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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
(AMENDMENT NO. 26)
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. 26 (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., 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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EXHIBIT
NO. DESCRIPTION
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79 Advertisement of the Company dated September 25, 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: September 25, 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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EXHIBIT
NO. DESCRIPTION
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79 Advertisement of the Company dated September 25, 1997
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WANTED
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GRAPHIC: BARREL OF OIL LABELED "UPR"
750 MILLION BARRELS
o LAST YEAR, in a sworn submission to the Internal Revenue Service(1), Union
Pacific Resources (UPR) asserted that it could not meet its publicly stated
10% growth targets without a multi-billion dollar acquisition of 750 million
barrels of oil equivalent (BOE) of proved reserves(2).
o LAST WEEK, UPR amazingly claimed it no longer needs a major acquisition to
meet its growth targets(3).
WHERE DID UPR FIND THE NEEDED
750 MILLION BOE OF PROVED RESERVES?
Let's settle this issue once and for all. It's easy to find the truth. All UPR
has to do is:
1. Hire a reputable INDEPENDENT PETROLEUM ENGINEERING FIRM to issue a
reserve report on its proved reserves on a company-wide basis, as
Pennzoil does annually(4); and
2. Reveal UPR's PROJECTIONS FOR PRODUCTION AND RESERVES showing how UPR
has suddenly and mysteriously "solved" the problem confidentially
disclosed to the IRS last year.
LET'S FIND THE TRUTH AND STOP THE CONTRADICTIONS.
WHERE ARE THE 750 MILLION BARRELS OF OIL?
[PENNZOIL LOGO]
SEPTEMBER 25, 1997
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(1) From a sworn submission to the Internal Revenue Service dated June 3, 1996
by Union Pacific Corporation and Union Pacific Resources Group Inc.
(page 7).
(2) This equals 128% of UPR's total proved reserves at the end of 1996,
calculated using the ratio of 1 barrel per 6,000 cubic feet. See UPR's
Annual Employees' Report to Shareholders 1996 (page 26).
(3) Letter from UPR CEO Jack Messman to shareholders and analysts, September
17, 1997 (page 7).
(4) Form 10-K filed with the Securities and Exchange Commission March 4, 1997
(page 3), included in Pennzoil Company's 1996 Annual Report.
