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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 4)
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
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Pennzoil Company
(Name of Subject Company)
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Union Pacific Resources Group Inc.
Resources Newco, Inc.
(Bidders)
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Common Stock, par value $0.83 1/3 per Share
(Including the Associated Preferred Stock Purchase Rights)
(Title of Class of Securities)
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709903 10 8
(CUSIP Number of Class of Securities)
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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
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This Amendment No. 4 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) (11) Press release, dated July 1, 1997, relating to Pennzoil
Board recommendation.
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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.
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Name: Joseph A. LaSala, Jr.
Title: Vice President, General Counsel
and Secretary
RESOURCES NEWCO, INC.
By: /s/ JOSEPH A. LASALA, JR.
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Name: Joseph A. LaSala, Jr.
Title: Vice President, General Counsel
and Secretary
Dated: July 1, 1997
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EXHIBIT INDEX
Exhibit No. Description Page No.
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(a) (11) Press release, dated July 1, 1997, relating to Pennzoil
Board recommendation.
<PAGE>
Union Pacific Resources Group Inc.
NEWS RELEASE [LOGO]
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PENNZOIL MANAGEMENT AND BOARD HIDE BEHIND
"JUST SAY NO" DEFENSE TO UPR OFFER
Rejection of UPR's Proposal is "Another 'Dry Hole' for Pennzoil Shareholders"
Designed to Entrench Management, Response Ignores Shareholder Interests
Shareholders Urged to Tender Shares to UPR
Pennzoil Offers Nothing New; Its Strategic Plans Have Repeatedly
Failed to Deliver Shareholder Value
FORT WORTH, TX - JULY 1, 1997 - Union Pacific Resources Group Inc. (NYSE: UPR)
today issued the following statement in response to Pennzoil Company's rejection
of UPR's offer to acquire Pennzoil:
"Pennzoil's rejection of UPR's offer amounts to another 'dry hole' for Pennzoil
shareholders. It is clear that Pennzoil is trying to hide from its shareholders
behind a classic 'just say no' defense. Pennzoil is invoking every
anti-takeover defense in the book to insulate an entrenched management and
prevent shareholders from having an opportunity to decide for themselves. By
doing so, the Board is violating its fiduciary duty to Pennzoil shareholders.
"The Pennzoil response today offers nothing new for shareholders. For many
years, Pennzoil's management has claimed to be pursuing new strategic
initiatives - all without results. Pennzoil shareholders can conclude
justifiably that any existing or new plan is likely to fail to deliver
shareholder value given the poor track record of management.
"UPR is disappointed, but undeterred by the Board's response. The business
rationale of this combination is so powerful, and the premium we are offering
shareholders so substantial, that we believe the merger of UPR and Pennzoil is
inevitable. We remain committed to pursuing it to its successful conclusion.
"Pennzoil's 'just say no' defense might make sense if the company's own
strategic plan had delivered value for shareholders in the past, or if it could
deliver anything close to the value that the combined company will. But it has
not, and we believe it will not.
o Pennzoil management is failing to deliver shareholder value.
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* Since 1990, Pennzoil management has "built" virtually zero value in
the company. From the beginning of 1990 until the day before UPR made
its offer, Pennzoil's stock price dropped 33%, while the Dow Jones
Industrial Average nearly tripled.
* Pennzoil management has produced this abysmal record even though
Pennzoil received a $3 billion windfall from its litigation
settlement with Texaco. That settlement would have delivered more
value for Pennzoil shareholders if it had simply been deposited in a
passbook savings account, rather than being squandered away in the
repeated failure of Pennzoil's business plans.
* Most importantly, Pennzoil has grossly underdeveloped its valuable
oil and gas properties because it has mismanaged its capital
resources, including the $3 billion Texaco settlement.
o UPR is offering full and fair value to Pennzoil shareholders.
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* By any measure, UPR's proposal represents a substantial premium - 56%
above the closing price 30 days before we announced our offer and 56%
above the average closing price for the 12 months prior to our offer.
* Just three months ago, Jim Pate, Pennzoil Chairman and CEO, told UPR
CEO Jack Messman that Pennzoil sees $80 to $100 as the range of the
company's stock price in four or five years - if his strategic plan is
successfully implemented. UPR's proposal offers shareholders not
speculative value but actual, certain value today that, in
present-value terms, is substantially above what Mr. Pate predicts for
four to five years from now.
* Both the cash and stock portions of the transaction are designed to
deliver equal value. The stock exchange is structured to offer the
same $84 per share value as the cash tender offer, plus providing an
upside growth opportunity in the combined company.
"Jim Pate recently made the extraordinary statement that Pennzoil shareholders
do not 'fully appreciate' the 'benefits' provided to date by Pennzoil. The
action today by Pennzoil's Board is yet another insult to Pennzoil's
shareholders.
"We urge the Pennzoil Board to abandon the self-serving, 'just-say-no' strategy
of entrenchment. We urge that Pennzoil shareholders express their disagreement
with their Board by tendering their shares to UPR."
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MEDIA CONTACTS: INVESTOR RELATIONS CONTACT:
Walter Montgomery Michael Liebschwager
212-484-6721 817-877-6531
Pat Doyle
817-877-6527
ON THE INTERNET: www.upr.com
