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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
(AMENDMENT NO. 8)
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. 8 (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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<CAPTION>
EXHIBIT
NO. DESCRIPTION
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43 Letter dated August 1, 1997 from James L. Pate to Jack L.
Messman
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2
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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: August 4, 1997 By: /s/ James L. Pate
James L. Pate
Chairman of the Board, President
and Chief Executive Officer
3
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
- ------- -----------
<C> <S>
43 Letter dated August 1, 1997 from James L. Pate to Jack L.
Messman
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[PENNZOIL COMPANY LETTERHEAD]
August 1, 1997
Mr. Jack L. Messman
Chairman & CEO
Union Pacific Resources
801 Cherry Street
Fort Worth, TX 76102-6803
Dear Jack:
It is difficult for you to deny that your two-tiered, front-end loaded
unsolicited tender offer is structurally coercive. As such, it is clear that
you knew it was coercive when you commenced the offer, and I must assume that
you intended it to have a coercive effect with Pennzoil stockholders. To now
claim that a structurally coercive offer is not coercive is illogical,
insincere and misleading.
The real point, however, is that our Board of Directors has rejected
your proposal, including the tender offer, as inadequate and not in the best
interests of our shareholders. As we have repeatedly stated, we firmly believe
that the values and upside potential that can be achieved through execution of
our long-term strategic plan far exceed the value of the combination which you
propose. We fully intend to pursue our strategic plan and will take all
necessary steps to assure that our shareholders are the ones who receive the
benefits of that strategic plan.
We understand why you feel the need to consummate an acquisition, given
your overdependence on the Austin Chalk and the resulting UPR production
profile that will no doubt peak in the very near future and decline sharply
thereafter. However, we will not allow you to intercept the upside values
inherent in Pennzoil's strategic plan in order to address the issues that UPR
faces.
Sincerely,
/s/ JIM
JLP: mrm
