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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
(AMENDMENT NO. 15)
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:
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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
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This Amendment No. 15 (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
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EXHIBIT
NO. DESCRIPTION
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53 Published Advertisement of the Company dated September 5, 1997.
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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 4, 1997 By: /s/ James L. Pate
James L. Pate
Chairman of the Board, President
and Chief Executive Officer
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
- ------- -----------
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53 Published Advertisement of the Company dated September 5, 1997.
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EXHIBIT 53
PENNZOIL IS ONE OF THE
MOST ACTIVE PLAYERS
IN THE GULF OF MEXICO
Pennzoil is one of the most active drillers in the Gulf of Mexico, the
most attractive area in the United States to explore for and produce crude oil
and natural gas. The Gulf of Mexico accounts for half of Pennzoil's domestic oil
and gas activity.
[graphic; caption: Pennzoil Leasehold Interests in Gulf of Mexico]
With over 150 blocks, Pennzoil has a wealth of operating experience in
the Gulf and retains a leasehold position which forms the basis for creating
tremendous shareholder value. Among Pennzoil's recent successes in this
high-potential area are:
o Garden Banks 161, where Pennzoil and Enterprise Oil have made a
significant crude oil discovery.
o West Cameron 580, with net daily production of over 100 million cubic
feet (MMcf) of natural gas and nearly 5,000 barrels of condensate
from only two wells.
o High Island 140, South Marsh Island 23 and Eugene Island 333 and 316,
where new wells have added, in combination, net daily production of
70 MMcf of natural gas.
Pennzoil is currently developing discoveries in other areas of the Gulf
and is continuing its active exploration program. Pennzoil has a proven track
record of adding reserves in the Gulf.
Pennzoil's Gulf of Mexico properties:
IT'S ALL ABOUT VALUE.
[Pennzoil Logo]
