by Purchaser, UPR or any other
affiliate of UPR as a result of the transactions contemplated
by the Offer or any merger or other similar business
combination with Pennzoil, (vi) otherwise directly or
indirectly relating to the Offer or which otherwise, in the
reasonable judgment of Purchaser, might materially adversely
affect Pennzoil or any of its subsidiaries or Purchaser, UPR
or any other affiliate of UPR or the value of the Shares or
(vii) in the reasonable judgment of Purchaser, materially
adversely affecting the business, properties, assets,
liabilities, capitalization, stockholders' equity, condition
(financial or otherwise), operations, licenses or franchises,
results of operations or prospects of Pennzoil or any of its
subsidiaries;
(b) there shall be any action taken, or any statute, rule,
regulation, legislation, interpretation, judgment, order or
injunction proposed, enacted, enforced, promulgated, amended,
issued or deemed applicable to (i) Purchaser, UPR or any other
affiliate of UPR or Pennzoil or any of its subsidiaries or
(ii) the Offer or any merger or other similar business
combination by Purchaser, UPR or any other affiliate of UPR
with Pennzoil, by any government, legislative body or court,
domestic, foreign or supranational, or Governmental Entity,
other than the routine application of the waiting period
provisions of the HSR Act to the Offer, that, in the
reasonable judgment of Purchaser, might, directly or
indirectly, result in any of the consequences referred to in
clauses (i) through (vii) of paragraph (a) above;
(c) any change shall have occurred or been threatened (or any
condition, event or development shall have occurred or been
threatened involving a prospective change) in the
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business, properties, assets, liabilities, capitalization,
stockholders' equity, condition (financial or otherwise),
operations, licenses or franchises, results of operations or
prospects of Pennzoil or any of its subsidiaries that, in the
reasonable judgment of Purchaser, is or may be materially
adverse to Pennzoil or any of its subsidiaries, or Purchaser
shall have become aware of any facts that, in the reasonable
judgment of Purchaser, have or may have material adverse
significance with respect to either the value of Pennzoil or
any of its subsidiaries or the value of the Shares to
Purchaser, UPR or any other affiliate of UPR;
(d) there shall have occurred or been threatened (i) any
general suspension of trading in, or limitation on prices for,
securities on any national securities exchange or in the
over-the-counter market in the United States, Canada or
abroad, (ii) any extraordinary or material adverse change in
the financial markets or major stock exchange indices in the
United States, Canada or abroad or in the market price of
Shares, (iii) any change in the general political, market,
economic or financial conditions in the United States, Canada
or abroad that could, in the reasonable judgment of Purchaser,
have a material adverse effect upon the business, properties,
assets, liabilities, capitalization, stockholders' equity,
condition (financial or otherwise), operations, licenses or
franchises, results of operations or prospects of Pennzoil or
any of its subsidiaries or the trading in, or value of, the
Shares, (iv) any material change in United States or Canada
currency exchange rates or any other currency exchange rates
or a suspension of, or limitation on, the markets therefor,
(v) a declaration of a banking moratorium or any suspension of
payments in respect of banks in the United States, Canada or
abroad, (vi) any limitation (whether or not mandatory) by any
government, domestic, foreign or supranational, or
Governmental Entity on, or other event that, in the reasonable
judgment of Purchaser, might affect the extension of credit by
banks or other lending institutions, (vii) a commencement of a
war or armed hostilities or other national or international
calamity directly or indirectly involving the United States or
Canada or (viii) in the case of any of the foregoing existing
at the time of the commencement of the Offer, a material
acceleration or worsening thereof;
(e) Pennzoil or any of its subsidiaries shall have (i) split,
combined or otherwise changed, or authorized or proposed a
split, combination or other change of, the Shares or its
capitalization (other than by redemption of the Rights in
accordance with their terms as such terms have been publicly
disclosed prior to June 23, 1997, (ii) acquired or
otherwise caused a reduction in the number of, or authorized
or proposed the acquisition or other reduction in the number
of, outstanding Shares or other securities (other than as
aforesaid), (iii) issued or sold, or authorized or proposed
the issuance, distribution or sale of, additional Shares
(other than the issuance of Shares under option prior to
June 23, 1997, in accordance with the terms of such options
as such terms have been publicly disclosed prior to
June 23, 1997, shares of any other class of capital stock,
other voting securities convertible into, or rights, warrants
or options, conditional or otherwise, to acquire, any of the
foregoing, (iv) declared or paid, or proposed to declare or
pay, any dividend or other distribution, whether payable in
cash, securities or other property, on or with respect to any
shares of capital stock of Pennzoil (other than a regular cash
quarterly dividend not in excess of $.25 per Shares, having
customary and usual record and payment
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dates and, in the event the Rights are redeemed, the price of
redemption thereof), (v) altered or proposed to alter any
material term of any outstanding security (including the
Rights) other than to amend the Rights Agreement to make the
Rights inapplicable to the Offer and the Proposed Merger, (vi)
incurred any debt other than in the ordinary course of
business or any debt containing burdensome covenants, (vii)
authorized, recommended, proposed or entered into an
agreement, agreement in principle or arrangement or
understanding with respect to any merger, consolidation,
liquidation, dissolution, business combination, acquisition of
assets, disposition of assets, release or relinquishment of
any material contractual or other right of Pennzoil or any of
its subsidiaries or any comparable event not in the ordinary
