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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
(AMENDMENT NO. 34)
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. 34 (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. ("UPR"),
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
Item 8 of Schedule 14D-9 is hereby amended and supplemented by adding
the following:
By order dated October 16, 1997, the Court of Chancery of the State of
Delaware has consolidated the lawsuit styled Union Pacific Resources Group Inc.
and Resources Newco, Inc. v. Pennzoil Company, et al. with the pending actions
filed on behalf of stockholders of the Company. The Order of Consolidation is
included as Exhibit 99 hereto.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
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EXHIBIT
NO. DESCRIPTION
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98 Published advertisement of Pennzoil dated October 16,
1997.
99 Order of Consolidation with respect to the litigation
styled In re Pennzoil Company Shareholders Litigation
(C.A. No. 15764), pending in the Court of Chancery of
the State of Delaware.
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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: October 21, 1997 By: /s/ James L. Pate
James L. Pate
Chairman of the Board, President
and Chief Executive Officer
3
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INDEX TO EXHIBITS
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EXHIBIT
NO. DESCRIPTION
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98 Published advertisement of Pennzoil dated October 16,
1997.
99 Order of Consolidation with respect to the litigation
styled In re Pennzoil Company Shareholders Litigation
(C.A. No. 15764), pending in the Court of Chancery of
the State of Delaware.
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EXHIBIT 98
THE PENNZOIL TURNAROUND
EARNINGS: Seven consecutive quarters of year-on-year recurring earnings
improvement through the second quarter of 1997. First half of 1997
recurring earnings were up 118% compared to the first half of 1996.
Earnings are on track to continue this trend through the third quarter
of 1997, as well.
CASH FLOW: Three consecutive years of significant increases in cash flow, from
$6.49 per share in 1995 to $9.31 per share in 1996. Cash flow is expected
to exceed $12.00 per share in 1997.
EFFICIENCY: G&A cut by $80 million since 1995, and per barrel operating costs
reduced by 17% since 1994.
TOTAL RETURN: A total return of 42% to stockholders from October 1995 through
June 1997, outperforming the E&P sector and more than double UPR's total
return.
These facts illustrate that Pennzoil's turnaround is well underway, which
is one reason why UPR's offer of $84 is inadequate. Indeed, UPR's own
confidential internal studies arrived at valuations for Pennzoil well above $84
per share.
DON'T LET UPR TRY TO SOLVE
ITS PROBLEMS AT THE EXPENSE OF
PENNZOIL SHAREHOLDERS
[PENNZOIL LOGO]
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EXHIBIT 99
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
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IN RE PENNZOIL COMPANY CONSOLIDATED
SHAREHOLDERS LITIGATION C.A. Nos. 15764
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UNION PACIFIC RESOURCES
GROUP INC. and RESOURCES
NEWCO, INC.,
Plaintiffs,
v. C.A. No. 15755
PENNZOIL COMPANY et al.,
Defendants.
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ORDER OF CONSOLIDATION
It appearing that the above-captioned actions involve the same or related
subject matter, and that the administration of justice would be best served by
consolidating the actions,
IT IS, this 16th day of October, 1997, ORDERED AS FOLLOWS:
1. The above actions are hereby consolidated for all purposes, including
trial.
2. All pleadings in the consolidated action shall bear the caption of
both constituent actions and, in the case of service upon plaintiffs, shall be
served upon co-liaison counsel for plaintiffs in Consolidated Civil Action No.
15764 and Delaware counsel for plaintiffs in Civil Action No. 15755.
3. All requests for the production of documents, requests for admissions,
interrogatories, deposition notices and all other discovery permitted by the
Rules of the
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Court of Chancery shall be served by all plaintiffs in a coordinated manner so
as to avoid duplication of effort and unnecessary expense.
4. Plaintiffs' counsel in each of the above-captioned actions shall
coordinate and inform each other promptly of all communications with defendants
concerning scheduling and other matters.
5. This Court retains jurisdiction to hereafter amend or modify this
Order upon its own initiative or application of any party as might be required.
/s/ WILLIAM B. CHANDLER III
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Chancellor
