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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 12)
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. 12 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 up to
25,094,200 shares of Common Stock, par value $0.83 1/3 per share (the 'Shares'),
of Pennzoil Company, a Delaware corporation ('Pennzoil'), or such greater number
of Shares as equals 50.1% of the Shares outstanding on a fully-diluted basis, in
each case 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'), and the related Letter of Transmittal
(which, together with any amendments or supplements thereto, collectively
constitute the 'Offer'), which were filed as Exhibits (a)(1) and (a)(2) 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.
Item 10. Additional Information
Item 10 is hereby amended as follows:
(e)(3) On July 18, 1997 the United States District Court for the Northern
District of Texas, entered an order in Union Pacific Resources Group
Inc., et al., v. Pennzoil Company denying Pennzoil's amended motion
to dismiss the action and partially granting UPR's motion for
preliminary injunction against Pennzoil enjoining Pennzoil from,
among other things, prosecuting or seeking any relief in the matter
of Pennzoil Company v. Union Pacific Resources Group Inc. and
Resources Newco, Inc. in the United States District Court for the
District of Delaware.
(f) On July 22, 1997, UPR announced that it and Purchaser were extending
the expiration date for the Offer to 12:00 midnight, New York City
time, on Wednesday, September 24, 1997. According to reports from the
Depositary, as of midnight on July 21, 1997, the date on which the
Offer had been scheduled to expire, 28,894,618 Shares, or
approximately 61.5% of the Shares issued and outstanding as of April
30, 1997, had been tendered pursuant to the Offer. According to the
Pennzoil 10-Q (for the quarter ended March 31, 1997), as of April 30,
1997 there were 46,951,151 Shares issued and outstanding.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended to add the following:
(a)(16) Press release, dated July 22, 1997, relating to response to
and extension of 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: July 22, 1997
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EXHIBIT INDEX
Exhibit No. Description Page No.
- ---------- ----------- --------
(a)(16) Press release, dated July 22, 1997, relating to response
to and extension of tender offer.
Union Pacific Resources Group Inc.
News Release UPR
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UPR ANNOUNCES THAT 61.5% OF PENNZOIL SHARES
HAVE BEEN TENDERED INTO UPR'S OFFER
UPR Says "Shareholders Representing An Overwhelming Majority of Pennzoil
Shares Have Sent a Clear Message of Support for Combining The Two Companies"
UPR Urges Pennzoil's Board to "Listen to Pennzoil
Shareholders and Do the Right Thing"
Fort Worth, TX -- July 22, 1997 -- Union Pacific Resources Group Inc.
(NYSE: UPR) today announced that its depositary has reported that as of July 21
at midnight, New York City time, 28,894,618 Pennzoil Company shares had been
tendered into UPR's $84 per share cash offer. The shares tendered represent
61.5% of the 46,951,151 Pennzoil common shares outstanding as of April 30, 1997.
"Shareholders representing an overwhelming majority of Pennzoil shares have
sent a clear message of support for combining the two companies. The Pennzoil
Board cannot ignore that message," UPR CEO Jack Messman said. "We thank Pennzoil
shareholders for their very strong response to our tender offer -- despite the
all-out campaign waged by Pennzoil to discourage shareholders from tendering.
"Now that their shareholders have spoken, the spotlight turns to Pennzoil's
Board of Directors. Pennzoil's Board should now meet to respond to the
powerful message the owners of the company have sent. We urge Pennzoil's Board
to listen to its shareholders and do the right thing by directing management
to negotiate a combination with UPR.
"Shareholders have embraced our offer, notwithstanding Pennzoil's attempts to
disenfranchise shareholders and prevent them from realizing the value of our
proposal by using its 'poison pill' and other anti-takeover devices. These
tactics have been used to entrench management and to delay a transaction that
will benefit shareholders and employees alike. There is now no justification
for further delay."
UPR also announced that the tender offer of UPR and its wholly owned subsidiary,
Resources Newco, Inc. has been extended to midnight, New York City time on
September 24, 1997. The offer was scheduled to expire at midnight on
July 21, 1997.
--more--
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UPR's cash tender offer for 50.1% of Pennzoil common stock is the first part of
a proposed two-step transaction to acquire Pennzoil. As previously announced,
in the second step of the transaction, UPR will exchange UPR common stock for
the remaining 49.9% of Pennzoil stock.
This press release is not an offer to purchase shares of Pennzoil, nor is it
an offer to sell any UPR common stock which may be issued in a merger involving
Pennzoil and a subsidiary of UPR. The cash tender offer by a subsidiary of UPR
to acquire 50.1% of Pennzoil's common shares will be made solely by the Offer
to Purchase and the related Letter of Transmittal. Any issuance of UPR common
stock in any merger involving Pennzoil and a subsidiary of UPR common stock in
any merger involving Pennzoil and a subsidiary of UPR would have to be
registered under the Securities Act of 1933, as amended, and such UPR common
stock would be offered only by means of a prospectus complying with such Act.
# # #
Media Contact: Investor Relations Contact:
Walter Montgomery Michael Liebschwager
212-484-6721 817-877-6531
