-----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, OJhjkp3iRf160y6J3RG60xCVxFYlk7fU9VH5ogOTfExpwCYE6sHTHgYT7loOU3gv F8Amm3TkdUYuA0mopRiBNg== 0000950115-97-001544.txt : 19971008 0000950115-97-001544.hdr.sgml : 19971008 ACCESSION NUMBER: 0000950115-97-001544 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 11 FILED AS OF DATE: 19971007 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: SEC FILE NUMBER: 005-06319 FILM NUMBER: 97691560 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 MS 2702 STREET 2: 801 CHERRY ST CITY: FORT WORTH STATE: TX ZIP: 76102-6203 BUSINESS PHONE: 8178776000 MAIL ADDRESS: STREET 1: P O BOX 7 MS 2702 STREET 2: 801 CHERRY ST CITY: FORT WORTH STATE: TX ZIP: 76102-6203 SC 14D1/A 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 14D-1 (Amendment No. 27) 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 ------------------------ CALCULATION OF FILING FEE TRANSACTION VALUATION* AMOUNT OF FILING FEE** ---------------------- ---------------------- $4,234,852,692 $846,971 * For purposes of calculating the filing fee only. This calculation assumes the purchase of 50,414,913 shares of Common Stock, par value $0.83 1/3 per share, of Pennzoil Company for $84.00 net per share in cash. ** 1/50 of 1% of Transaction Valuation. /X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. AMOUNT PREVIOUSLY PAID: $421,600 FILING PARTY: Same FORM OR REGISTRATION NO.: 14D-1 DATE FILED: June 23, 1997 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Amendment No. 27 amends and supplements the Tender Offer Statement on Schedule 14D-1 filed on June 23, 1997, as amended (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 all outstanding shares of Common Stock, par value $0.83 1/3 per share (the 'Shares'), of Pennzoil Company, a Delaware corporation ('Pennzoil'), 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'), as amended and supplemented by the Supplement thereto, dated October 7, 1997 (the 'Supplement'), and the related revised Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the 'Offer'), which have been annexed to and filed with the Schedule 14D-1 as Exhibits (a)(1), (a)(26) and (a)(27), respectively. Unless otherwise defined herewith, all capitalized terms used herein shall have the respective meanings given such terms in the Offer to Purchase. ITEM 1. SECURITY AND SUBJECT COMPANY. The information set forth in Items 1(b) and 1(c) of the Schedule 14D-1 is hereby amended and supplemented by the following: (b) The information set forth in the Introduction and Section 1 ('Amended Terms of the Offer') of the Supplement is incorporated herein by reference. (c) The information set forth in Section 5 ('Price Range of the Shares; Dividends on the Shares') of the Supplement is incorporated herein by reference. ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY. The information set forth in Item 3(b) of the Schedule 14D-1 is hereby amended and supplemented as follows: (b) The information set forth in the Introduction, Section 8 ('Background of the Offer Since June 23, 1997; Contacts with Pennzoil') and Section 9 ('Purpose of the Offer; Plans for Pennzoil') of the Supplement is incorporated herein by reference. ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The information set forth in Items 4(a)-(c) of the Schedule 14D-1 is hereby amended and supplemented as follows: (a)-(c) The information set forth in Section 7 ('Source and Amount of Funds') of the Supplement is incorporated herein by reference. ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER. The information set forth in Items 5(a)-(g) of the Schedule 14D-1 is hereby amended and supplemented as follows: (a)-(g) The information set forth in the Introduction and Sections 8 ('Background of the Offer; Contacts with Pennzoil') and 9 ('Purpose of the Offer Since June 23, 1997; Plans for Pennzoil') of the Supplement is incorporated herein by reference. ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SUBJECT COMPANY'S SECURITIES. The information set forth in Item 7 of the Schedule 14D-1 is hereby amended and supplemented as follows: The information set forth in the Introduction, Section 8 ('Background of the Offer Since June 23, 1997; Contacts with Pennzoil'), Section 9 ('Purpose of the Offer; Plans for Pennzoil') and Section 11. ('Certain Legal Matters') of the Supplement is incorporated herein by reference. ITEM 10. ADDITIONAL INFORMATION. The information set forth in Items 10(b)-(c), (e) and (f) of the Schedule 14D-1 is hereby amended and supplemented by the following: (b)-(c), (e) The information set forth in the Introduction, Section 9 ('Purpose of the Offer; Plans for Pennzoil') and Section 11 ('Certain Legal Matters') of the Supplement is incorporated herein by reference. (f) The information set forth in the Supplement and the revised Letter of Transmittal, to the extent not otherwise incorporated herein by reference, copies of which are attached hereto as Exhibits (a)(26) and (a)(27), is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a) (1) Offer to Purchase, dated June 23, 1997.* (2) Letter of Transmittal with respect to the Shares and Rights, together with the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (3) Notice of Guaranteed Delivery.* (4) Letter, dated June 23, 1997, from Smith Barney Inc. to brokers, dealers, banks, trust companies and other nominees.* (5) Form of letters to be sent by brokers, dealers, banks, trust companies and other nominees.* (6) Press release, dated June 23, 1997 relating to the commencement of the Offer.* (7) Form of summary advertisement, dated June 23, 1997.* (8) Press release, dated June 23, 1997 relating to certain litigation.* (9) Press release, dated June 25, 1997 relating to Pennzoil complaint.* (10) Published message to Pennzoil Chief Executive Officer and Board of Directors, dated June 30, 1997.* (11) Press release, dated July 1, 1997, relating to Pennzoil Board recommendation.* (12) Form of letter to certain Pennzoil stockholders.* (13) Letter to certain Pennzoil stockholders.* (14) Published message to Pennzoil Shareholders, dated July 15, 1997.