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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
(AMENDMENT NO. 11)
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. 11 (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 8. ADDITIONAL INFORMATION TO BE FURNISHED
On August 19, 1997, United States District Judge Terry R. Means, United
States District Court for the Northern District of Texas, issued an Order (filed
as Exhibit 48 hereto) in the pending proceeding for a declaratory judgment
relating to UPR's tender offer disclosures and federal securities laws
compliance, which Order partially grants:
(i) Pennzoil's motion for expedited consideration of Pennzoil's
application for a preliminary injunction; and
(ii) Pennzoil's motion for expedited consideration of Pennzoil's
motion to vacate confidentiality designations made by UPR.
The Order schedules a hearing on Pennzoil's application for a preliminary
injunction at 9:30 a.m. on Wednesday, September 10, 1997, at the U.S.
Courthouse, 501 West 10th Street, Ft. Worth, Texas 76102. At the hearing, each
party will be allowed four hours for direct examination of its own witnesses,
cross-examination of its opponent's witnesses and oral argument.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
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<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
48 Order Partially Granting Motions for Expedited
Consideration, Setting Hearing on Application for
Preliminary Injunction, and Allocating Hours for Preliminary
Injunction Hearing.
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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: August 20, 1997 By: /s/ James L. Pate
James L. Pate
Chairman of the Board, President
and Chief Executive Officer
3
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<C> <S>
48 Order Partially Granting Motions for Expedited Consideration,
Setting Hearing on Application for Preliminary Injunction, and
Allocating Hours for Preliminary Injunction Hearing.
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EXHIBIT 48
IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF TEXAS
FORT WORTH DIVISION
UNION PACIFIC RESOURCES GROUP, )
INC., ET AL. )
) ACTION NO. 4:97-CV-509-Y
VS. )
)
PENNZOIL COMPANY )
ORDER PARTIALLY GRANTING MOTIONS FOR EXPEDITED
CONSIDERATION, SETTING HEARING ON APPLICATION FOR
PRELIMINARY INJUNCTION, AND
ALLOCATING HOURS FOR PRELIMINARY INJUNCTION HEARING
(With Special Instructions to the Clerk of the Court)
Pending before the Court is Defendant's Motion for Expedited
Consideration of Application for Preliminary Injunction, which was filed in
this cause on August 11. That same day, Defendant filed its Motion for
Expedited Consideration of Motion to Vacate Confidentiality Designation.
Plaintiffs filed separate responses to both motions on August 12, and Defendant
filed a joint reply to both responses on August 13. After consideration of the
foregoing documents the Court finds that the motions should be partially
granted.
It is, therefore, ORDERED that Defendant's August 11 Motion for
Expedited Consideration of Application for Preliminary Injunction [document
number 114-1] is hereby PARTIALLY GRANTED, in that Plaintiffs' response to
Defendant's Application for Preliminary Injunction shall be filed with the
clerk, and served on Defendant's counsel in such a manner that it is received,
no later than 4:30 p.m. on Wednesday, August 27, 1997. Defendant's reply to
Plaintiffs' response shall be filed with the clerk, and served on Plaintiffs'
counsel in such a manner that it is received, no later than 12:00 noon on
Thursday, September 4, 1997.
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It is further ORDERED that Defendant's August 11 Motion for Expedited
Consideration of Motion to Vacate Confidentiality Designation [document number
112-1] is hereby PARTIALLY GRANTED, in that Plaintiffs' response to Defendant's
Motion to Vacate Confidentiality Designation shall be filed with the clerk, and
served on Defendant's counsel in such a manner that it is received, no later
than 4:30 p.m. on Wednesday, August 27, 1997. Defendant's reply to Plaintiffs'
response shall be filed with the clerk, and served on Plaintiffs' counsel in
such a manner that it is received, no later than 12:00 noon on Thursday,
September 4, 1997.
It is further ORDERED that a hearing will be held on Defendant's
Application for Preliminary Injunction at 9:30 a.m. on Wednesday, September 10,
1997. At the hearing, Plaintiffs will be allowed a total of four (4) hours for
argument, direct examination of their own witnesses, and cross examination of
their opponent's witnesses. Similarly, Defendant will be allowed a total of
four (4) hours for argument, direct examination of its own witnesses, and cross
examination of its opponent's witnesses.
In addition to normal distribution, the clerk of the Court is hereby
DIRECTED to transmit a copy of this order to lead counsel of record via
facsimile transmission as soon as possible this same day.
SO ORDERED.
SIGNED August 19, 1997. /s/ TERRY R. MEANS
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TERRY R. MEANS
UNITED STATES DISTRICT JUDGE
