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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
(AMENDMENT NO. 12)
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. 12 (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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49 Published Advertisement of the Company dated September 3, 1997.
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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 2, 1997 By: /s/ James L. Pate
James L. Pate
Chairman of the Board, President
and Chief Executive Officer
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
- ------- -----------
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49 Published Advertisement of the Company dated September 3, 1997.
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EXHIBIT 49
[ON PENNZOIL LETTERHEAD]
September 3, 1997
To Our Shareholders From Pennzoil's Board of Directors
In July, we rejected an unsolicited offer from Union Pacific Resources Group
(UPR) to acquire Pennzoil Company. The reasons for our decision were set forth
in the 14D-9 document subsequently mailed to you. Today, we want to reemphasize
our conviction that the long-term values being created in Pennzoil Company far
exceed the value of this offer. When all is said and done, our decision was all
about value. AND PENNZOIL IS ALL ABOUT VALUE.
Before rejecting the UPR offer, we analyzed it carefully and compared it to the
range of potential values that we expect to achieve under Pennzoil's strategic
plan. From this perspective, our decision was easy. We believe that our
strategic plan can deliver better long-term value to our shareholders and has
far more upside potential than the UPR offer.
Some are quick to call rejections of unsolicited offers "anti-shareholder." In
many cases, that may be true. However, our decision was distinctly
pro-shareholder. As members of the Board of Directors, we are the stewards of
Pennzoil's valuable resources. We know them well and know where the Company is
headed. We are committed to delivering to you the value inherent in Pennzoil
Company.
Shareholders rightfully demand performance that translates into shareholder
value. So do we -- both as directors and shareholders ourselves. Our strategic
plan has been delivering that value since it was implemented in 1995. We also
have the responsibility to ensure that the values being created are realized by
our shareholders, and not prematurely captured at an inadequate price by an
opportunist looking to solve its own future valuation problems.
/s/ James L. Pate /s/ Ernest H. Cockrell /s/ Brent Scowcroft
/s/ Howard H. Baker, Jr. /s/ Harry H. Cullen /s/ Gerald Smith
/s/ W. J. Bovaird /s/ Alfonso Fanjul /s/ Cyril Wagner, Jr.
/s/ W.L. Lyons Brown, Jr. /s/ Berdon Lawrence
