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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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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
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(Name of Registrant as Specified In Its Charter)
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[PENNZOIL LOGO] Public Relations Department Pennzoil Company
P.O. Box 2967 N E W S
Houston, Texas 77252-8200
PENNZOIL AND SHAREHOLDER WYSER-PRATTE
SETTLE PROXY FIGHT AND LITIGATION
HOUSTON (April 3, 1998) -- Pennzoil Company (NYSE-PZL) and Guy P.
Wyser-Pratte, a Pennzoil shareholder seeking election to Pennzoil's Board at
its annual shareholders meeting on May 7, 1998, have negotiated a settlement,
ending the proxy contest and terminating all litigation between them.
The settlement specifies a process for Pennzoil's Board to select one
new independent director to be added to the Board not later than September
30, 1998. The new director will be chosen from a list of candidates which
will be compiled and screened by a national search firm with input from
Pennzoil's institutional shareholders, including Mr. Wyser-Pratte. The
candidates will have a background in the academic, financial, or investment
communities and will be independent, meaning that they have no present or
former employment by Pennzoil or any significant financial or personal ties
to Pennzoil or its management.
In addition, pursuant to the settlement, Pennzoil will modify its
existing shareholder rights plan to incorporate a "chewable" feature into the
pill. The modifications will afford an exemption for a fully-financed
all-cash tender offer for all outstanding shares of Pennzoil common stock
which provides a premium to shareholders of at least 35 percent over market
price during a 20-day trading pricing period and meets certain other
requirements. Pennzoil will file copies of its amendment to its shareholder
rights plan implementing this change with the Securities and Exchange
Commission within two weeks.
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Mr. Wyser-Pratte praised Pennzoil for adopting changes to its
shareholder rights plan that are consistent with proposals he has made and
place Pennzoil at the forefront of good corporate governance. He noted that
Pennzoil had also recently adopted a bylaw giving shareholders the right to
call a special meeting, which he applauded. "Together, these provisions
demonstrate an admirable commitment to being responsive to shareholders," Mr.
Wyser-Pratte said.
Finally, under the settlement, Mr. Wyser-Pratte is withdrawing his
nomination for election to Pennzoil's Board as well as the Bylaw amendments
and other proposals which he was scheduled to submit at the annual
shareholders meeting.
CONTACT: CONTACT:
Bob Harper Eric Longmire
Pennzoil Company Senior Managing Director
(713) 546-8536 Wyser-Pratte & Co., Inc.
(212) 495-5357