* (15) Message to Participants in Pennzoil 401(k) Plans on UPR Web Site.* (16) Press release, dated July 22, 1997, relating to response to and extension of tender offer.* (17) Press release, dated July 22, 1997, relating to response of Pennzoil Company to results of UPR tender offer.* (18) Published message to Pennzoil Shareholders, published July 24,1997.* (19) Press release, dated August 27, 1997, relating to extension of the tender offer.* (20) Press release, dated September 8, 1997, relating to Pennzoil strategic plan.* (21) Published message to Pennzoil, published September 9, 1997.* (22) Press release, dated September 9, 1997, relating to Pennzoil's strategic plan disclosures.* (23) Press release, dated September 10, 1997, relating to denial of Pennzoil motion for preliminary injunction.* (24) Press release, dated September 15, 1997, relating to the filing of a motion to compel Pennzoil to publicly disclose its strategic plan.* (25) Press release, dated September 17, 1997, relating to UPR record of performance.* (26) Supplement to the Offer to Purchase, dated October 7, 1997. (27) Revised Letter of Transmittal together with Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (28) Form of cover letter for revised tender offer documents. (29) Revised Notice of Guaranteed Delivery (30) Revised letter, dated October 7, 1997, from Smith Barney Inc. to brokers, dealers, banks, trust companies and other nominees. (31) Revised form of letter to be sent by brokers, dealers, banks, trust companies and other nominees. (32) Press release, dated October 6, 1997 issued by UPR announcing the amended terms of the Offer. (33) Form of summary advertisement, dated October 7, 1997. (34) Form of letter to certain Pennzoil stockholders, dated October 6, 1997. (35) Form of letter to certain UPR stockholders and analysts, dated October 6, 1997. (b) None. (c) None. (d) Opinion of Morgan, Lewis & Bockius LLP.* (e) Not applicable. (f) None. (g) (1) Complaint, filed by UPR and Purchaser against Pennzoil et al. (dated June 23, 1997, Court of Chancery of the State of Delaware in and for New Castle County).* (2) Original Complaint, filed by UPR and Purchaser against Pennzoil (dated June 23, 1997, United States District Court for the Northern District of Texas, Fort Worth Division).* (3) Verified Complaint for Declaratory and Injunctive Relief, filed by UPR and Purchaser against Pennzoil, Richard Ieyoub, Attorney General of the State of Louisiana, and Larry L. Murray, Commissioner of Financial Institutions (dated June 23, 1997, United States District Court for the Middle District of Louisiana).* (4) First Amended Complaint, filed by UPR and Purchaser against Pennzoil (dated June 25, 1997, United States District Court for the Northern District of Texas, Fort Worth Division).* (5)(a) Complaint, filed by Pennzoil against UPR and Purchaser (dated June 25, 1997, United States District Court for the District of Delaware).* (5)(b) Answer of UPR and Purchaser to Complaint filed by Pennzoil (dated July 2, 1997, United States District Court for the District of Delaware).* (6) Form of letter, dated June 27, 1997, to each member of the Board of Directors of Pennzoil.* (7) Second Amended Complaint, filed by UPR and Purchaser against Pennzoil (dated July 11, 1997, United States District Court for the Northern District of Texas, Fort Worth Division).* (8) Order Denying Amended Motion to Dismiss and Partially Granting Motion for Preliminary Injunction (dated July 18, 1997, United States District Court for the Northern District of Texas, Fort Worth Division).* (9) Form of letter, dated August 1, 1997, to James L. Pate.* (10) Form of letter, dated August 1, 1997, from Mr. James L. Pate to Mr. Jack L. Messman.* (11) Form of letter, dated August 13, 1997, to each member of the Board of Directors of Pennzoil.* (12) Form of letter, dated August 14, 1997, from Mr. James L. Pate to Mr. Jack L. Messman.* (13) Form of letter, dated September 8, 1997, from Mr. Jack L. Messman to Mr. James L. Pate.* (14) Form of letter, dated September 9, 1997, from Mr. James L. Pate to Mr. Jack L. Messman.* (15) Form of letter to certain analysts and UPR shareholders.* (16) Form of letter, dated September 18, 1997, from Mr. James L. Pate to Mr. Jack L. Messman.* (17) Form of letter, dated September 18, 1997, from Mr. Jack L. Messman to Mr. James L. Pate.* (18) Form of letter, dated September 18, 1997, from Mr. James L. Pate to certain members of the UPR Board.*
- --------------- * Previously Filed. 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: October 7, 1997 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE - ----------- ------------------------------------------------------------- ---- (a) (1) Offer to Purchase, dated June 23, 1997.* (2) Letter of Transmittal with respect to the Shares and Rights, together with the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (3) Notice of Guaranteed Delivery.* (4) Letter, dated June 23, 1997, from Smith Barney Inc. to brokers, dealers, banks, trust companies and other nominees.* (5) Form of letters to be sent by brokers, dealers, banks, trust companies and other nominees.* (6) Press release, dated June 23, 1997 relating to the commencement of the Offer.* (7) Form of summary advertisement, dated June 23, 1997.* (8) Press release, dated June 23, 1997 relating to certain litigation.* (9) Press release, dated June 25, 1997 relating to Pennzoil complaint.* (10) Published message to Pennzoil Chief Executive Officer and Board of Directors, dated June 30, 1997.* (11) Press release, dated July 1, 1997, relating to Pennzoil Board recommendation.* (12) Form of letter to certain Pennzoil stockholders.* (13) Letter to certain Pennzoil stockholders.* (14) Published message to Pennzoil Shareholders, dated July 15, 1997.* (15) Message to Participants in Pennzoil 401(k) Plans on UPR Web Site.* (16) Press release, dated July 22, 1997, relating to response to and extension of tender offer.* (17) Press release, dated July 22, 1997, relating to response of Pennzoil Company to results of UPR tender offer.* (18) Published message to Pennzoil Shareholders, published July 24,1997.