-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OV5p5UA/BvjoHCFf9Flx1tj5/J3nf92Zre1H3+5rY4NUNqLcqhWdiY0Jwgbxa5td QDDHJDTAp5rjp97QaaMJkA== 0000950115-97-001056.txt : 19970711 0000950115-97-001056.hdr.sgml : 19970711 ACCESSION NUMBER: 0000950115-97-001056 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970710 SROS: NYSE SROS: PSE GROUP MEMBERS: RESOURCES NEWCO, INC. GROUP MEMBERS: UNION PACIFIC RESOURCES GROUP INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PENNZOIL CO /DE/ CENTRAL INDEX KEY: 0000077320 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 741597290 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-06319 FILM NUMBER: 97638985 BUSINESS ADDRESS: STREET 1: PENNZOIL PL STREET 2: P O BOX 2967 CITY: HOUSTON STATE: TX ZIP: 77252-2967 BUSINESS PHONE: 7135464000 MAIL ADDRESS: STREET 1: PENNZOIL PLACE STREET 2: P O BOX 2967 CITY: HOUSTON STATE: TX ZIP: 77252-2967 FORMER COMPANY: FORMER CONFORMED NAME: PENNZOIL UNITED INC DATE OF NAME CHANGE: 19680429 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UNION PACIFIC RESOURCES GROUP INC CENTRAL INDEX KEY: 0000949061 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 132647483 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: PO BOX 7 STREET 2: 801 CHERRY ST CITY: FORT WORTH STATE: TX ZIP: 76101 BUSINESS PHONE: 8178776000 MAIL ADDRESS: STREET 1: P O BOX 7 STREET 2: 801 CHERRY ST CITY: FORT WORTH STATE: TX ZIP: 76101 SC 14D1/A 1 ============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ SCHEDULE 14D-1 (Amendment No. 7) Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 ------------------------ Pennzoil Company (Name of Subject Company) ------------------------ Union Pacific Resources Group Inc. Resources Newco, Inc. (Bidders) ------------------------ 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) ------------------------ 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 ============================================================================== This Amendment No. 7 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 11. Material to be Filed as Exhibits. Item 11 is hereby amended to add the following: (a) (13) Letter to certain Pennzoil stockholders. 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. ------------------------------------------ Name: Joseph A. LaSala, Jr. Title: Vice President, General Counsel and Secretary RESOURCES NEWCO, INC. By: /s/ JOSEPH A. LASALA, JR. ------------------------------------------ Name: Joseph A. LaSala, Jr. Title: Vice President, General Counsel and Secretary Dated: July 10, 1997 EXHIBIT INDEX Exhibit No. Description Page No. - ---------- ----------- -------- (a) (13) Letter to certain Pennzoil stockholders. EX-99.(A)(13) 2 LETTER TO CERTAIN PENNZOIL STOCKHOLDERS [LETTERHEAD OF UNION PACIFIC RESOURCES GROUP INC.] JACK L. MESSMAN Chief Executive Officer and President July 10, 1997 Dear Pennzoil Shareholder: UPR IS OFFERING YOU A SUBSTANTIAL PREMIUM On June 23, 1997, Union Pacific Resources offered to acquire the shares of Pennzoil Company at a substantial premium to both recent and historical trading prices of Pennzoil's stock. UPR has proposed to pay $84 in cash per Pennzoil share for 50.1% of Pennzoil's stock in the tender offer. This would be followed by a merger in which the remaining Pennzoil shares would be exchanged for UPR stock designed to provide the same $84 per share value. $84 represents a 41% premium over Pennzoil's closing share price on the last trading day before UPR made its offer, a 56% premium over the closing price 30 days prior to the offer and a 56% premium over the average closing price for the previous 12 months. YOU MUST TAKE ACTION NOW We appreciate the enthusiastic support our proposal is receiving from Pennzoil shareholders. However, for you to realize the value of our proposal, you must clearly demonstrate to Pennzoil's Board of Directors your support by tendering your shares to UPR on or prior to July 21, 1997. DON'T LET PENNZOIL'S BOARD "JUST SAY NO" We firmly believe that Pennzoil cannot, on its own, provide shareholders present value equal to UPR's offer. Yet, Pennzoil has repeatedly refused even to discuss our proposal and is attempting to "just say no" to our proposal by relying on its numerous anti-takeover defenses. Pennzoil is refusing to talk with UPR, despite Pennzoil's repeated failure, throughout the 1990s, to deliver shareholder value. In the seven years between the day in 1990 that the present CEO of Pennzoil took office and the day before we announced our offer in June 1997, Pennzoil's stock price declined 27%. During the same period, the Dow Jones Industrial Average nearly tripled. TENDER YOUR SHARES -- TELL PENNZOIL YOU SUPPORT UPR'S OFFER For you to realize the attractive value of UPR's $84 per share proposal, the most important message you can send to Pennzoil's management and Board of Directors is that you want them to accept UPR's proposal. The most effective way to convey that message is to tender your Pennzoil shares to UPR on or prior to July 21, 1997, when UPR's tender offer expires. TO TENDER YOUR SHARES, DO THE FOLLOWING: o If your shares are held by a bank or broker, immediately contact your account executive at the firm that is holding your shares and instruct them to tender your shares. o If you hold the actual stock certificate, you should complete the enclosed letter of transmittal and, using the enclosed envelope, send it with your stock certificate to the Bank of New York, the depositary for the offer. If you desire assistance, call Morrow & Co., UPR's information agent, at 1-800-662-5200. o Beat the deadline -- to be counted, your tender must be received prior to midnight on July 21. Tendering your shares today can make the difference in persuading Pennzoil to accept UPR's proposal, which will deliver enhanced value for all Pennzoil shareholders. Sincerely, /s/ Jack L. Messman Jack L. Messman P.S. If you have any questions at all, we urge you to call Morrow & Co. at 1-800-662-5200, who can assist you with the process of tendering your shares. -----END PRIVACY-ENHANCED MESSAGE-----