===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
SCHEDULE 14D-1
(Amendment No. 24)
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
------------------------
Pennzoil Company
(Name of Subject Company)
------------------------
Union Pacific Resources Group Inc.
Resources Newco, Inc.
(Bidders)
------------------------
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)
------------------------
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
===============================================================================
<PAGE>
This Amendment No. 24 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:
(a)(24) Press release, dated September 15, 1997, relating to the filing of a
motion to compel Pennzoil to publicly disclose its strategic plan.
<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.
------------------------------------------
Name: Joseph A. LaSala, Jr.
Title: Vice President, General Counsel
and Secretary
RESOURCES NEWCO, INC.
By: /s/ JOSEPH A. LASALA, JR.
------------------------------------------
Name: Joseph A. LaSala, Jr.
Title: Vice President, General Counsel
and Secretary
Dated: September 16, 1997
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
- ---------- ----------- --------
(a)(24) Press release, dated September 15, 1997, relating to
the filing of a motion to compel Pennzoil to publicly
disclose its strategic plan.
UPR FILES MOTION TO COMPEL PUBLIC DISCLOSURE
OF PENNZOIL STRATEGIC PLAN
UPR Believes Pennzoil Shareholders Deserve to See Whether Pennzoil Can Credibly
Claim to Have a Plan that Matches the Value of UPR's Offer
Fort Worth, TX - Sept. 15, 1997 -- Union Pacific Resources Group Inc. (NYSE:UPR)
announced today that it filed a motion in U.S. District Court for the Northern
District of Texas to compel Pennzoil to publicly disclose its strategic plan,
including any estimate of the value of Pennzoil were the plan to be achieved and
any material assumptions on which it is based.
"We are filing this motion because we believe Pennzoil shareholders have a right
to see whether Pennzoil's secret plan can credibly match the value of UPR's $84
per share tender offer," said UPR CEO Jack L. Messman. "We do not understand
how, if Pennzoil refuses to disclose its strategic plan, it can possibly justify
to Pennzoil shareholders its rejection of UPR's offer."
Media Contact: Investor Relations Contact:
Walter Montgomery Michael Liebschwager
212-484-6721 817-877-6531