* (19) Press release, dated August 27, 1997, relating to extension of the tender offer.* (20) Press release, dated September 8, 1997, relating to Pennzoil strategic plan.* (21) Published message to Pennzoil, published September 9, 1997.* (22) Press release, dated September 9, 1997, relating to Pennzoil's strategic plan disclosures.* (23) Press release, dated September 10, 1997, relating to denial of Pennzoil motion for preliminary injunction.* (24) Press release, dated September 15, 1997, relating to the filing of a motion to compel Pennzoil to publicly disclose its strategic plan.* (25) Press release, dated September 17, 1997, relating to UPR record of performance.* (26) Supplement to the Offer to Purchase, dated October 7, 1997. (27) Revised Letter of Transmittal together with Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (28) Form of cover letter for revised tender offer documents. (29) Revised Notice of Guaranteed Delivery (30) Revised letter, dated October 7, 1997, from Smith Barney Inc. to brokers, dealers, banks, trust companies and other nominees. (31) Revised form of letter to be sent by brokers, dealers, banks, trust companies and other nominees. (32) Press release, dated October 6, 1997 issued by UPR announcing the amended terms of the Offer. (33) Form of summary advertisement, dated October 7, 1997. (34) Form of letter to certain Pennzoil stockholders, dated October 6, 1997. (35) Form of letter to certain UPR stockholders and analysts, dated October 6, 1997. (b) None. (c) None. (d) Opinion of Morgan, Lewis & Bockius LLP.* (e) Not applicable. (f) None. (g) (1) Complaint, filed by UPR and Purchaser against Pennzoil et al. (dated June 23, 1997, Court of Chancery of the State of Delaware in and for New Castle County).* (2) Original Complaint, filed by UPR and Purchaser against Pennzoil (dated June 23, 1997, United States District Court for the Northern District of Texas, Fort Worth Division).* (3) Verified Complaint for Declaratory and Injunctive Relief, filed by UPR and Purchaser against Pennzoil, Richard Ieyoub, Attorney General of the State of Louisiana, and Larry L. Murray, Commissioner of Financial Institutions (dated June 23, 1997, United States District Court for the Middle District of Louisiana).* (4) First Amended Complaint, filed by UPR and Purchaser against Pennzoil (dated June 25, 1997, United States District Court for the Northern District of Texas, Fort Worth Division).* (5)(a) Complaint, filed by Pennzoil against UPR and Purchaser (dated June 25, 1997, United States District Court for the District of Delaware).* (5)(b) Answer of UPR and Purchaser to Complaint filed by Pennzoil (dated July 2, 1997, United States District Court for the District of Delaware).* (6) Form of letter, dated June 27, 1997, to each member of the Board of Directors of Pennzoil.* (7) Second Amended Complaint, filed by UPR and Purchaser against Pennzoil (dated July 11, 1997, United States District Court for the Northern District of Texas, Fort Worth Division).* (8) Order Denying Amended Motion to Dismiss and Partially Granting Motion for Preliminary Injunction (dated July 18, 1997, United States District Court for the Northern District of Texas, Fort Worth Division).* (9) Form of letter, dated August 1, 1997, to James L. Pate.* (10) Form of letter, dated August 1, 1997, from Mr. James L. Pate to Mr. Jack L. Messman.* (11) Form of letter, dated August 13, 1997, to each member of the Board of Directors of Pennzoil.* (12) Form of letter, dated August 14, 1997, from Mr. James L. Pate to Mr. Jack L. Messman.* (13) Form of letter, dated September 8, 1997, from Mr. Jack L. Messman to Mr. James L. Pate.* (14) Form of letter, dated September 9, 1997, from Mr. James L. Pate to Mr. Jack L. Messman.* (15) Form of letter to certain analysts and UPR shareholders.* (16) Form of letter, dated September 18, 1997, from Mr. James L. Pate to Mr. Jack L. Messman.* (17) Form of letter, dated September 18, 1997, from Mr. Jack L. Messman to Mr. James L. Pate.* (18) Form of letter, dated September 18, 1997, from Mr. James L. Pate to certain members of the UPR Board.*
- --------------- * Previously Filed. EX-99.(A)(26) 2 SUPPLEMENT TO THE OFFER TO PURCHASE Supplement to the Offer to Purchase Dated June 23, 1997 Resources Newco, Inc., a wholly owned subsidiary of Union Pacific Resources Group Inc., Has Amended its Offer and is Now Offering to Purchase All Outstanding Shares of Common Stock (including the Associated Preferred Stock Purchase Rights) of Pennzoil Company at $84.00 Net Per Share in Cash - -------------------------------------------------------------------------------- THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, NOVEMBER 5, 1997, UNLESS THE OFFER IS EXTENDED TO A LATER DATE AND TIME (THE "EXPIRATION DATE"). SHARES WHICH ARE TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE. - -------------------------------------------------------------------------------- THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THE SATISFACTION OR, WHERE APPLICABLE, WAIVER OF THE FOLLOWING CONDITIONS: (I) THERE BEING VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE A NUMBER OF SHARES WHICH, TOGETHER WITH SHARES OWNED BY RESOURCES NEWCO, INC. ("PURCHASER") AND ITS AFFILIATES, WILL CONSTITUTE AT LEAST A MAJORITY OF THE TOTAL NUMBER OF OUTSTANDING SHARES OF PENNZOIL ON A FULLY DILUTED BASIS AS OF THE DATE THE SHARES ARE ACCEPTED FOR PAYMENT BY PURCHASER PURSUANT TO THE OFFER, AND (II) PURCHASER BEING SATISFIED IN ITS REASONABLE DISCRETION THAT THE BOARD OF DIRECTORS OF PENNZOIL HAS IRREVOCABLY TAKEN ALL SUCH ACTION SO THAT (A) THE ACQUISITION OF SHARES PURSUANT TO THE OFFER AND THE PROPOSED MERGER DESCRIBED HEREIN HAVE BEEN APPROVED PURSUANT TO SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW OR THE PROVISIONS OF SECTION 203 ARE OTHERWISE INAPPLICABLE TO THE ACQUISITION OF SHARES PURSUANT TO THE OFFER AND THE PROPOSED MERGER, (B) THE ACQUISITION OF SHARES PURSUANT TO THE OFFER AND THE PROPOSED MERGER HAVE BEEN APPROVED PURSUANT TO ARTICLE SIXTH OF PENNZOIL'S RESTATED CERTIFICATE OF INCORPORATION, (C) THE PREFERRED STOCK PURCHASE RIGHTS ISSUED BY PENNZOIL HAVE