==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
SCHEDULE 14D-1
(Amendment No. 10)
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. 10 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)(15) Message to Participants in Pennzoil 401(k) Plans on
UPR Web Site.
<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: July 16, 1997
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
- ---------- ----------- --------
(a)(15) Message to Participants in Pennzoil 401(k)
Plans on UPR Web Site.
(Top Level Button For UPR Web Site)
o Message to Participants to Pennzoil 401(k) Plans
(Page Behind Top Level Button)
Participants in Pennzoil 401(k) Plans - Important Information on UPR Tender
Offer
Participants in the Pennzoil Company Savings and Investment Plan and the
Pennzoil Company Savings and Investment Plan for Hourly Employees [also known
as 401(k) plans]:
1) Through your participation in the Pennzoil 401(k) plans, you have a
beneficial interest in Pennzoil stock. Based on the most recent public
information available, we believe that you have a right to direct Merrill Lynch
Trust Co., the trustee of your 401(k) plans, to tender your shares to UPR. To
confirm this right, please contact Merrill Lynch Trust Co. at the toll free
number listed below in paragraph 2.
2) Merrill Lynch Trust Co. has mailed to Pennzoil 401(k) plan participants
information on how to respond to UPR's $84 per share tender offer. It is our
understanding that Merrill Lynch has given Pennzoil 401(k) plan participants
until 3:30 P.M., Eastern Daylight Time, on July 18, 1997 to direct Merrill Lynch
how to respond to UPR's tender offer. The toll free Merrill Lynch phone number
established for participant inquiries on the Pennzoil 401(k) plans will be
utilized by Merrill Lynch to record your instructions on whether to tender your
Pennzoil shares.
This toll free number is 1-800-329-4015.
3) The $84 per share tender offer by UPR represents a 41% premium over
Pennzoil's closing share price on the last trading day before UPR made its
offer, a 56% premium over the closing price 30 days prior to the offer and a 56%
premium over the average closing price for the previous 12 months.
4) UPR's information agent on the tender offer, Morrow & Co., Inc. is also
available to provide information. A copy of the Offer to Purchase (i.e. the
tender offer) and the related Letter of Transmittal can be obtained from
Morrow & Co. Their toll free 800 number is 1-800-662-5200. Please ask for Rich
Maney or John Ferguson.
5) You can make the difference. The best way for you to send a message that you
support UPR's $84 per share tender offer is to direct Merrill Lynch Trust Co.
to tender your Pennzoil shares to UPR on or prior to 3:30 P.M., Eastern
Daylight Time, on July 18, 1997.
This is not an offer to purchase shares of Pennzoil, nor is it an offer to sell
any UPR common stock which may be issued in a merger involving Pennzoil and a
subsidiary of UPR. The cash tender offer by a subsidiary of UPR to acquire 50.1%
of Pennzoil's common shares will be made solely by the Offer to Purchase and the
related Letter of Transmittal. Any issuance of UPR common stock in any merger
involving Pennzoil and a subsidiary of UPR would have to be registered under
the Securities Act of 1933, as amended, and such UPR common stock would be
offered only by means of a prospectus complying with such Act.
