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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 7)
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. 7 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) (13) Letter to certain Pennzoil stockholders.
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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 10, 1997
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EXHIBIT INDEX
Exhibit No. Description Page No.
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(a) (13) Letter to certain Pennzoil stockholders.
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[LETTERHEAD OF UNION PACIFIC RESOURCES GROUP INC.]
JACK L. MESSMAN
Chief Executive Officer and President
July 10, 1997
Dear Pennzoil Shareholder:
UPR IS OFFERING YOU A SUBSTANTIAL PREMIUM
On June 23, 1997, Union Pacific Resources offered to acquire the shares of
Pennzoil Company at a substantial premium to both recent and historical trading
prices of Pennzoil's stock. UPR has proposed to pay $84 in cash per Pennzoil
share for 50.1% of Pennzoil's stock in the tender offer. This would be followed
by a merger in which the remaining Pennzoil shares would be exchanged for UPR
stock designed to provide the same $84 per share value. $84 represents a 41%
premium over Pennzoil's closing share price on the last trading day before UPR
made its offer, a 56% premium over the closing price 30 days prior to the offer
and a 56% premium over the average closing price for the previous 12 months.
YOU MUST TAKE ACTION NOW
We appreciate the enthusiastic support our proposal is receiving from
Pennzoil shareholders. However, for you to realize the value of our proposal,
you must clearly demonstrate to Pennzoil's Board of Directors your support by
tendering your shares to UPR on or prior to July 21, 1997.
DON'T LET PENNZOIL'S BOARD "JUST SAY NO"
We firmly believe that Pennzoil cannot, on its own, provide shareholders
present value equal to UPR's offer. Yet, Pennzoil has repeatedly refused even to
discuss our proposal and is attempting to "just say no" to our proposal by
relying on its numerous anti-takeover defenses.
Pennzoil is refusing to talk with UPR, despite Pennzoil's repeated failure,
throughout the 1990s, to deliver shareholder value. In the seven years between
the day in 1990 that the present CEO of Pennzoil took office and the day before
we announced our offer in June 1997, Pennzoil's stock price declined 27%. During
the same period, the Dow Jones Industrial Average nearly tripled.
TENDER YOUR SHARES -- TELL PENNZOIL YOU SUPPORT UPR'S OFFER
For you to realize the attractive value of UPR's $84 per share proposal,
the most important message you can send to Pennzoil's management and Board of
Directors is that you want them to accept UPR's proposal. The most effective way
to convey that message is to tender your Pennzoil shares to UPR on or prior to
July 21, 1997, when UPR's tender offer expires.
TO TENDER YOUR SHARES, DO THE FOLLOWING:
o If your shares are held by a bank or broker, immediately contact your
account executive at the firm that is holding your shares and instruct
them to tender your shares.
o If you hold the actual stock certificate, you should complete the
enclosed letter of transmittal and, using the enclosed envelope, send
it with your stock certificate to the Bank of New York, the depositary
for the offer. If you desire assistance, call Morrow & Co., UPR's
information agent, at 1-800-662-5200.
o Beat the deadline -- to be counted, your tender must be received prior
to midnight on July 21.
Tendering your shares today can make the difference in persuading Pennzoil
to accept UPR's proposal, which will deliver enhanced value for all Pennzoil
shareholders.
Sincerely,
/s/ Jack L. Messman
Jack L. Messman
P.S. If you have any questions at all, we urge you to call Morrow & Co. at
1-800-662-5200, who can assist you with the process of tendering your
shares.