BEEN REDEEMED OR PURCHASER IS SATISFIED IN ITS REASONABLE DISCRETION THAT THE RIGHTS HAVE BEEN INVALIDATED OR ARE OTHERWISE INAPPLICABLE TO THE OFFER AND THE PROPOSED MERGER, AND (D) EITHER (1) PURCHASER'S DESIGNEES HAVE BEEN ELECTED TO THE BOARD OF DIRECTORS OF PENNZOIL SO THAT AFTER SUCH ELECTION SUCH DESIGNEES CONSTITUTE A MAJORITY OF THE BOARD OF DIRECTORS OF PENNZOIL, OR (2) PENNZOIL HAS ENTERED INTO A MUTUALLY SATISFACTORY DEFINITIVE MERGER AGREEMENT WITH UNION PACIFIC RESOURCES GROUP INC. ("UPR") AND PURCHASER TO PROVIDE FOR THE ACQUISITION OF PENNZOIL PURSUANT TO THE OFFER AND THE PROPOSED MERGER. THE OFFER IS ALSO SUBJECT TO OTHER TERMS AND CONDITIONS CONTAINED IN THIS SUPPLEMENT. SEE SECTION 10 OF THIS SUPPLEMENT. THE OFFER IS NOT CONDITIONED ON PURCHASER OBTAINING FINANCING. IMPORTANT UPR AND PURCHASER ARE CURRENTLY REVIEWING THEIR OPTIONS WITH RESPECT TO THE OFFER AND MAY CONSIDER, AMONG OTHER THINGS, CHANGES TO THE MATERIAL TERMS OF THE OFFER. IN ADDITION, UPR AND PURCHASER INTEND TO CONTINUE TO SEEK TO NEGOTIATE WITH PENNZOIL WITH RESPECT TO THE ACQUISITION OF PENNZOIL BY UPR OR PURCHASER. PURCHASER RESERVES THE RIGHT TO AMEND THE OFFER (INCLUDING AMENDING THE NUMBER OF SHARES TO BE PURCHASED, THE PURCHASE PRICE AND THE PROPOSED SECOND-STEP MERGER CONSIDERATION) UPON ENTERING INTO A SECOND-STEP MERGER AGREEMENT WITH PENNZOIL OR TO NEGOTIATE A MERGER AGREEMENT WITH PENNZOIL NOT INVOLVING A TENDER OFFER PURSUANT TO WHICH PURCHASER WOULD TERMINATE THE OFFER AND THE SHARES WOULD, UPON CONSUMMATION OF SUCH MERGER, BE CONVERTED INTO CASH, UPR COMMON STOCK AND/OR OTHER SECURITIES IN SUCH AMOUNTS AS ARE NEGOTIATED BY UPR AND PENNZOIL. SEE SECTION 8 OF THIS SUPPLEMENT. Any Pennzoil stockholder desiring to tender all or any portion of such stockholder's Shares (and the associated Rights) should either (i) complete and sign the revised Letter of Transmittal (or a facsimile thereof) in accordance with the instructions in the revised Letter of Transmittal, have such stockholder's signature thereon guaranteed if required by Instruction 1 to the revised Letter of Transmittal, mail or deliver the revised Letter of Transmittal (or such facsimile), or, in the case of a book-entry transfer effected pursuant to the procedure set forth in Section 2 of the Original Offer to Purchase and Section 2 of this Supplement, an Agent's Message (as defined herein), and any other required documents to the Depositary and either deliver the certificates for such Shares and, if separate, the certificate(s) representing the associated Rights to the Depositary along with the revised Letter of Transmittal (or facsimile) or deliver such Shares (and associated Rights, if applicable) pursuant to the procedure for book-entry transfer set forth in Section 2 of the Original Offer to Purchase and Section 2 of this Supplement, or (ii) request such stockholder's broker, dealer, bank, trust company or other nominee to effect the transaction for such stockholder. A Pennzoil stockholder having Shares (and, if applicable, Rights) registered in the name of a broker, dealer, bank, trust company or other nominee must contact such broker, dealer, bank, trust company or other nominee if such stockholder desires to tender such Shares (and, if applicable, Rights). Unless the Board Action Condition (as defined herein) with respect to the Rights is satisfied, stockholders will be required to tender one Right for each Share tendered in order to effect a valid tender of Shares. If a Pennzoil stockholder desires to tender Shares and Rights and such stockholder's certificates for Shares (or Rights, if applicable) are not immediately available or the procedure for book-entry transfer cannot be completed on a timely basis, or time will not permit all required documents to reach the Depositary prior to the Expiration Date, such stockholder's tender may be effected by following the procedure for guaranteed delivery set forth in Section 2 of the Original Offer to Purchase and Section 2 of this Supplement. STOCKHOLDERS WHO HAVE PREVIOUSLY VALIDLY TENDERED SHARES PURSUANT TO THE OFFER AND WHO HAVE NOT WITHDRAWN SUCH SHARES NEED NOT TAKE ANY FURTHER ACTION. Questions and requests for assistance or for additional copies of the Original Offer to Purchase, this Supplement, the revised Letter of Transmittal and the revised Notice of Guaranteed Delivery may be directed to the Information Agent or to the Dealer Manager at their respective addresses and telephone numbers set forth on the back cover of the Original Offer to Purchase and this Supplement. A Pennzoil stockholder may also contact brokers, dealers, commercial banks, trust companies or other nominees for assistance concerning the Offer. ------------------------------ The Dealer Manager for the Offer is: SMITH BARNEY INC. October 7, 1997 TABLE OF CONTENTS PAGE ---- INTRODUCTION.............................................................. 1 THE TENDER OFFER.......................................................... 4 1. Amended Terms of the Offer............................................ 4 2. Procedure for Tendering Shares and Rights............................. 5 3. Withdrawal Rights..................................................... 5 4. Certain Federal Income Tax Consequences............................... 5 5. Price Range of the Shares; Dividends on the Shares.................... 6 6. Recent Financial Results.............................................. 7 7. Source and Amount of Funds............................................ 8 8. Background of the Offer Since June 23, 1997; Contacts with Pennzoil... 8 9. Purpose of the Offer; Plans for Pennzoil.............................. 13 10. Certain Amended Conditions of the Offer............................... 15 11. Certain Legal Matters................................................. 18 12. Miscellaneous......................................................... 