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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
(AMENDMENT NO. 13)
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. 13 (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 (the
"Company"), relating to a tender offer commenced by Resources Newco, Inc., a
wholly owned subsidiary of Union Pacific Resources Group Inc., 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
ORDERS ON MOTIONS TO COMPEL PRODUCTION OF DOCUMENTS
UPR. On August 28, 1997, the United States Magistrate Judge in Fort Worth,
Texas, in the proceedings before the United States District Court for the
Northern District of Texas in the matter Union Pacific Resources Group, Inc., et
al. v. Pennzoil Company, issued an Order (filed as Exhibit 50 hereto) that,
among other things:
(i) denied UPR's claim for protection from discovery of UPR documents
by reason of the business strategy privilege, and directed UPR to
produce all responsive documents that it previously asserted were
protected by that privilege;
(ii) required UPR to furnish documents for which it is claiming
attorney-client privilege to the court for in camera inspection;
(iii) granted Pennzoil's motion to compel production of documents by UPR
concerning any business or financial analysis of valuation of
Pennzoil or any of its assets;
(iv) granted Pennzoil's motion to compel production of documents
concerning UPR's proposed, contemplated or possible business plans
and strategies in the event UPR obtains control of Pennzoil;
(v) granted Pennzoil's motion to compel production of documents by UPR
concerning the proposed, contemplated or possible accounting
treatment of the UPR Proposal;
(vi) granted Pennzoil's motion to compel production of UPR board and
committee meeting minutes and notes relating to the UPR Proposal;
and
(vii) granted Pennzoil's motion to compel production of documents by UPR
relating to the raising or borrowing of funds to complete the
Offer.
The Order requires UPR to produce the documents by 4:00 p.m. on September 8,
1997.
UPC. On August 29, 1997, the United States District Court for the District
of Delaware issued its Order (filed as Exhibit 51 hereto) granting Pennzoil's
motion to compel production of documents from Union Pacific Corporation ("UPC"),
the former parent company of UPR. Pennzoil's motion to compel concerns documents
of UPC that relate to ruling requests to the Internal Revenue Service ("IRS") as
to the tax-free nature of the spin-off of UPR from UPC. Pennzoil has alleged
that UPR has failed to disclose in its Schedule 14D-1 the uncertainty as to
whether disclosures made to the IRS relating to pre-spin-off discussions between
Pennzoil and UPR were complete and accurate. This uncertainty raises the
possibility that UPR could be liable to UPC for an indemnity as a result of
actions by UPR affecting the validity of the 1996 IRS ruling on the tax free
nature of the spin-off. The Order requires UPC to produce such documents by 5:00
p.m. on Wednesday, September 3, 1997.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
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EXHIBIT
NO. DESCRIPTION
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50 Order on Pennzoil Company's Second Motion to Compel Production
of Documents issued by the United Stated Magistrate Judge in
proceedings before the United States District Court for the
Northern District of Texas dated August 28, 1997.
51 Order on Pennzoil Company's Second Motion to Compel Production
of Documents from Union Pacific Corporation issued by the
United States District Court for the District of Delaware
dated August 29, 1997.
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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: September 2, 1997 By: /s/ James L. Pate
James L. Pate
Chairman of the Board, President
and Chief Executive Officer
3
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
- ------- -----------
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50 Order on Pennzoil Company's Second Motion to Compel Production
of Documents issued by the United Stated Magistrate Judge in
proceedings before the United States District Court for the
Northern District of Texas dated August 28, 1997.
51 Order on Pennzoil Company's Second Motion to Compel Production
of Documents from Union Pacific Corporation issued by the
United States District Court for the District of Delaware
dated August 29, 1997.
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EXHIBIT 50
IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF TEXAS
FORT WORTH DIVISION
UNION PACIFIC RESOURCES, )
GROUP, INC., ET AL., )
PLAINTIFFS, )
) CIVIL ACTION NO.
