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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
(AMENDMENT NO. 16)
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. 16 (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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EXHIBIT
NO. DESCRIPTION
------- -----------
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54 Published Advertisement of the Company dated September 8, 1997.
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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: September 5, 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
- ------- -----------
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54 Published Advertisement of the Company dated September 8, 1997.
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PENNZOIL'S UNIQUE
DOWNSTREAM BUSINESS CREATES
THE HIGHEST UNIT
PROFITABILITY AMONG ITS PEERS.
[GRAPHIC: EXCEL PARALUBES]
Pennzoil's unique downstream business creates the highest unit
profitability among its peers. Our manufacturing facilities produce the key raw
materials for Pennzoil's consumer products and industrial specialities
businesses.
[GRAPHIC: SHREVEPORT REFINERY] [GRAPHIC: PENNZOIL MOTOR OIL]
The company has recently completed two important projects that will
create substantial shareholder value. They will dramatically reduce production
costs, increase margins and make Pennzoil the second largest lubricating base
oil producer in the United States, ultimately adding an expected $70 million of
annual after-tax cash flow:
o Excel Paralubes, a 50/50 partnership with Conoco, is a
state-of-the-art base oil facility designed to produce 18,000
barrels per day of high quality, low cost base oils.
o The Shreveport refinery upgrade improves Pennzoil's refining
efficiency by increasing throughput nearly 20% and converting
by-products to higher value transportation fuels.
[GRAPHIC: GUMOUT SPECIALTY PRODUCTS]
Pennzoil has a unique, highly profitable downstream business focused on
the low-cost production of base oils and specialty products. The new
manufacturing facilities are just now beginning to contribute to shareholder
value.
Pennzoil's downstream operations:
IT'S ALL ABOUT VALUE.
[PENNZOIL LOGO]