18 To the Holders of Common Stock (including the associated Preferred Stock Purchase Rights) of Pennzoil Company: INTRODUCTION On June 23, 1997, Resources Newco, Inc., a Delaware corporation ("Purchaser"), commenced a tender offer for shares of Common Stock, par value $0.83 1/3 per share (the "Shares"), of Pennzoil Company, a Delaware corporation ("Pennzoil"), pursuant to the Offer to Purchase, dated June 23, 1997 (the "Original Offer to Purchase"). Purchaser is a wholly-owned subsidiary of Union Pacific Resources Group Inc., a Utah corporation ("UPR"). The tender offer described in the Original Offer to Purchase (the "Original Offer") constituted an offer to purchase up to 50.1% of the fully-diluted Shares for a purchase price of $84.00 per Share, which was a 41% premium over the $59.625 closing price per Share on the New York Stock Exchange on June 20, 1997, the last trading day before commencement of the Original Offer. If the Original Offer was successful, Shares not acquired in the Original Offer were to be converted into shares of Common Stock, no par value, of UPR as described in the Original Offer to Purchase. The Original Offer was conditioned, among other things, on the Board of Directors of Pennzoil taking action to amend a number of Pennzoil's takeover defenses to make them inapplicable to the Original Offer. On July 1, 1997, Pennzoil filed a Schedule 14D-9 which described the recommendation of the Pennzoil Board that stockholders not tender their Shares pursuant to the Original Offer. Notwithstanding that recommendation, on July 22, 1997, the original expiration date of the Original Offer, approximately 61.5% of the outstanding Shares had been tendered pursuant to the Original Offer. Purchaser was unable to consummate the Original Offer, however, because the Board of Directors of Pennzoil (the "Pennzoil Board") had not fulfilled the conditions to the Original Offer and had not made the Pennzoil takeover defenses inapplicable to the Original Offer. Purchaser extended the expiration date of the Original Offer. On the terms and conditions described in this Supplement (the "Supplement"), Purchaser is now amending and supplementing the Original Offer to Purchase to provide that Purchaser is offering to purchase all Shares (rather than 50.1% of the fully-diluted Shares), together with (unless and until Purchaser declares that the Board Action Condition (as defined below) is satisfied) the associated preferred stock purchase rights (the "Rights") issued pursuant to the Rights Agreement, dated as of October 28, 1994, as it may from time to time be supplemented or amended (the "Rights Agreement"), between Pennzoil and Chemical Bank, as Rights Agent (the "Rights Agent"). The price to be paid in the Offer is $84.00 per Share (and associated Right), net to the seller in cash, without interest thereon (the "Offer Price"). If the Offer is consummated, Purchaser intends to effect a merger with Pennzoil in which all outstanding Shares not tendered in the Offer will be converted into $84.00 in cash, without interest. The Expiration Date of the Offer has been extended to 12:00 Midnight, New York City time, on November 5, 1997. IF YOU HAVE PREVIOUSLY VALIDLY TENDERED SHARES PURSUANT TO THE ORIGINAL OFFER USING THE BLUE LETTER OF TRANSMITTAL OR THE YELLOW NOTICE OF GUARANTEED DELIVERY AND HAVE NOT PROPERLY WITHDRAWN SUCH SHARES, YOU NEED TAKE NO FURTHER ACTION TO VALIDLY TENDER SUCH SHARES FOR PURPOSES OF THE OFFER AS AMENDED BY THIS SUPPLEMENT. The information contained in this Supplement and the revised Letter of Transmittal amends and supplements the Original Offer to Purchase. The Original Offer, as amended as described in this Supplement and the revised Letter of Transmittal (together with any amendments or supplements hereto or thereto), is referred to as the "Offer", and the Original Offer to Purchase, as amended and supplemented as described in this Supplement, is referred to as the "Offer to Purchase." All references herein to Rights shall include all benefits that may inure to holders of the Rights pursuant to the Rights Agreement and, unless the context otherwise requires, all references herein to Shares shall include the Rights. The purpose of the Offer is to acquire all of the outstanding Shares of Pennzoil. UPR is seeking to negotiate with Pennzoil a definitive acquisition agreement (the "Proposed Merger Agreement") pursuant to which Pennzoil would, as soon as practicable following consummation of the Offer, consummate a merger (the "Proposed Merger") with Purchaser or another direct or indirect wholly owned subsidiary of UPR. At the effective time of the Proposed Merger, each Share that is issued and outstanding immediately prior to the effective time (other than Shares held in the treasury of Pennzoil or owned by UPR, Purchaser or any direct or indirect wholly owned subsidiary of UPR and Shares ("Dissenting Shares") held by stockholders who properly exercise appraisal rights under the Delaware General Corporation Law (the "Delaware Law")) would be converted into the right to receive $84.00 in cash. See Sections 10 ("Background of the Offer; Contacts with Pennzoil") and 11 ("Purpose of the Offer; Plans for Pennzoil") of the Original Offer to Purchase and Sections 8 and 9 of this Supplement. To date, Pennzoil has refused to enter into negotiations with UPR regarding the merger proposed in the Original Offer or the Proposed Merger. There can be no assurance that such negotiations will occur, or if such negotiations occur, as to the outcome thereof. UPR and Purchaser are exploring ways to encourage the Pennzoil Board to permit Pennzoil's stockholders to participate in the Offer and the Proposed Merger. See Sections 10 ("Background of the Offer; Contacts with Pennzoil") and 11 ("Purpose of the Offer; Plans for Pennzoil") of the Original Offer to Purchase and Sections 8 and 9 of this Supplement. In a letter dated October 6, 1997, Jack L. Messman, the Chairman and Chief Executive Officer of UPR, informed James L. Pate, the Chairman, President and Chief Executive Officer of Pennzoil, of the revisions to the Original Offer described in this Supplement. In that letter, Mr. Messman advised Mr. Pate that, if Pennzoil would begin negotiations with UPR, UPR would consider a transaction structure that would provide Pennzoil shareholders with the opportunity to benefit