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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 33)
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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<PAGE>
This Amendment No. 33 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 all
shares of Common Stock, par value $0.83 1/3 per share (the 'Shares'), of
Pennzoil Company, a Delaware corporation ('Pennzoil'), 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'), the Supplement to the Offer to Purchase, dated October 7, 1997
(the 'Supplement'), and the related revised Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
'Offer'), which were filed as Exhibits (a)(1), (a)(26) and (a)(27) 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 or in the Supplement.
Item 3. Past Contacts, Transactions or Negotiations with the Subject Company.
Item 3 is hereby amended to add the following:
On November 11, 1997 Mr. Jack L. Messman sent to Mr. James Pate a
letter in the form attached to this Schedule 14D-1 as Exhibit (g)(21), which
is incorporated by reference herein.
Item 10. Additional Information
Item 10 is hereby amended as follows:
(f) On November 11, 1997, Mr. Jack L. Messman sent to Mr. James L.
Pate a letter and UPR issued a press release each stating that
UPR will terminate the Offer on November 17, 1997 unless, prior
to such date, Pennzoil enters into good faith negotiations with
UPR and demonstrates to UPR that the value of Pennzoil as a whole
has not declined.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended to add the following:
(a)(41) Press release, dated November 11, 1997, relating to termination
of UPR's Offer.
(a)(42) Form of letter to certain investors and analysts, dated
November 11, 1997.
(g)(21) Form of letter, dated November 11, 1997, from Jack L. Messman
to James L. Pate.
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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: November 11, 1997
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EXHIBIT INDEX
Exhibit No. Description Page No.
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(a)(41) Press release, dated November 11, 1997, relating to termination
of UPR's Offer.
(a)(42) Form of letter to certain investors and analysts, dated November
11, 1997.
(g)(21) Form of letter, dated November 11, 1997, from Jack L. Messman
to James L. Pate.
News Release [UPR LOGO]
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UPR TO TERMINATE OFFER ON NOV. 17 UNLESS PENNZOIL NEGOTIATES
AND DEMONSTRATES PENNZOIL'S VALUE HAS NOT DECLINED
Company Cites Two Reasons:
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Recent Erosion in Value of Pennzoil International Oil and Gas Assets
Pennzoil's Entrenchment and Disregard for Its Shareholders
FOR IMMEDIATE RELEASE -- Fort Worth, TX, Nov. 11, 1997 -- Union Pacific
Resources Group Inc. (NYSE:UPR) today announced that it will terminate its $84
per share cash offer for Pennzoil on November 17, 1997, unless Pennzoil enters
into good faith negotiations with UPR on or prior to that date and demonstrates
that Pennzoil's value as a whole has not declined.
Jack L. Messman, Chairman and CEO of UPR said, "Because the value of Pennzoil's
international assets clearly apears to have eroded sharply and because the
Pennzoil Board has consistently acted contrary to its shareholders' interests,
it is not in the best interests of our shareholders to continue to pursue our
offer on an unsolicited basis for an interdeterminate period. Accordingly, we
will terminate our tender offer on November 17 ,1997 unless Pennzoil enters into
good faith negotiations on or prior to that date and demonstrates that the value
of Pennzoil as a whole has not declined."
Mr. Messman elaborated, saying, "There clearly appears to have been a
substantial erosion in the value of Pennzoil's international oil and gas assets.
Most prominently, the recent failure to find crude oil at what the company
touted as its "billion barrel' Karabakh prospect in the Caspian Sea is a serious
setback," Mr. Messman said, "Pennzoil's refusal to provide further information
on its recent international difficulties has led us to conclude that there has
been a reduction in Pennzoil's value below our offer of $84 per share."
"Further, Pennzoil's Board and management have consistently acted to entrench
themselves rather than to represent the best interests of Pennzoil shareholders.
Pennzoil has refused even to discuss a transaction with us. Instead, Pennzoil
has used every possible excuse and tactic to deny its shareholders any voice
whatsoever in deciding the future of their own company."
Mr. Messman stated, "Our focus continues to be on the best interests of UPR's
shareholders. Therefore, we must continue to give priority to those activities
that have the highest likelihood of delivering superior value to UPR's
shareholders.
