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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 15)
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. 15 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 up to
25,094,200 shares of Common Stock, par value $0.83 1/3 per share (the 'Shares'),
of Pennzoil Company, a Delaware corporation ('Pennzoil'), or such greater number
of Shares as equals 50.1% of the Shares outstanding on a fully-diluted basis, in
each case 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'), and the related Letter of Transmittal
(which, together with any amendments or supplements thereto, collectively
constitute the 'Offer'), which were filed as Exhibits (a)(1) and (a)(2) 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.
Item 3. Past Contacts, Transactions or Negotiations with the Subject Company.
Item 3 is hereby amended to add the following:
On August 1, 1997, Mr. Jack L. Messman sent to James L. Pate a letter
in the form attached to this Schedule 14D-1 as Exhibit (g)(9), which is
incorporated by reference herein.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended to add the following:
(g) (9) Form of letter, dated August 1, 1997, to James L. Pate.
<PAGE>
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: Jospeh A. LaSala, Jr.
Title: Vice President, General Counsel
and Secretary
RESOURCES NEWCO, INC.
By: /s/ JOSEPH A. LASALA, JR.
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Name: Jospeh A. LaSala, Jr.
Title: Vice President, General Counsel
and Secretary
Dated: August 1, 1997
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
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<S> <C> <C>
(g) (9) Form of letter, dated August 1, 1997, to James L. Pate
</TABLE>
Union Pacific Resources
Jack L. Messman
Chairman & CEO
August 1, 1997
Mr. James L. Pate
Pennzoil Company
700 Milam
PO Box 2967
Houston, Texas 77252
Dear Jim:
I am writing to you and your directors to address your misleading
statements regarding "coercion" of shareholders, made in response to the
tender of Pennzoil shares into UPR's offer.
After 61.5% of Pennzoil's shares were tendered into our offer, you
attempted to dismiss this positive response by claiming that shareholders "felt
they had no choice" but to tender their shares into the offer to avoid
receiving UPR stock in the second-step merger. This explanation is untrue and,
further, is contradicted by your own public statements:
o In making their decision to tender, Pennzoil shareholders could not
have been concerned about missing the opportunity to obtain the $84
per share cash price. It was clear to shareholders that Pennzoil's
"poison pill" and other anti-takeover devices made it impossible for
UPR actually to purchase stock in the tender at this time. Therefore,
if there was no possibility of UPR purchasing shares in the tender
offer, how could shareholders be concerned about being left out of the
cash purchase and being forced to participate only in the second-step
merger?
o You repeatedly have acknowledged the lack of coercion in our offer. In
your newspaper ads urging shareholders not to tender their shares, you
told shareholders there was "no rush" to tender because their shares
could not possibly be purchased by the July 21 tender deadline. Your
own lawyers have made the same point in federal court proceedings.
o Because Pennzoil shareholders could not have tendered their shares
expecting to actually sell them at this time, the only possible
explanation for their tendering was their desire to send you and your
Board a message that they support our proposal. That so many
shareholders went through the trouble of tendering when they knew that
we would not be able to buy their shares at this time reflects broad
support for our proposal.
<PAGE>
Mr. James L. Pate
Page 2
August 1, 1997
When you launched a campaign to discourage Pennzoil shareholders
from tendering, you knew full well that we could not purchase shares at this
time. Therefore, your efforts could not have been motivated by a desire to
prevent us from actually purchasing shares. We can only conclude this effort was
motivated by the fact that you, too, recognized that a strong tender would
represent a mandate for our proposal.
Misleading statements, such as your mischaracterization of our offer, do a
disservice to everyone involved with our two companies, particularly to
Pennzoil shareholders. In truth, the only "coercion" has been your effort to
deny Pennzoil shareholders the opportunity to participate in our transaction
despite their desire to do so.
Of course, we would welcome constructive dialogue with you about our
transaction. We have been seeking this for the last six months, and your
shareholders have just sent you a powerful message endorsing this course of
action.
Sincererly,
/s/ Jack
cc: Board of Directors
Pennzoil Company