directly from a future increase in value, if it occurs, of Pennzoil's international (i.e., non-North American) exploration and production assets, above the $600 million in value UPR has ascribed to such assets. See Section 8 of this Supplement. The Offer is conditioned on, among other things, either Purchaser's designees constituting a majority of the Pennzoil Board or Pennzoil having entered into a mutually acceptable definitive merger agreement with UPR and Purchaser to provide for the acquisition of Pennzoil pursuant to the Offer and the Proposed Merger. See Section 10 of this Supplement. BY TENDERING SHARES IN THE OFFER, PENNZOIL'S STOCKHOLDERS EFFECTIVELY WILL EXPRESS TO THE BOARD THAT THEY WISH TO BE ABLE TO ACCEPT THE OFFER AND TO APPROVE THE PROPOSED MERGER OR A SIMILAR TRANSACTION WITH UPR AND ITS AFFILIATES. Except as otherwise set forth in this Supplement, the terms and conditions previously set forth in the Original Offer to Purchase remain applicable in all respects to the Offer, and this Supplement should be read in conjunction with the Original Offer to Purchase. Unless the context requires otherwise, terms not defined herein have the meanings ascribed to them in the Original Offer to Purchase. Certain federal income tax consequences of the sale of Shares pursuant to the Offer are described in Section 4 of this Supplement. THE OFFER IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF OFFERS TO BUY ANY SECURITIES WHICH MAY BE ISSUED IN ANY MERGER OR SIMILAR BUSINESS COMBINATION INVOLVING PURCHASER, UPR OR PENNZOIL. THE ISSUANCE OF SUCH SECURITIES WOULD HAVE TO BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND SUCH SECURITIES WOULD BE OFFERED ONLY BY MEANS OF A PROSPECTUS COMPLYING WITH THE REQUIREMENTS OF THE SECURITIES ACT. The Offer is subject to the fulfillment of a number of conditions, including, without limitation, the following: Minimum Tender Condition. The Minimum Tender Condition requires that there are validly tendered and not withdrawn prior to the Expiration Date (as defined in Section 1 of this Supplement) at least that number of Shares which, together with Shares owned by Purchaser and its affiliates, will constitute at least a majority of the total number of all outstanding Shares on a fully diluted basis (as though all options or other securities convertible into or exercisable or exchangeable for Shares had been so converted, exercised or exchanged) on the date Shares are accepted for payment, without giving effect to any dilution that might arise from exercise of the Rights. See Sections 1 ("Terms of the Offer") and 14 ("Certain Conditions of the Offer") of the Original Offer to Purchase. According to Pennzoil's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1997 (the "Pennzoil 10-Q"), as of July 31, 1997 there were 47,190,592 Shares issued and outstanding. In addition, according to Pennzoil's Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (the 2 "Pennzoil 10-K"), as of December 31, 1996 there were 3,311,921 Shares subject to options outstanding under Pennzoil's stock option plans. UPR and Purchaser currently own an aggregate of 87,600 Shares which wereacquired in open market purchases. See Schedule II to the Original Offer to Purchase. Based on the foregoing and assuming that no options were granted or expired after December 31, 1996 and no options were exercised after December 31, 1996 through July 31, 1997, there would be 50,502,513 Shares outstanding on a fully diluted basis and the Minimum Number of Shares would be 25,163,657. However, the actual Minimum Number of Shares will depend on the facts as they exist on the date of purchase. Board Action Condition. The Board Action Condition requires that Purchaser be satisfied in its reasonable discretion that the Pennzoil Board has irrevocably taken all such action so that (a) the acquisition of Shares pursuant to the Offer and the Proposed Merger have been approved pursuant to Section 203 ("Section 203") of the Delaware Law or the provisions of Section 203 are otherwise inapplicable to the acquisition of Shares pursuant to the Offer and the Proposed Merger, (b) the acquisition of Shares pursuant to the Offer and the Proposed Merger have been approved pursuant to Article Sixth of Pennzoil's Restated Certificate of Incorporation, (c) the Rights have been redeemed or Purchaser is satisfied in its reasonable discretion that the Rights have been invalidated or are otherwise inapplicable to the Offer and the Proposed Merger, and (d) either (1) Purchaser's designees have been elected to the Pennzoil Board so that after such election, such designees constitute a majority of the Pennzoil Board, or (2) Pennzoil has entered into a mutually satisfactory definitive merger agreement with UPR and Purchaser to provide for the acquisition of Pennzoil pursuant to the Offer and the Proposed Merger described herein. Information concerning Section 203, the Rights and various provisions of Pennzoil's certificate of incorporation and by-laws is contained in the Introduction to, and Sections 11 ("Purpose of the Offer; Plans for Pennzoil") and 15 ("Certain Legal Matters") of, the Original Offer to Purchase. Purchaser will waive the Board Action Condition if at least 90% of the outstanding Shares have been tendered before the expiration of the Offer and not withdrawn, all other conditions to the Offer have been satisfied or waived and (1) Purchaser is satisfied in its reasonable discretion that, immediately following the consummation of the Offer, Purchaser will have the ability to effectuate a short-form merger with Pennzoil under Section 253 of the Delaware Law and under Article Sixth of Pennzoil's Restated Certificate of Incorporation (the "Short-Form Merger"), and (2) the Pennzoil Board has irrevocably taken such action so that the Rights have been redeemed or Purchaser is satisfied in its reasonable discretion that the Rights have been invalidated or are otherwise inapplicable to the Offer. In the Short-Form Merger, each Share that is issued and outstanding immediately prior to the effective time of the Short-Form Merger (other than Shares held in