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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 31)
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. 31 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 11. Material to be Filed as Exhibits.
Item 11 is hereby amended to add the following:
(a)(39) Press release, dated October 10, 1997, relating to Pennzoil's
rejection of UPR's revised 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 15, 1997
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EXHIBIT INDEX
Exhibit No. Description Page No.
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(a)(39) Press release, dated October 10, 1997, relating to Pennzoil's
rejection of UPR's revised Offer.
News Release [UPR LOGO]
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PENNZOIL RESPONSE AN APPALLING AND ARROGANT REJECTION
OF ITS SHAREHOLDERS' INTERESTS
Pennzoil's Rejection of UPR's $84 Per Share Offer Comes Despite Pennzoil's
Failure to Find Crude Oil at High-Profile Karabakh Well
Pennzoil Shareholders Urged to Send Board Message By Tendering Shares
Fort Worth, TX - October 14, 1997 - Union Pacific Resources Group Inc.
(NYSE:UPR) issued the following statement in response to Pennzoil Company's
rejection of UPR's $84 per share all cash offer to acquire Pennzoil:
"Pennzoil's response to our offer is an appalling and arrogant rejection of its
shareholders' interests. This is especially the case given the seven years of
Pennzoil's poor performance and languishing stock price, and now the devastating
results of its highly touted Karabakh prospect.
"Pennzoil has repeatedly failed to demonstrate how it can exceed the value of
our offer. Indeed, Pennzoil continues to refuse even to show its shareholders
the strategic plan that Pennzoil has made the cornerstone of its 'just say no'
defense. Pennzoil is obviously afraid to let its shareholders choose between
UPR's $84 per share offer and Pennzoil's secret strategic plan.
"As recently as in a September 4, 1997, as part of a nationwide advertising
campaign, Pennzoil was boasting of the more than one billion barrel potential of
its Karabakh prospect in the Caspian Sea. Yet just last week Pennzoil announced
a dismal failure in that it was unable to find crude oil at Karabakh -- another
in a string of sharp disappointments.
"The results at Karabakh have widened still further the gap between Pennzoil's
promises and Pennzoil's performance. It stretches credibility beyond the
breaking point for the Pennzoil Board to continue claiming that Pennzoil can
match the value of UPR's offer.
"In July, Pennzoil shareholders clearly demonstrated to the Board their
overwhelming preference for UPR's offer by tendering 61.5% of Pennzoil shares
into UPR's original tender offer. Further, UPR's revised, all cash offer
eliminated the objections raised by Pennzoil about the structure of UPR's first
proposal. We can only conclude that by rejecting UPR's revised, all cash offer
Pennzoil has chosen to entrench management rather than serve its shareholders.
"We urge Pennzoil shareholders to tender their shares into UPR's offer and
thereby send the Board a message that it should put shareholder interests
first."
Separately, in response to litigation filed today by Pennzoil, UPR commented,
"Pennzoil's latest legal maneuver is without merit. Pennzoil continues to try to
create smokescreens to obscure from Pennzoil shareholders the real issue: how
its strategic plan can ever exceed the value of our $84 per share offer."
UPR is offering to acquire all outstanding shares of Pennzoil for $84 per share
in a cash tender offer that is scheduled to expire at midnight New York time on
November 5, 1997.
UPR is the largest domestic independent oil and gas exploration and production
company. Headquartered in Forth Worth, Texas, UPR has been the #1 domestic
driller for the past five years.
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Media Contact: Investor Relations Contact:
Walter Montgomery Michael Liebschwager
212-484-6721 817-877-6531
