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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 29)
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. 29 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 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 11. Material to be Filed as Exhibits.
Item 11 is hereby amended to add the following:
(a)(37) Press release, dated October 9, 1997, relating to Pennzoil
effort to prevent disclosure of its strategic plan.
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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: October 10, 1997
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EXHIBIT INDEX
Exhibit No. Description Page No.
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(a)(37) Press release, dated October 9, 1997, relating to Pennzoil
effort to prevent disclosure of its strategic plan.
News Release [UPR LOGO]
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UPR CRITICIZES PENNZOIL EFFORTS TO PREVENT
DISCLOSURE OF PENNZOIL STRATEGIC PLAN
Pennzoil Files In Court to Prevent Release of Pennzoil Strategic Plan,
Cancel or Delay Oct. 15 Hearing and Deny Public and Press Access to Courtroom
Fundamental Issue: Can Pennzoil Possibly Exceed Value of UPR's Offer?
Forth Worth, TX -- Oct. 9, 1997 -- Union Pacific Resources Group Inc. (NYSE:
UPR) today criticized Pennzoil's extensive legal maneuvers designed to prevent
disclosure of Pennzoil's strategic plan. The U.S. District Court for Northern
District of Texas scheduled a hearing for October 15, 1997 on a motion filed
by UPR on September 15 to compel Pennzoil to release its strategic plan.
In sharp contrast to Pennzoil's arguments just last month that court hearings
should be kept open to the public, Pennzoil on October 7 filed a motion urging
the Court to close the October 15 hearing and to deny the public and press any
access to it. On October 8, Pennzoil filed yet another motion, this time asking
the Court to cancel or postpone the hearing.
In a statement today, UPR said, "Pennzoil has made its strategic plan the
cornerstone of its 'just say no' defense by telling shareholders it can deliver
greater value over the long term than our offer. If Pennzoil really believes its
strategic plan can exceed the value of our offer, then why work so hard trying
to keep the plan hidden from shareholders, to cancel or postpone the hearing,
and to bar the public from the courtroom?
"Our offer spotlights the fundamental issue for Pennzoil shareholders: whether
Pennzoil can possibly exceed UPR's $84 per share offer. The value of our offer
is crystal clear. Pennzoil shareholders deserve the opportunity to choose,
by comparing Pennzoil's strategic plan with our offer. UPR is willing to
accept the decision of Pennzoil shareholders -- is Pennzoil?"
UPR is the largest domestic independent oil and gas exploration and production
company. Headquartered in Forth Worth, Texas, UPR has been the #1 domestic
driller for the past five years.
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Media Contact: Investor Relations Contact:
Walter Montgomery Michael Liebschwager
212-484-6721 817-877-6531
