<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
(AMENDMENT NO. 9)
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. 8 (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
------- -----------
<C> <S>
44 Letter dated August 1, 1997 from Jack L. Messman to James L.
Pate
</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: August 4, 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
- ------- -----------
<C> <S>
44 Letter dated August 1, 1997 from Jack L. Messman to James L. Pate
</TABLE>
<PAGE> 1
EXHIBIT 44
Union Pacific Resources
Jack L. Messman
Chairman & CEO
August 1, 1997
Mr. James L. Pate
Pennzoil Company
700 Milam
PO Box 2967
Houston, Texas 77252
Dear Jim:
I am writing to you and your directors to address your misleading
statements regarding "coercion" of shareholders, made in response to the tender
of Pennzoil shares into UPR's offer.
After 61.5% of Pennzoil's shares were tendered into our offer, you
attempted to dismiss this positive response by claiming that shareholders "felt
they had no choice" but to tender their shares into the offer to avoid
receiving UPR stock in the second-step merger. This explanation is untrue and,
further, is contradicted by your own public statements:
o In making their decision to tender, Pennzoil shareholders could not
have been concerned about missing the opportunity to obtain the $84
per share cash price. It was clear to shareholders that Pennzoil's
"poison pill" and other anti-takeover devices made it impossible for
UPR actually to purchase stock in the tender at this time.
Therefore, if there was no possibility of UPR purchasing shares in
the tender offer, how could shareholders be concerned about being
left out of the cash purchase and being forced to participate only
in the second-step merger?
o You repeatedly have acknowledged the lack of coercion in our offer.
In your newspaper ads urging shareholders not to tender their
shares, you told shareholders there was "no rush" to tender because
their shares could not possibly be purchased by the July 21 tender
deadline. Your own lawyers have made the same point in federal court
proceedings.
o Because Pennzoil shareholders could not have tendered their shares
expecting to actually sell them at this time, the only possible
explanation for their tendering was their desire to send you and
your Board a message that they support our proposal. That so many
shareholders went through the trouble of tendering when they knew
that we would not be able to buy their shares at this time reflects
broad support for our proposal.
<PAGE> 2
Mr. James L. Pate
Page 2
August 1, 1997
When you launched a campaign to discourage Pennzoil shareholders from
tendering, you knew full well that we could not purchase shares at this time.
Therefore, your efforts could not have been motivated by a desire to prevent us
from actually purchasing shares. We can only conclude this effort was
motivated by the fact that you, too, recognized that a strong tender would
represent a mandate for our proposal.
Misleading statements, such as your mischaracterization of our offer,
do a disservice to everyone involved with our two companies, particularly to
Pennzoil shareholders. In truth, the only "coercion" has been your effort to
deny Pennzoil shareholders the opportunity to participate in our transaction
despite their desire to do so.
Of course, we would welcome constructive dialogue with you about our
transaction. We have been seeking this for the last six months, and your
shareholders have just sent you a powerful message endorsing this course of
action.
Sincerely,
/s/ Jack
cc: Board of Directors
Pennzoil Company