) 4:97-CV-509-Y
V. )
)
PENNZOIL CO., )
DEFENDANT. )
ORDER ON DEFENDANT'S SECOND MOTION TO COMPEL
PRODUCTION OF DOCUMENTS
By order dated August 14, 1997, United States District Judge Terry
Means referred Defendant's Second Motion to Compel Production of Documents,
filed August 4, 1997, to the United States Magistrate Judge for determination.
This court held a hearing on the motion on August 25, 1997, during which all
parties were represented by their respective attorneys of record. After
reviewing the motion and the arguments of the parties, the court finds the
following orders are appropriate.
Regarding Defendant's First Request for Production of Documents, it is
ORDERED that (1) to the extent Plaintiff UPR claims protection from discovery
under the business strategy privilege or Federal Rule of Civil Procedure
26(c)(7), that claim is DENIED and UPR is directed to produce all responsive
documents it asserts to be protected by that privilege or rule;
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(2) to the extent Plaintiff UPR is withholding documents based on assertions of
attorney-client privilege, UPR shall furnish those documents to the court for
in camera inspection by 4:00 p.m. (Central Standard Time) on September 8, 1997;
(3) Defendant's motion to compel production of documents responsive to Request
for Production No. 1(ii), which seeks all documents concerning any business or
financial analysis of valuation of Pennzoil or any of its assets is GRANTED.
Plaintiff's objection to Defendant's Request for Production No. 1 seeking
"[a]ll documents concerning Pennzoil" as overly broad is SUSTAINED; however,
Plaintiff's objection of overbreadth as it pertains to sections (i), (ii),
(iii), and (iv) of Defendant's Request for Production No.1 is OVERRULED;
(4) Defendant's motion to compel production of documents responsive to Request
for Production No. 2, which seeks documents concerning proposed, contemplated
or possible business plans and strategies in the event Plaintiff acquires
control of Pennzoil, is GRANTED:
(5) Defendant's motion to compel production of documents responsive to Request
for Production No. 4 related to the Revenue Ruling is DENIED. Plaintiff's
objection to Defendant's Request for Production No. 4 as overly broad is
SUSTAINED;
(6) Defendant's motion to compel production of documents responsive to Request
for Production No. 6, which seeks documents concerning the proposed,
contemplated or possible accounting treatment of the Proposed Merger with
Pennzoil, is GRANTED;
(7) Defendants motion to compel production of documents responsive to Request
for Production No. 8, which seeks documents concerning board and committee
meeting minutes and notes, is GRANTED;
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(8) Defendant's motion to compel production of documents responsive to Request
for Production No. 11, which seeks information regarding stock purchases, is
DENIED; and
(9) Defendant's motion to compel production of documents responsive to Request
for Production No. 15, which seeks documents related to the raising or
borrowing or funds to complete the tender offer, is GRANTED.
It is ORDERED that all documents required to be produced under
this Order shall be produced by 4:00 p.m. (Central Standard Time) on September
8, 1997 at the address designated in Defendant's First Request for Production
of Documents.
It is further ORDERED that all other relief requested is denied.
SIGNED this 28th day of August, 1997
/s/ Charles Bleil
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CHARLES BLEIL
UNITED STATES MAGISTRATE JUDGE
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EXHIBIT 51
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF DELAWARE
UNION PACIFIC RESOURCES )
GROUP, INC., and RESOURCES )
NEWCO, INC., )
)
Plaintiffs, )
) Misc. No. 97-64 JJF
)
v. )
)
PENNZOIL COMPANY, )
)
Defendant. )
ORDER
At Wilmington, this 29 day of August 1997, for the reasons set forth in
the Memorandum Opinion to be issued Tuesday, September 2, 1997;
IT IS HEREBY ORDERED that:
1. Pennzoil Company's Second Motion to Compel Production Of Documents
From Union Pacific Corporation (D.I.10) is GRANTED.
2. Union Pacific Corporation shall produce the documents sought by
Pennzoil in its Motion To Compel no later than 5:00 p.m. on Wednesday,
September 3, 1997.
/s/ Joseph J. Farnan, Jr.
-------------------------------------
UNITED STATES DISTRICT JUDGE
