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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 5)
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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This Amendment No. 5 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 11. Material to be Filed as Exhibits.
Item 11 is hereby amended to add the following:
(g) (5) Answer of UPR and Purchaser to Complaint filed by Pennzoil
(dated July 2, 1997, United States District Court for the
District of Delaware).
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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: July 2, 1997
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EXHIBIT INDEX
Exhibit No. Description Page No.
- ---------- ----------- --------
(g) (5) Answer of UPR and Purchaser to Complaint filed by Pennzoil
(dated July 2, 1997, United States District Court for the District
of Delaware).
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IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF DELAWARE
PENNZOIL COMPANY, ) C. A. No. 97-353
a Delaware corporation, )
)
Plaintiff, )
)
v. )
)
UNION PACIFIC RESOURCES )
GROUP, INC., )
a Utah corporation, and )
RESOURCES NEWCO, INC., a )
Delaware corporation, )
)
Defendants. )
ANSWER
Defendants Union Pacific Resources Group, Inc. ("UPR") and Resources Newco,
Inc. ("Newco") by their undersigned attorneys, hereby answer the Complaint in
the above-captioned matter.
1. Denied, except admitted that plaintiff purports to bring this action
pursuant to Section 14(e) of the Securities Exchange Act of 1934 and rules and
regulations promulgated thereunder by the Securities and Exchange Commission and
to seek preliminary and permanent injunctive relief as described in the
Complaint.
2. Denied, except admitted that plaintiff is seeking expedited discovery.
Defendants respectfully refer the Court to UPR's Schedule 14D-1 for its content.
3. Paragraph 3 alleges matters of law as to which no responsive pleading
is required.
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4. Denied, except admitted that Newco is incorporated in Delaware.
5. Paragraph 5 alleges matters of law as to which no responsive pleading
is required.
6. Admitted, except defendants are without knowledge sufficient to admit
or deny the last two sentences of paragraph 6.
7. The first two sentences of paragraph 7 are admitted. Defendants lack
information sufficient to admit or deny the third sentence in paragraph 7. The
fourth sentence of paragraph 7 is denied, except that it is admitted that
Pennzoil's franchise operation segment includes the Jiffy Lube system and brand
name. Defendants are without knowledge or information sufficient to admit or
deny the fifth sentence of paragraph 7.
8. Admitted.
9. Denied, except admitted that defendant Newco is a Delaware corporation
whose executive offices are located at 801 Cherry Street, Fort Worth, Texas,
that Newco is a wholly-owned subsidiary of UPR, and that Newco was organized to
acquire plaintiff Pennzoil Company ("Pennzoil").
10. Defendants have insufficient information to admit or deny paragraph 10.
11. Paragraph 11 pleads matters as to which defendants have insufficient
information to admit or deny, except defendants admit that in January 1995 UPR
was a wholly-owned subsidiary of Union Pacific Corporation. Paragraph 11 is
specifically denied to the extent that it suggests that the currently proposed
combination with UPR would not provide superior value maximization for
Pennzoil's shareholders.
12. The first two sentences of paragraph 12 are denied. Defendants lack
knowledge sufficient to admit or deny the third sentence in paragraph 12.
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13. Defendants have insufficient information to admit or deny paragraph 13,
except it is admitted that discussions in 1995 between Pennzoil and UPR did not
result in a transaction between Pennzoil and UPR.
14. The first and second sentences of paragraph 14 are admitted. The third
sentence of paragraph is denied except that it is admitted that the Distribution
was subject to certain conditions, the terms of which are set forth in UPR's
October 10, 1995 Prospectus, to which defendants respectfully refer the Court.
15. The first sentence of paragraph 15 is denied. The remainder of
paragraph 15 is admitted.
16. Paragraph 16 pleads matters of law as to which no responsive pleading
is required.
17. Admitted that UPR and Resources entered into an indemnification
agreement in connection with the October 1995 initial public offering of UPR
stock, to which defendants respectfully refer the Court for its contents, and
that UPR has made statements concerning the indemnification agreement in certain
publicly filed documents, to which defendants also respectfully refer the Court
for their contents.
18. Admitted.
19. The first sentence of paragraph 19 is admitted. The second sentence of
paragraph 19 is denied.
20. The first sentence of paragraph 20 is admitted. The second and third
sentences of paragraph 20 are denied.
21. The first sentence of paragraph 21 is admitted. The second sentence of
paragraph 21 is denied, except defendants lack sufficient information to admit
or deny the allegations concerning Mr. Pate's belief. Defendants lack
information sufficient to admit or deny the third sentence of paragraph 21,
except that it is admitted that Mr. Pate received a letter from Mr. Messman
dated May 6, 1997, to which defendants respectfully refer the Court for its
contents.
