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Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ ]
Filed by a party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
PENNZOIL COMPANY
.................................................................
(Name of Registrant as Specified In Its Charter)
GUY P. WYSER-PRATTE
.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction
applies:
............................................................
(2) Aggregate number of securities to which transaction
applies:
.......................................................
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):
.......................................................
(4) Proposed maximum aggregate value of transaction:
.......................................................
(5) Total fee paid:
.......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
.......................................................
(2) Form, Schedule or Registration Statement No.:
.......................................................
(3) Filing Party:
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(4) Date Filed:
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CONTACT:
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Eric Longmire
Senior Managing Director
Wyser-Pratte & co., Inc.
(212) 495-5357
WYSER-PRATTE TO PROPOSE "SHAREHOLDER RIGHTS BY-LAW" AT
PENNZOIL 1998 ANNUAL MEETING
New York, New York, November 18, 1997. Responding to the termination of the
$84 per share all cash tender offer by Union Pacific Resources Group Inc.
(NYSE.UPR) for Pennzoil Corp. (NYSE.PLZ), Guy P. Wyser-Pratte announced today
that he would propose the adoption of the "Shareholder Rights Bylaw" (the
"Bylaw") at the 1998 Pennzoil annual meeting.
The Bylaw--which would achieve a change in corporate policy at
Pennzoil--would prevent the Pennzoil board of directors from indefinitely using
the Company's "Poison Pill" to block a qualified acquisition bid without a
shareholder referendum and shareholder approval.
Mr. Wyser-Pratte said that the Bylaw was needed because the Pennzoil board
can not be relied upon to follow shareholders' wishes in responding to an
acquisition proposal that shareholders wish to accept.
"The Pennzoil directors showed their true colors during UPR's tender offer
for the Company," Mr. Wyser-Pratte said. "It was clear that the Pennzoil
stockholders wanted to sell to UPR. Over 60% of the Pennzoil shares were
tendered into UPR's initial offer, which was subsequently improved. But the
Pennzoil board continuously opposed the offer and didn't even try to get a
better price from UPR or another buyer. They 'just said no' and finally
succeeded in getting the offer terminated, despite the fact that shareholders
had overwhelmingly, 'just said yes' to that very Offer."
Mr. Wyser-Pratte said that, "because of the board's opposition to a sale
of the Company, shareholders need to affect a change in corporate policy via a
mechanism for accepting a premium acquisition proposal that is opposed by the
board of directors but favored by a majority of shareholders. The Shareholder
Rights Bylaw fills this need." If an offer were made to acquire all the Common
Stock at 25% premium over the market price, the bylaw would require the board of
directors to cease using the Poison Pill to block the offer after ninety days
unless the board had obtained shareholder approval to continue using the Poison
Pill against the offer.
"The ninety-day clock lets the board block an offer temporarily while it
seeks a better offer from the bidder or another buyer," Mr. Wyser-Pratte said.
"But if the board wants to continue to use the Pill for more than ninety days,
it would have to hold a shareholder referendum and convince shareholders that
this policy was in their best interests."
Mr. Wyser-Pratte said that he would not formally propose the Bylaw until
January when Pennzoil's existing bylaws allow shareholders to make proposals for
the 1998 annual meeting. However, he is filing proxy materials for the proposal
now so that he can begin educating shareholders and the market about the
Shareholder Rights Bylaws. He added that he may make other proposals at the 1998
annual meeting.
Mr. Wyser-Pratte had demanded a Pennzoil stockholders list last week so
that he could communicate with other shareholders about ways of persuading the
board to negotiate with UPR. "Negotiations between Pennzoil and UPR are not an
immediate possibility," Mr. Wyser-Pratte said, "so we have to focus on the
long-term problem of getting the board to follow shareholder wishes when it
responds to acquisition proposals favored by the majority of shareholders."
Participant information: Mr. Guy P. Wyser-Pratte, President of
Wyser-Pratte & Co., beneficially owns 451,400 shares. Mr. Eric Longmire is also
a participant.
