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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 9)
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. 9 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)(14) Published Message to Pennzoil Shareholders, dated July 15,
1997.
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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 15, 1997
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EXHIBIT INDEX
Exhibit No. Description Page No.
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(a)(14) Published Message to Pennzoil Shareholders, dated July 15, 1997.
[UPR LOGO]
A MESSAGE TO PENNZOIL SHAREHOLDERS:
COMPARE UPR'S $84 PER SHARE TENDER OFFER
WITH PENNZOIL'S BROKEN PROMISES.
PENNZOIL HAS HAD SEVEN YEARS TO DELIVER
ON ITS PROMISES OF BETTER PERFORMANCE.
TIME'S UP!
[Chart showing graphic representation of the percentage change, from
March 14, 1990 to June 20, 1997**, of the Dow Jones Industrial
Average* (+190%) and the stock price of Pennzoil (-27%)]
Since taking office in March 1990, Pennzoil's CEO has repeatedly promised that
better performance was just around the corner.
Seven years later, the track record is both unmistakable and indefensible.
The best way for you to send a message to Pennzoil that
you support UPR's $84 per share tender offer is to
tender your shares on or prior to July 21, 1997.
YOU CAN MAKE THE DIFFERENCE.
SEND A MESSAGE BY TENDERING YOUR SHARES TODAY.
If you need assistance in tendering your shares to UPR, please call
our information agent, Morrow & Co., Inc. at 1-800-662-5200.
*The Dow Jones Industrial Average is a registered trademark of Dow Jones, Inc.
**June 20, 1997 was the final trading day prior to the announcement of UPR's
tender offer.
This advertisement is not an offer to purchase shares of Pennzoil, nor is it
an offer to sell any UPR common stock which may be issued in a merger involving
Pennzoil and a subsidiary of UPR. The cash tender offer by a subsidiary of UPR
to acquire 50.1% of Pennzoil's common shares will be made solely by the Offer
to Purchase and the related Letter of Transmittal. Any issuance of UPR common
stock in any merger involving Pennzoil and a subsidiary of UPR would have to be
registered under the Securities Act of 1993, as amended, and such UPR common
stock would be offered only by means of a prospectus complying with such Act.
