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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 19)
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. 19 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:
(f) On August 27, 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, October 29, 1997. According to reports from the
Depositary, at the close of business on August 26, 1997, 21,518,204
Shares remained tendered pursuant to the Offer.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended to add the following:
(a)(19) Press release, dated August 27, 1997, relating to extension of the
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: August 27, 1997
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EXHIBIT INDEX
Exhibit No. Description Page No.
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(a)(19) Press release, dated August 27, 1997, relating to extension of
the tender offer.
Union Pacific Resources Group Inc.
News Release [UPR LOGO]
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UPR EXTENDS DEADLINE FOR TENDER OFFER EXPIRATION
Fort Worth, TX, August 27, 1997 -- Union Pacific Resources Group Inc. [NYSE:
UPR] today announced that the tender offer of UPR and its wholly owned
subsidiary, Resources Newco, Inc., for shares of Pennzoil Company has been
extended to midnight New York time October 29, 1997. The offer was previously
scheduled to expire on September 24, 1997.
Jack Messman, Chairman and Chief Executive Officer of UPR, said, "We are
continuing our intensive efforts to complete this transaction and will use the
additional time to pursue that goal. We remain firmly convinced that the
combination of UPR and Pennzoil is strategically compelling and will create
value beyond what Pennzoil can create on its own."
On June 23, 1997, UPR announced its proposal to acquire Pennzoil for a
combination of $84 per share in cash for 50.1% of Pennzoil's outstanding shares
and UPR stock for the remaining shares. A total of 61.5% of Pennzoil shares were
tendered into UPR's offer as of the initial expiration date of July 21, after
which the expiration was extended to September 24, 1997. At the close of
business, August 26, a total of 21,518,204 shares, or over 45% of outstanding
shares, still remained tendered, even though normal practice for many investors
is to withdraw their shares temporarily after the initial expiration in order to
give themselves trading flexibility prior to re-tendering at a later date.
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 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.
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Media Contact: Investor Relations Contact:
Walter Montgomery Michael Liebschwager
212-484-6721 817-877-6531
801 Cherry Street
Fort Worth, Texas 76102-6803