course of business, (viii) authorized, recommended, proposed
or entered into, or announced its intention to authorize,
recommend, propose or enter into, any agreement, arrangement
or understanding with any person or group that in the
reasonable judgment of Purchaser could adversely affect either
the value of Pennzoil or any of its subsidiaries, joint
ventures or partnerships or the value of the Shares to
Purchaser, UPR or any other affiliate of UPR, (ix) entered
into or amended any employment, change in control, severance,
executive compensation or similar agreement, arrangement or
plan with or for the benefit of any of its employees,
consultants or directors, or made grants or awards thereunder,
other than in the ordinary course of business or entered into
or amended any agreements, arrangements or plans so as to
provide for increased or accelerated benefits to any such
persons, (x) except as may be required by law, taken any
action to terminate or amend any employee benefit plan (as
defined in Section 3(2) of the Employee Retirement Income
Security Act of 1974, as amended) of Pennzoil or any of its
subsidiaries, or Purchaser shall have become aware of any such
action that was not disclosed in publicly available filings
prior to June 23, 1997, or (xi) amended or authorized or
proposed any amendment to, Pennzoil's Restated Certificate of
Incorporation of Pennzoil's By-laws, or Purchaser shall become
aware that Pennzoil or any of its subsidiaries shall have
proposed or adopted any such amendment that was not disclosed
in publicly available filings prior to June 23, 1997;
(f) a tender or exchange offer for any Shares shall have been
made or publicly proposed to be made by any other person
(including Pennzoil or any of its subsidiaries or affiliates),
or it shall have been publicly disclosed or Purchaser shall
have otherwise learned that (i) any person, entity (including
Pennzoil or any of its subsidiaries) or "group" (within the
meaning of Section 13(d)(3) of the Exchange Act) shall have
acquired or proposed to acquire beneficial ownership of more
than 5% of any class or series of capital stock of Pennzoil
(including the Shares), through the acquisition of stock, the
formation of a group or otherwise, or shall have been granted
any right, option or warrant, conditional or otherwise, to
acquire beneficial ownership of more than 5% of any class or
series of capital stock of Pennzoil (including the Shares),
other than acquisitions for bona fide arbitrage purposes only
and other than as disclosed in a Schedule 13G on file with the
Commission prior to June 23, 1997, (ii) any such person,
entity or group that prior to June 23, 1997, had filed
such a Schedule with the Commission has acquired or proposes
to acquire, through the acquisition of stock, the formation of
a group or otherwise, beneficial ownership of 1% or more of
any class or series of capital stock of Pennzoil (including
the Shares), or shall have been granted any right, option or
warrant, conditional or otherwise,
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to acquire beneficial ownership of 1% or more of any class or
series of capital stock of Pennzoil (including the Shares),
(iii) any person or group shall have entered into a definitive
agreement or an agreement in principle or made a proposal with
respect to a tender offer or exchange offer or a merger,
consolidation or other business combination with or involving
Pennzoil or (iv) any person shall have filed a Notification
and Report Form under the HSR Act (or amended a prior filing
to increase the applicable filing threshold set forth therein)
or made a public announcement reflecting an intent to acquire
Pennzoil or any assets or subsidiaries of Pennzoil;
(g) any approval, permit, authorization or consent of any
Governmental Entity (including those described or referred to
in Section 15) shall not have been obtained on terms
satisfactory to Purchaser in its reasonable discretion; or
(h) Purchaser shall have reached an agreement or understanding
with Pennzoil providing for termination of the Offer, or
Purchaser, UPR or any other affiliate of UPR shall have
entered into a definitive agreement or announced an agreement
in principle with Pennzoil providing for a merger or other
business combination with Pennzoil or the purchase of stock or
assets of Pennzoil;
which, in the reasonable judgment of Purchaser in any such case, and
regardless of the circumstances (including any action or inaction by
Purchaser, UPR or any other affiliate of UPR) giving rise to any such
condition, makes it inadvisable to proceed with the Offer and/or with
such acceptance for payment or payment.
The foregoing conditions are for the sole benefit of Purchaser and UPR
and may be asserted by Purchaser regardless of the circumstances giving
rise to any such condition or may be waived by Purchaser in whole or in
part at any time and from time to time in its reasonable discretion.
The failure by Purchaser at any time to exercise any of the foregoing
rights will not be deemed a waiver of any such right, the waiver of any
such right with respect to particular facts and circumstances will not
be deemed a waiver with respect to any other facts and circumstances
and each such right will be deemed an ongoing right that may be
asserted at any time and from time to time. Any determination by
Purchaser concerning the events described in this Section 14 will be
final and binding upon all parties.
The Offer to Purchase is further amended to: (i) change all references
throughout to the "sole discretion" or "sole judgment" of the Purchaser with
respect to the conditions to the Offer to the "reasonable discretion" or
"reasonable judgment" of the Purchaser, as the case may be; and (ii) to provide
that Purchaser cannot assert any of the conditions set forth in Section 14
(other than the expiration of the waiting period under the HSR Act) after the
Expiration Date.
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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: Jospeh A. LaSala, Jr.
Title: Vice President, General Counsel
and Secretary
RESOURCES NEWCO, INC.
By: /s/ JOSEPH A. LASALA, JR.
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Name: Jospeh A. LaSala, Jr.
Title: Vice President, General Counsel
and Secretary
Dated: August 8, 1997
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