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Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
PENNZOIL COMPANY
.................................................................
(Name of Registrant as Specified In Its Charter)
GUY P. WYSER-PRATTE
.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction
applies:
............................................................
(2) Aggregate number of securities to which transaction
applies:
.......................................................
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):
.......................................................
(4) Proposed maximum aggregate value of transaction:
.......................................................
(5) Total fee paid:
.......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
.......................................................
(2) Form, Schedule or Registration Statement No.:
.......................................................
(3) Filing Party:
.......................................................
(4) Date Filed:
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CONTACT:
Eric Longmire
Senior Managing Director
Wyser-Pratte & Co., Inc.
(212) 495-5357
FOR IMMEDIATE RELEASE
WYSER-PRATTE SUES PENNZOIL OVER ILLEGAL BYLAW
AMENDMENTS AND PENNZOIL PROXY VIOLATIONS AND
REMINDS THIS BOARD OF THE 'GAPING GAP'
New York, New York, March 24, 1998 -- Guy P. Wyser-Pratte, a Pennzoil Corp.
(NYSE:PZL) shareholder, who beneficially owns 454,200 shares announced today
that he filed a lawsuit yesterday in the United States District Court for the
Northern District of Texas, Forth Worth Division, asking the court to invalidate
a bylaw amendment by the Pennzoil's board which effectively increased the vote
required for shareholders to elect Mr. Wyser-Pratte to the Board from 25% to
33%. The suit also seeks to compel Pennzoil to release its 'Strategic Plan.'
On March 12, 1998, the Board illegally amended Pennzoil's bylaws which
reduced the size of Pennzoil's staggered Board and, in direct violation of
Pennzoil's certificate of incorporation, created lopsided classes by eliminating
one of the three directorships due to come up for election at this year's Annual
Meeting. As a result, only two directors will be elected this year. Under
Pennzoil's cumulative voting system, the effect of shrinking the class of 1998
directors from three to two is to increase the stockholder votes needed to elect
Mr. Wyser-Pratte (or another new director) at the 1998 Annual Meeting from 25%
(plus one vote) to 33% (plus one vote).
Wyser-Pratte's Complaint also seeks to enjoin the dissemination of
Pennzoil's preliminary proxy materials, filed March 12, 1998. The Complaint
alleges that Pennzoil's proxy materials, fail to disclose the information
critical to shareholders' decision making, including the effects of the illegal
bylaw amendment and any details about the Board's so-called 'Strategic Plan.'
'As Pennzoil's shareholders will painfully remember the Board blocked UPR's
$84 per share, all-cash offer based on nothing else but a secret 'Strategic
Plan,' said Mr. Wyser-Pratte.' 'And now, when shareholders are poised to pass
judgement on the Board's performance, the Board is increasing the votes needed
to elect a director whose objective will be to maximize shareholder value for
all Pennzoil shareholders, and is still keeping the 'Strategic Plan' a closely
held secret.'
Mr. Wyser-Pratte wishes to remind these directors that there is still a
'gaping gap' -- which is of their making-separating UPR's $84 per share offer
and Pennzoil's stock price of $67 1/16 at yesterday's close. 'In effect, these
directors have lost 20% of Pennzoil's market value as a result of their
obstruction of the UPR offer and their continued implementation of the secret
'Strategic Plan.' Mr. Wyser-Pratte concluded.
Mr. Wyser-Pratte also seeks judgement declaring that preliminary proxy
materials filed by Mr. Wyser-Pratte, as amended, comply fully with applicable
securities laws and regulations. Mr. Wyser-Pratte's preliminary proxy materials
were cleared for public dissemination by the Securities and Exchange Commission
in January, 1998.
Participant information: Mr. Guy Weiser-Pratte owns beneficially 454,200
shares of Pennzoil common stock. Mr. Eric Longmire of Wyser-Pratte & Co., Inc.
is also a participant.
