==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
SCHEDULE 14D-1
(Amendment No. 16)
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
------------------------
Pennzoil Company
(Name of Subject Company)
------------------------
Union Pacific Resources Group Inc.
Resources Newco, Inc.
(Bidders)
------------------------
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)
------------------------
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
==============================================================================
<PAGE>
This Amendment No. 16 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 3. Past Contacts, Transactions or Negotiations with the Subject Company.
Item 3 is hereby amended to add the following:
On August 1, 1997, James L. Pate sent to Mr. Jack L. Messman a letter
in the form attached to this Schedule 14D-1 as Exhibit (g)(10), which is
incorporated by reference herein.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended to add the following:
(g) (10) Form of letter, dated August 1, 1997, from Mr. James L. Pate
to Mr. Jack L. Messman.
<PAGE>
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.
------------------------------------------
Name: Jospeh A. LaSala, Jr.
Title: Vice President, General Counsel
and Secretary
RESOURCES NEWCO, INC.
By: /s/ JOSEPH A. LASALA, JR.
------------------------------------------
Name: Jospeh A. LaSala, Jr.
Title: Vice President, General Counsel
and Secretary
Dated: August 4, 1997
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
- ---------- ----------- --------
<S> <C> <C>
(g) (10) Form of letter, dated August 1, 1997, from Mr. James L. Pate to
Mr. Jack L. Messman.
</TABLE>
[PENNZOIL LETTERHEAD]
James L. Pate
Chairman of the Board
Chief Executive Officer
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
