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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
(AMENDMENT NO. 1)
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. 1 (this "Amendment") amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 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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30 Published message dated July 2, 1997 including letter to
stockholders of the Company dated July 1, 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: July 2, 1997 By: /s/ James L. Pate
--------------------------------
James L. Pate
Chairman of the Board, President
and Chief Executive Officer
26
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
30 Published message dated July 2, 1997 including letter
to stockholders of the Company dated July 1, 1997.
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EXHIBIT 30
[PENNZOIL LOGO] A MESSAGE FROM [PENNZOIL LOGO]
PENNZOIL COMPANY
TO OUR SHAREHOLDERS
Dear Shareholder:
On June 23, 1997, Union Pacific Resources Group Inc. (UPR) announced a
two-tiered, partial tender offer (the "Offer") for just over half of Pennzoil's
shares at a price of $84 per share in cash on the front-end. UPR has also
announced that it seeks to negotiate a merger in which remaining Pennzoil
shares would be converted into UPR common stock (the merger, together with the
Offer, the "UPR Proposal").
The purported value for UPR common stock to be issued on the back-end in
the second-step "squeeze out" merger for almost half of Pennzoil's shares is
subject to significant uncertainties, including those resulting from a price
collar under which the purported $84 per share value would be reduced if the
market value of UPR stock is less than $25 per share. Please consult your
broker for a current quotation on the price of UPR stock.
YOUR BOARD OF DIRECTORS HAS DETERMINED THAT THE UPR PROPOSAL, INCLUDING
THE OFFER, IS INADEQUATE AND NOT IN THE BEST INTERESTS OF PENNZOIL AND ITS
SHAREHOLDERS. ACCORDINGLY, THE BOARD OF DIRECTORS RECOMMENDS THAT YOU REJECT
THE UPR PROPOSAL AND NOT TENDER YOUR SHARES TO UPR PURSUANT TO THE OFFER.
In its recommendation to Pennzoil shareholders, the Board cited, among
other things:
o The Board's belief that the UPR Proposal does not reflect the
inherent value of Pennzoil.
o The Board's belief that continued pursuit of Pennzoil's
strategic plan will produce greater value for Pennzoil shareholders than the
UPR Proposal.
o The coercive nature of UPR's two-tiered, front-end loaded offer,
which is designed to compel Pennzoil shareholders to tender into the Offer to
avoid receiving UPR stock in the proposed second-step "squeeze out" merger.
o The "value" of the UPR Proposal is substantially less than $84
per share because of uncertainty of the value of UPR stock to be forced onto
the Pennzoil shareholders in the second-step "squeeze out" merger.
Your Board also gave careful consideration to the multitude of other
factors described in the Schedule 14D-9. Your Board also reviewed the opinions
of Lehman Brothers Inc., J.P. Morgan Securities Inc. and Evercore Group Inc.,
Pennzoil's financial advisors, that the consideration to be received by
Pennzoil's shareholders pursuant to the UPR Proposal, including the Offer, is
inadequate from a financial point of view. We urge you to read carefully the
Schedule 14D-9 in its entirety so that you will be fully informed of the
Board's recommendation.
Your Board strongly believes that this is not the time to be
considering a transaction such as that proposed by UPR. Pennzoil has undergone
a major restructuring in the last few years and is only now beginning to
realize for its shareholders the tremendous values that it will unlock. The
Board believes that the best interests of Pennzoil and its shareholders will be
served by independently pursuing Pennzoil's strategic business plan rather than
a sale of the Company.
In short, Pennzoil's Board is strongly committed to staying on the
course Pennzoil has set for itself. We believe the UPR Proposal is an attempt
to intercept the tremendous inherent and upside value of Pennzoil stock for an
inadequate price. We urge you not to tender your shares to UPR.
July 1, 1997 On behalf of the Board of Directors,
James L. Pate
Chairman, President and
Chief Executive Officer
[PENNZOIL LOGO]
REJECT UPR'S ATTEMPT TO INTERCEPT YOUR FUTURE VALUE
SAY NO TO UPR's OFFER
