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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
(AMENDMENT NO. 40)
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. 40 (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 9. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT
NO. DESCRIPTION
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109 Text of Press Release of the Company dated November
5, 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: November 6, 1997 By: /s/ James L. Pate
James L. Pate
Chairman of the Board, President
and Chief Executive Officer
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INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
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109 Text of Press Release of the Company dated November
5, 1997.
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EXHIBIT 109
[PENNZOIL LOGO] Public Relations Department Pennzoil Company
P.O. Box 2967 NEWS
Houston, Texas 77252-8200
FOR IMMEDIATE RELEASE
Contacts:
Robert Harper Joele Frank / Brian Faw
Corporate Communications Abernathy MacGregor Group
713/546-8536 212/371-5999
DELAWARE COURT STRONGLY REAFFIRMS ITS
REJECTION OF SMITH BARNEY'S DUAL ROLE
IN UPR'S TENDER OFFER FOR PENNZOIL
HOUSTON (November 5, 1997) -- Pennzoil Company (NYSE: PZL) announced that the
Delaware Court of Chancery today strongly reaffirmed its October 28, 1997
ruling that Smith Barney Inc., a unit of the Travelers Group Inc., cannot
continue to act as a financial advisor to UPR in connection with its hostile
tender offer for Pennzoil. UPR had sought to reargue that ruling and had
submitted extensive briefs in which it claimed that Smith Barney was permitted
to review highly confidential Pennzoil information in its role as litigation
consultant, despite acknowledging that the same Smith Barney personnel were
simultaneously providing financial advice to UPR.
The Court of Chancery once again completely rejected UPR's arguments, finding
that the language of its confidentiality order clearly and unambiguously
precluded a party which had obtained access to confidential information from
continuing to act as a financial advisor. The Court stated, "I have considered
all of UPR's arguments on the motion for reconsideration of that ruling, and I
don't find merit in any of them."
The Court reaffirmed its prior ruling that UPR could not use Smith Barney as a
financial consultant in connection with its hostile tender offer for Pennzoil
and denied the motion for reargument. The Court held "a party cannot serve as
a financial advisor to one of the parties in this litigation and have access to
highly confidential information."
-more-
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A Pennzoil spokesman stated that "The Delaware decision confirms that UPR and
Smith Barney violated the terms of the Delaware court's confidentiality order,
which is in all pertinent respects identical to the order entered by the U.S.
District Court in Fort Worth." Pennzoil has sued UPR and Smith Barney in the
U.S. District Court in Texas based upon their misuse of inside information and
breach of the confidentiality order. Pennzoil seeks in Texas a permanent
injunction against UPR's tender offer.
Pennzoil Company explores for and produces crude oil and natural gas,
manufactures and markets premium quality lubricants, including America's top
selling motor oil for the past 11 years, and is the parent company of Jiffy
Lube International, the world's largest franchiser of fast oil change centers.
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