"We have always maintained that a negotiated transaction is the most desirable
means for combining our two companies. I urge Pennzoil's Board to weigh
carefully the implications of once again refusing to sit down and discuss a
transaction that would immediately benefit all Pennzoil shareholders,"
Mr. Messman added.
Union Pacific Resources, the #1 domestic driller for the past 5 years, is one of
the nation's largest independent oil and gas exploration and production
companies.
[Note: a letter sent today from Mr. Messman to Pennzoil CEO Jim Pate is
attached.]
# # #
Media Contact: Investor Relations Contact:
Walter Montgomery Michael Liebschwager
212-484-6721 817-877-6531
[UPR LOGO] Union Pacific Resources
Jack L. Messman
Chairman & CEO
Dear Investor/Analyst:
Union Pacific Resources Group Inc. today made an important announcement
regarding our $84 per share all cash offer for Pennzoil. UPR will terminate our
tender offer on November 17, 1997 unless Pennzoil enters into good faith
negotiations on or prior to that date and demonstrates that the value of
Pennzoil as a whole has not declined.
We are taking this action for two reasons:
o The value of Pennzoil's international oil and gas assets clearly appears to
have eroded sharply; and
o Pennzoil's Board and management have consistently acted to entrench
themselves rather than to represent the best interests of Pennzoil's
shareholders.
Attached you will find a press release and letter to Pennzoil Chairman and CEO
Jim Pate further describing our action.
Sincerely,
/s/ Jack L. Messman
Jack L. Messman
[UPR LOGO]
Jack L. Messman
Chairman & CEO
November 11, 1997
Mr. James L. Pate
Chairman and Chief Executive Officer
Pennzoil Company
P.O. Box 2967
Houston, TX 77252-2967
Dear Jim,
UPR's offer to merge with Pennzoil has reached an important juncture. I am
writing to outline for you the reasons why this is so, and what UPR intends to
do as a consequence.
First, there clearly appears to have been a substantial erosion in the value of
Pennzoil's international oil and gas assets. Most prominently, the recent
failure to find crude oil at what you touted as your "billion barrel" Karabakh
prospect in the Caspian Sea is a serious setback. Yet you have refused to define
for your shareholders the implications of this failure.
On October 10, 1997, we requested definitive information on the results at
Karabakh so that Pennzoil's shareholders, the investment community and UPR could
assess their significance. But we have heard nothing from you. Your refusal to
provide further specific information on Karabakh and on your other recent
international difficulties has led us to the only logical conclusion: your
recent international failures have reduced Pennzoil's value below our offer of
$84 per share.
Second, Pennzoil's Board and management have consistently acted to entrench
themselves rather than to represent the best interests of Pennzoil shareholders.
For some nine months, you and Pennzoil's Board have resisted our proposal to
merge with Pennzoil in a transaction that would provide Pennzoil shareholders a
substantial premium to the historical trading price of their company's stock -
notwithstanding the fact that 61.5% of Pennzoil shares were tendered into our
previous offer. We have made every reasonable effort to engage you in a dialogue
that would lead to greater value for Pennzoil shareholders. But Pennzoil has
refused even to discuss such a transaction with us. Instead, you have used every
possible excuse and tactic to deny your shareholders any voice whatsoever in
deciding the future of their own company.
Because the value of Pennzoil's international assets clearly appears to have
eroded sharply, and because the Pennzoil Board has consistently acted contrary
to its shareholders' interests, it is not in the best interest of our
shareholders to continue to pursue our offer on an unsolicited basis for an
indeterminate period. Accordingly, we will terminate our tender offer on
November 17, 1997 unless you enter into good faith negotiations on or prior to
that date and demonstrate that the value of Pennzoil as a whole has not
declined.
We have always maintained that a negotiated transaction is the most desireable
means for combining our two companies. I urge you to weigh carefully the
implications of once again refusing to sit down and discuss a transaction that
would immediately benefit all of your shareholders. If you do not enter into
negotiations with us, you and your Board will deprive your shareholders of
immediate and real value.
Sincerely,
/s/ Jack L. Messman
Jack L. Messman
cc: Pennzoil Board of Directors
