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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 32)
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. 32 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 10. Additional Information
Item 10 is hereby amended as follows:
(f) On October 29, 1997, UPR announced that it and Purchaser
were extending the expiration date for the Offer to 12:00
midnight, New York City time, on Monday, November 24, 1997.
According to reports from the Depositary, at the close of
business on October 28, 1997, 15,631,890 Shares remained
tendered pursuant to the Offer.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended to add the following:
(a)(40) Press release, dated October 29, 1997, relating to extension
of the tender offer.
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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: October 29, 1997
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EXHIBIT INDEX
Exhibit No. Description Page No.
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(a)(40) Press release, dated October 29, 1997, relating to extension
of the tender offer.
News Release [UPR LOGO]
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UPR EXTENDS EXPIRATION OF TENDER OFFER
FOR PENNZOIL TO NOVEMBER 24
Fort Worth, TX, October 29, 1997 -- Union Pacific Resources Group Inc. [NYSE;
UPR] today announced that the $84 per share all cash tender offer of UPR and its
wholly owned subsidiary, Resources Newco, Inc., for shares of Pennzoil Company
has been extended to midnight New York time November 24, 1997. The offer was
previously scheduled to expire on November 5, 1997.
UPR said it was extending the offer for a number of reasons, including ongoing
assessments of litigation involving the disclosure of Pennzoil's strategic plan
and of drilling results from Pennzoil's Karabakh prospect in the Caspian Sea.
At the close of business, October 28, 1997, a total of 15,631,890 shares still
remained tendered. Normal practice is for many investors to withdraw their
shares temporarily after the initial expiration in order to give themselves
trading flexibility prior to re-tendering at a later date.
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Media Contact: Investor Relations Contact:
Walter Montgomery Michael Liebschwager
212-484-6721 817-877-6531