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22. The allegations in paragraph 22 are denied, except that it is admitted
that Mr. Pate sent a letter dated May 8, 1997 to Mr. Messman, to which
defendants respectfully refer the Court for its contents.
23. The first two sentences of paragraph 23 are denied, except that it is
admitted that Mr. Messman sent a letter dated June 10, 1997 to Mr. Pate, to
which defendants respectfully refer the Court for its contents. The third
sentence of paragraph 23 is denied.
24. Denied, except admitted that the contents of Mr. Messman's June 10,
1997 letter speak for themselves.
25. Denied, except admitted that the contents of Mr. Messman's June 10,
1997 letter speak for themselves and that on June 12, 1997, certain
representatives of UPR contacted certain directors of Pennzoil to discuss such
letter.
26. Paragraph 26 pleads matters as to which defendants are without
knowledge sufficient to admit or deny, except that it is admitted that the
persons listed in the third sentence of paragraph 26 are directors of Pennzoil.
27. Defendants are without knowledge sufficient to admit or deny paragraph
27.
28. Defendants are without knowledge sufficient to admit or deny paragraph
28.
29. Defendants are without knowledge sufficient to admit or deny paragraph
29, except that it is admitted that Mr. Pate transmitted to Mr. Messman a letter
dated June 20, 1997, to which defendants respectfully refer the Court for its
contents.
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30. The first sentence of paragraph 30 is admitted. The second, third,
fourth and fifth sentences of paragraph 30 are denied, except it is admitted
that the terms and conditions of UPR's offer are set forth in UPR's Offer to
Purchase, to which defendants respectfully refer the Court for its contents. The
sixth sentence of paragraph 30 is admitted.
31. Denied.
32. Denied.
33. Denied.
34. The first sentence of paragraph 34 is admitted. The second and third
sentences of paragraph 34 are denied.
35. Denied.
36. Denied, except admitted that the contents of the Schedule 14D-1 and the
contents of UPR's request for a ruling from the IRS, to which defendants
respectfully refer the Court, speak for themselves.
37. Denied, except admitted that the contents of Mr. Messman's June 10,
1997 letter and the Schedule 14D-1 speak for themselves.
38. Denied.
39. Denied, except admitted that the contents of the indemnification
agreement, UPR's public filings, and the Schedule 14D-1, to which defendants
respectfully refer the Court, speak for themselves.
40. Denied, except admitted that the contents of the Schedule 14D-1, to
which defendants respectfully refer the Court, speak for themselves and that
purchase accounting would apply to the proposed acquisition of Pennzoil by UPR.
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41. The first sentence of paragraph 41 is denied. Defendants lack
sufficient information to admit or deny the accuracy of the quotations set forth
in the remainder of paragraph 41.
42. The first and second sentences of paragraph 42 are denied. The
remainder of paragraph 42 pleads matters as to which defendants have
insufficient knowledge to admit or deny.
43. All allegations of paragraph 43 are denied, including specifically
without limitation, the accuracy of the assumptions set forth therein.
44. Denied, except admitted that the contents of the Schedule 14D-1, to
which defendants respectfully refer the Court, speak for themselves.
45. Denied.
46. Defendants reallege and incorporate by reference their responses to
paragraphs 1 through 45 as if fully set forth herein.
47. Denied.
48. Denied.
49. Denied.
FIRST AFFIRMATIVE DEFENSE
50. The complaint fails to state a claim upon which relief may be granted.
SECOND AFFIRMATIVE DEFENSE
51. The complaint is subject to dismissal pursuant to Fed.R.Civ.P. 13(a) on
the grounds that the purported claim it attempts to assert is a compulsory
counterclaim in defendants' first-filed action in the United States District
Court for the Northern District of Texas, Forth Worth Division,
No. 4-97-CV:50A-Y.
THIRD AFFIRMATIVE DEFENSE
52. This action should be dismissed, stayed or transferred in accordance
with the first-filed rule.
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FOURTH AFFIRMATIVE DEFENSE
53. The complaint is not brought in the proper venue.
FIFTH AFFIRMATIVE DEFENSE
54. Plaintiff's claims for equitable relief are barred by the doctrine of
unclean hands.
WHEREFORE, having answered the Complaint herein, defendants request entry
of a judgment dismissing the Complaint, awarding them their costs and expenses
of suit, including reasonable attorneys fees; and awarding them such
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other and further relief as the Court may deem just and proper.
/s/ Andrew J. Turezyn
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Edward P. Welch, I.D. No. 671
Andrew J. Turezyn, I.D. No. 2054
R. Michael Lindsey, I.D. No. 2711
Skadden, Arps, Slate, Meagher & Flom LLP
One Rodney Square
P.O. Box 636
Wilmington, Delaware 19899
(302) 651-3000
Attorneys for Defendants
DATED: July 2, 1997
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