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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
(AMENDMENT NO. 23)
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. 23 (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 (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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<CAPTION>
EXHIBIT
NO. DESCRIPTION
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71 Press Release of the Company dated September 17, 1997
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2
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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: September 17, 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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<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<S> <C>
71 Press Release of the Company dated September 17, 1997
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EXHIBIT 71
FOR IMMEDIATE RELEASE
Contacts:
Robert Harper Joele Frank/ Jeff Kimball
Corporate Communications Abemathy MacGregor Group
713/546-8914 212/371-5999
COURT ORDERS UPR TO PRODUCE HUNDREDS OF PAGES OF WITHHELD DOCUMENTS
Houston, TX, September 17, 1997 -- Pennzoil Company (NYSE:PZL) today
announced that the U.S. Magistrate Judge in the U.S. District Court for the
Northern District of Texas, Fort Worth Division, ordered Union Pacific
Resources (NYSE:UPR) (UPR) to produce hundreds of pages of documents that UPR
had previously withheld on a claim of attorney-client privilege. The order
required the documents to be produced by 4:30 p.m. on September 22, 1997.
Contrary to UPR's news release issued earlier today, the Magistrate
Judge denied UPR's motion to modify or vacate his order of September 10. The
September 10 order concluded that UPR's attorneys had withheld a high volume of
non-privileged documents.
James L. Pate, chairman and chief executive officer of Pennzoil, said,
"UPR has again improperly tried to withhold documents from disclosure and has
again been ordered to turn over improperly withheld documents. UPR has
established a clear pattern of hiding materially important information."
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.
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