-----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, JIKl22G2kgp5O8Wqm4nDKivrQqCEkfJEaNePw/FGxPxCL8psyhpwU0WZNUg8lDNE kjfCdzjMPlkEyL+HaQ0DZw== 0000950115-97-001065.txt : 19970716 0000950115-97-001065.hdr.sgml : 19970716 ACCESSION NUMBER: 0000950115-97-001065 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970715 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: 97640419 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. 9) 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. 9 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)(14) Published Message to Pennzoil Shareholders, dated July 15, 1997. 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 15, 1997 EXHIBIT INDEX Exhibit No. Description Page No. - ---------- ----------- -------- (a)(14) Published Message to Pennzoil Shareholders, dated July 15, 1997. EX-99.(A)(14) 2 PUBLISHED MESSAGE TO PENNZOIL SHAREHOLDERS [UPR LOGO] A MESSAGE TO PENNZOIL SHAREHOLDERS: COMPARE UPR'S $84 PER SHARE TENDER OFFER WITH PENNZOIL'S BROKEN PROMISES. PENNZOIL HAS HAD SEVEN YEARS TO DELIVER ON ITS PROMISES OF BETTER PERFORMANCE. TIME'S UP! [Chart showing graphic representation of the percentage change, from March 14, 1990 to June 20, 1997**, of the Dow Jones Industrial Average* (+190%) and the stock price of Pennzoil (-27%)] Since taking office in March 1990, Pennzoil's CEO has repeatedly promised that better performance was just around the corner. Seven years later, the track record is both unmistakable and indefensible. The best way for you to send a message to Pennzoil that you support UPR's $84 per share tender offer is to tender your shares on or prior to July 21, 1997. YOU CAN MAKE THE DIFFERENCE. SEND A MESSAGE BY TENDERING YOUR SHARES TODAY. If you need assistance in tendering your shares to UPR, please call our information agent, Morrow & Co., Inc. at 1-800-662-5200. *The Dow Jones Industrial Average is a registered trademark of Dow Jones, Inc. **June 20, 1997 was the final trading day prior to the announcement of UPR's tender offer. This advertisement 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 1993, as amended, and such UPR common stock would be offered only by means of a prospectus complying with such Act. -----END PRIVACY-ENHANCED MESSAGE-----