the treasury of UPR or owned by Purchaser or any affiliate of Purchaser) would be converted into the right to receive $84.00 in cash. UPR and Purchaser are hereby requesting that the Pennzoil Board take such action as is necessary to satisfy the Board Action Condition in order to give Pennzoil stockholders the opportunity to decide for themselves whether they wish to take advantage of the Offer by tendering their Shares in the Offer. Purchaser presently intends to extend the Offer from time to time until the Board Action Condition is satisfied or Purchaser determines, in its reasonable discretion, that such condition is not reasonably likely to be satisfied under then current circumstances. Although UPR has sought to enter into negotiations with Pennzoil with respect to the Proposed Merger and intends to continue to pursue such negotiations, there can be no assurances that such negotiations will occur or, if such negotiations occur, as to the outcome thereof. Certain other conditions to the Offer are described in Section 10 of this Supplement. Purchaser reserves the right (but shall not be obligated) to waive any or all such conditions. THE ORIGINAL OFFER TO PURCHASE, THIS SUPPLEMENT AND THE REVISED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. 3 THE TENDER OFFER 1. AMENDED TERMS OF THE OFFER. The terms of the Offer are set forth in Section 1 ("Terms of the Offer") of the Original Offer to Purchase as supplemented and amended by Section 1 of this Supplement. The Offer is being made for all of the Shares, whereas the Original Offer was made for only 50.1% of the fully-diluted Shares. The price to be paid pursuant to the Offer is $84.00 per Share, net to the seller in cash and without interest thereon. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any extension or amendment), Purchaser will accept for payment and pay the Offer Price for all of the Shares validly tendered prior to the Expiration Date (as hereinafter defined) and not theretofore withdrawn in accordance with Section 3 ("Withdrawal Rights") of the Original Offer to Purchase and Section 3 of this Supplement. The term "Expiration Date" means 12:00 Midnight, New York City time, on Wednesday, November 5, 1997, unless and until Purchaser, in its reasonable discretion, shall have extended the period of time during which the Offer is open, in which event the term "Expiration Date" shall mean the latest time and date at which the Offer, as so extended by Purchaser, will expire. Consummation of the Offer is conditioned upon, among other things, satisfaction of the Minimum Tender Condition and the Board Action Condition. If any or all of such conditions are not satisfied or any or all of the other events set forth in Section 10 of this Supplement shall have occurred or shall be determined by Purchaser to have occurred prior to the Expiration Date, Purchaser reserves the right (but shall not be obligated) to (i) decline to purchase any or all of the Shares tendered and terminate the Offer, and return all tendered Shares to tendering stockholders, (ii) waive or reduce the Minimum Tender Condition or waive or reduce any or all other conditions and, subject to complying with applicable rules and regulations of the Commission, purchase all Shares validly tendered, or (iii) extend the Offer and, subject to the right of stockholders to withdraw Shares until the Expiration Date, retain the Shares which have been tendered during the period or periods for which the Offer is extended. Purchaser expressly reserves the right, in its reasonable discretion, at any time and from time to time, to extend for any reason the period of time during which the Offer is open, including the occurrence of any of the events specified in Section 10 of this Supplement, by giving oral or written notice of such extension to the Depositary. During any such extension, all Shares previously tendered and not withdrawn will remain subject to the Offer, subject to the rights of a tendering stockholder to withdraw its Shares. See Section 3 ("Withdrawal Rights") of the Original Offer to Purchase and Section 3 of this Supplement. Under no circumstances will interest be paid on the purchase price for tendered Shares, whether or not Purchaser exercises its right to extend the Offer. Subject to the applicable regulations of the Commission, Purchaser also expressly reserves the right, in its reasonable discretion at any time and from time to time, (i) to delay acceptance for payment of, or, regardless of whether such Shares were theretofore accepted for payment, payment for, any Shares pending receipt of any regulatory approval specified in Section 15 ("Certain Legal Matters") of the Original Offer to Purchase or in order to comply in whole or in part with any other applicable law, (ii) to terminate the Offer and not accept for payment any Shares if any of the conditions referred to in Section 10 of this Supplement have not been satisfied or upon the occurrence of any of the events specified in Section 10 of this Supplement and (iii) to waive any condition or otherwise amend the Offer in any respect by giving oral or written notice of such delay, termination, waiver or amendment to the Depositary and by making a public announcement thereof. On or about October 7, 1997, Purchaser sent or gave this Supplement and the revised Letter of Transmittal and other relevant materials to Pennzoil's stockholders and sent or gave such materials, for subsequent transmittal to beneficial owners of Shares, to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list of Pennzoil or, if applicable, who are listed as participants in a clearing agency's security position listing. 