<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
(AMENDMENT NO. 14)
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. 14 (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 9. MATERIAL TO BE FILED AS EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<S> <C>
52 Published Advertisement of the Company dated September 4, 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 3, 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>
52 Published Advertisement of the Company dated September 4, 1997.
</TABLE>
<PAGE> 1
EXHIBIT 52
PENNZOIL HAS BUILT ONE OF
THE BEST INTERNATIONAL OIL
AND GAS PORTFOLIOS OF
ANY INDEPENDENT COMPANY
IN THE INDUSTRY.
[Globe graphic]
Over the past few years, Pennzoil has built one of the best
international oil and gas portfolios of any independent company in the
industry. We have attractive, high potential positions in some of the world's
most prolific oil and gas regions -- including areas that are virtually
impossible to penetrate for latecomers.
Pennzoil is now entering the value creation stage of this program. Our
portfolio includes:
o The giant Azeri-Chirag-Gunashli project in the Caspian Sea, where we
have a 4.8% carried interest in estimated recoverable reserves of at
least 4.7 billion barrels of crude oil.
o A 30% working interest in the nearby Karabakh prospect, also in the
Caspian Sea, which may contain more than 1.0 billion barrels of crude
oil.
o Five prospective concessions in Egypt, covering 9.2 million acres in
hydrocarbon charged basins.
o Three producing blocks in Venezuela, one of the most exciting oil
producing regions in the world.
These and other projects in Pennzoil's worldwide oil and gas portfolio
have the potential to more than double the company's proved reserves and add
significant shareholder value.
Pennzoil's international oil and gas operations:
IT'S ALL ABOUT VALUE.
[Pennzoil Logo]
