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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 30)
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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<PAGE>
This Amendment No. 30 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 3. Past Contacts, Transactions or Negotiations with the Subject Company.
Item 3 is hereby amended to add the following:
On October 10, 1997 Mr. Jack L. Messman sent to Mr. James Pate a
letter in the form attached to this Schedule 14D-1 as Exhibit (g)(20), which
is incorporated by reference herein.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended to add the following:
(a)(38) Press release, dated October 10, 1997, relating to Pennzoil's
Karabakh drilling results.
(g)(20) Form of letter, dated October 10, 1997, from Jack L. Messman
to James L. Pate.
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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 14, 1997
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EXHIBIT INDEX
Exhibit No. Description Page No.
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(a)(38) Press release, dated October 10, 1997, relating to Pennzoil's
Karabakh drilling results.
(g)(20) Form of letter, dated October 10, 1997, from Jack L. Messman
to James L. Pate.
News Release [UPR LOGO]
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UPR URGES PENNZOIL TO PROVIDE DEFINITIVE INFORMATION
ON KARABAKH DRILLING
Letter from Messman to Pate Follows Today's Announcement of
Pennzoil's Drilling Results at Karabakh
Fort Worth, TX - Oct. 10, 1997 - Union Pacific Resources Group Inc. (NYSE: UPR)
has released the following letter that UPR Chairman and Chief Executive Officer
Jack L. Messman today sent to Pennzoil Chairman and Chief Executive Officer
James L. Pate:
Dear Jim:
As recently as September 4, in a national newspaper advertisement, Pennzoil said
its Karabakh prospect in the Caspian Sea could contain more than one billion
barrels of crude oil.
In light of Karabakh's significance and the press release Pennzoil issued today
on preliminary drilling results at Karabakh, it is incumbent upon you to
promptly provide definitive information on current and future results so that
Pennzoil shareholders, the investment community and UPR can assess the
significance of these developments.
Sincerely,
Jack L. Messman
cc: Pennzoil Board of Directors
# # #
Media Contact: Investor Relations Contact:
Walter Montgomery Michael Liebschwager
212-484-6721 817-877-6531
[UPR LOGO]
Jack L. Messman
Chairman & CEO
October 10, 1997
Mr. James L. Pate
Chairman and Chief Executive Officer
Pennzoil Company
PO Box 2967
Houston, Texas 77252-2967
Dear Jim,
As recently as September 4, in a national newspaper advertisement, Pennzoil said
its Karabakh prospect in the Caspian Sea could contain more than one billion
barrels of crude oil.
In light of Karabakh's significance and the press release Pennzoil issued today
on preliminary drilling results at Karabahk, it is incumbent upon you to
promptly provide definitive information on current and future results so that
Pennzoil shareholders, the investment community and UPR can assess the
significance of these developments.
Sincerely,
/s/ Jack
Jack L. Messman
cc: Pennzoil Board of Directors
