<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
(AMENDMENT NO. 28)
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:
<TABLE>
<S> <C>
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
</TABLE>
<PAGE> 2
This Amendment No. 28 (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., 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
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<S> <C>
81 Advertisement of the Company dated September 29, 1997
82 Advertisement of the Company dated September 29, 1997
</TABLE>
2
<PAGE> 3
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 29, 1997 By: /s/ James L. Pate
James L. Pate
Chairman of the Board, President
and Chief Executive Officer
3
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<S> <C>
81 Advertisement of the Company dated September 26, 1997
82 Advertisement of the Company dated September 29, 1997
</TABLE>
<PAGE> 1
EXHIBIT 81
- --------------------------------------------------------------------------------
WHO'S IN
THE
"VALLEY OF DESPAIR"(1)?
UNION PACIFIC RESOURCES.
In a sworn submission to the IRS in 1996,
UPR described its trend of steep declines
in production from existing properties
as the "valley of despair."
_____________
(1) From a sworn submission to the Internal Revenue Service dated June 3, 1996
by Union Pacific Corporation and Union Pacific Resources Group Inc.: "[UPR]
management refers to the trend of steep declines in production from existing
properties as the 'valley of despair' . . . ." (page 7).
Paid for by Pennzoil Company
- --------------------------------------------------------------------------------
<PAGE> 1
EXHIBIT 82
- --------------------------------------------------------------------------------
WHO'S IN THE "VALLEY OF DESPAIR"?
Union Pacific Resources. In a sworn
submission to the IRS in 1996,
UPR described its trend of steep declines
in production from existing properties
as the "valley of despair." Paid for by
Pennzoil Company. -- ADVT.
- --------------------------------------------------------------------------------
