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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
(AMENDMENT NO. 41)
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. 41 (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. ("UPR"),
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
EXHIBIT
NO. DESCRIPTION
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110 Text of Press Release of the Company dated November
11, 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: November 11, 1997 By: /s/ James L. Pate
James L. Pate
Chairman of the Board, President
and Chief Executive Officer
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INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
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110 Text of Press Release of the Company dated November
11, 1997.
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EXHIBIT 110
[PENNZOIL LOGO] Public Relations Department Pennzoil Company
P.O. Box 2967 NEWS
Houston, Texas 77252-8200
FOR IMMEDIATE RELEASE
Contacts:
Robert Harper Joele Frank/Brian Faw
Corporate Communications Abernathy MacGregor
Group
713/546-8536 212/371-5999
PENNZOIL DOES NOT INTEND TO NEGOTIATE WITH UPR
Calls UPR's Statement "Sour Grapes"
HOUSTON (November 11, 1997) -- Pennzoil Co. (NYSE: PZL) made the following
response to Union Pacific Resources Group Inc.'s (NYSE: UPR) statement today
that it intends to terminate its unsolicited hostile tender offer for
Pennzoil on November 17, 1997, unless the Company enters into negotiations:
"Pennzoil has no plans to negotiate with UPR. UPR's disingenuous attempt to
denigrate the value of Pennzoil is nothing more than sour grapes.
"Pennzoil's Board of Directors today unanimously reaffirmed its opinion
that UPR's offer is inadequate and not in the best interest of Pennzoil and
its shareholders. The Board cited, among other things, the opinion
reaffirmed today by Pennzoil's financial advisors, Lehman Brothers Inc.,
Evercore Group Inc., and J.P. Morgan Securities, Inc., that UPR's offer is
inadequate.
"Pennzoil believes that its own programs and projects will deliver greater
value to Pennzoil shareholders than UPR's offer. The evidence of Pennzoil's
continuing turnaround can be seen in its performance and progress,
including the recently announced third quarter results, representing the
eighth consecutive quarter of year-on-year recurring earnings improvement."
Pennzoil Company explores for and produces crude oil and natural gas,
manufactures and markets premium quality lubricants, including America's top
selling motor oil for the past 11 years, and is the parent company of Jiffy
Lube International, the world's largest franchiser of fast oil change centers.
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