4 2. PROCEDURE FOR TENDERING SHARES AND RIGHTS. Procedures for tendering Shares are set forth in Section 2 ("Procedure for Tendering Shares and Rights") of the Original Offer to Purchase, as supplemented by Section 2 of this Supplement. Section 2 of the Original Offer to Purchase generally describes the procedures for making a valid tender of Shares, including tenders through book-entry transfer and guaranteed delivery. STOCKHOLDERS WHO HAVE PREVIOUSLY VALIDLY TENDERED (AND NOT WITHDRAWN) THEIR SHARES PURSUANT TO THE ORIGINAL OFFER NEED NOT TAKE ANY FURTHER ACTION TO HAVE VALIDLY TENDERED THEIR SHARES FOR PURPOSES OF THE OFFER, AS AMENDED. Tendering stockholders should use the revised PINK Letter of Transmittal or the revised BLUE Notice of Guaranteed Delivery included with this Supplement. However, to the extent the PINK Letter of Transmittal or the revised BLUE Notice of Guaranteed Delivery is not obtainable, tendering stockholders may continue to use the BLUE Letter of Transmittal and the YELLOW Notice of Guaranteed Delivery that were provided with the Original Offer to Purchase. Although such BLUE Letter of Transmittal indicates that the Offer will expire at 12:00 Midnight, New York City time, on Monday, July 21, 1997, stockholders will be able to tender their Shares pursuant to the Offer until 12:00 Midnight, New York City time, on Wednesday, November 5, 1997 (or such later date to which the Offer may be extended). Stockholders who have previously validly tendered Shares pursuant to the Original Offer using the BLUE Letter of Transmittal or the YELLOW Notice of Guaranteed Delivery and who have not properly withdrawn such Shares have validly tendered such Shares for the purposes of the Offer and need not take any further action. 3. WITHDRAWAL RIGHTS. The discussion set forth in Section 3 ("Withdrawal Rights") of the Original Offer to Purchase is hereby amended and supplemented as follows: Shares tendered pursuant to the Offer may be withdrawn at any time prior to the acceptance for payment of Shares in the Offer. Section 3 of the Original Offer to Purchase describes the procedure to be followed to effect a withdrawal of Shares tendered pursuant to the Offer. 4. CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The discussion set forth in Section 5 ("Certain Federal Income Tax Consequences") of the Original Offer to Purchase is hereby amended and restated as follows: The following discussion is a summary of certain material federal income tax consequences of the Offer and Proposed Merger to holders of Shares who hold the Shares as capital assets. The discussion set forth below is for general information only and may not apply to particular categories of holders of Shares subject to special treatment under the Internal Revenue Code of 1986, as amended (the "Code"). The discussion is based on the Code as in effect on the date of this Supplement, as well as regulations promulgated thereunder and existing administrative interpretations and court decisions. Consequences of the Offer and the Proposed Merger Generally. If the Proposed Merger is consummated, the Offer and Proposed Merger should be treated as a single integrated transaction for federal income tax purposes, and the Offer and Proposed Merger together would be a taxable transaction for federal income tax purposes and may be a taxable transaction for foreign, state and local income tax purposes as well. If, for any reason, the Proposed Merger is not consummated, the receipt of cash pursuant to the Offer would still be a taxable exchange. In general, a stockholder of Pennzoil who, pursuant to the Offer and/or the Proposed Merger, exchanges Shares for cash will recognize capital gain or loss on the date of acceptance of Shares for purchase pursuant to the Offer or at the effective time of the Proposed Merger, as the case may be, in an amount equal to the difference between the amount of cash received and the stockholder's adjusted tax basis in the Shares accepted for payment in the Offer or surrendered in the Proposed Merger. The gain or loss will be long-term capital gain or loss if, as of the date of the exchange pursuant to the Offer or as of the effective time of the Proposed Merger, the holders thereof have held such Shares for more than eighteen months, and will be mid-term capital gain or loss if, as of 5 the date of the exchange pursuant to the Offer or as of the effective time of the Proposed Merger, the holders thereof have held such Shares for more than one year but not more than eighteen months. Withholding. Unless a stockholder complies with certain reporting and/or certification procedures or is an exempt recipient under applicable provisions of the Code and Treasury Regulations promulgated thereunder, such stockholder may be subject to withholding tax of 31% with respect to any cash payments received pursuant to the Offer and Proposed Merger. Stockholders should consult their brokers to ensure compliance with such procedures. Foreign stockholders should consult with their own tax advisors regarding withholding taxes in general. THE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY. THE ABOVE DISCUSSION MAY NOT APPLY TO PARTICULAR CATEGORIES OF HOLDERS OF SHARES SUBJECT TO SPECIAL TREATMENT UNDER THE CODE, SUCH AS FOREIGN HOLDERS AND HOLDERS WHOSE SHARES WERE ACQUIRED PURSUANT TO THE EXERCISE OF AN EMPLOYEE STOCK OPTION OR OTHERWISE AS COMPENSATION, OR WHO HOLD RESTRICTED STOCK. STOCKHOLDERS OF PENNZOIL ARE URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE SPECIFIC TAX CONSEQUENCES OF THE OFFER AND THE PROPOSED MERGER, INCLUDING ANY STATE, LOCAL OR OTHER TAX CONSEQUENCES OF THE OFFER AND THE PROPOSED MERGER. 5. PRICE RANGE OF THE SHARES; DIVIDENDS ON THE SHARES. The discussion set forth in Section 6 ("Price Range of the Shares; Dividends on the Shares") of the Original Offer to Purchase is hereby amended and supplemented as follows: The following table sets forth, for each of the periods indicated, the high and low sales prices for the Shares on the NYSE Composite Tape and the amount of cash dividends paid per Share, all as reported in published financial sources. PENNZOIL COMMON STOCK --------------------------- FISCAL YEAR ENDING HIGH LOW DIVIDENDS - ------------------ ------ ------ --------- December 31, 1997: First Quarter.............................. $63.50 $49.88 $.25 Second Quarter............................. 83.88 45.00 .25 Third Quarter.............................. 81.25 72.25 .25 Fourth Quarter (through October 3, 1997)... 82.50 79.81 -- On October 3, 1997, which was the last trading day before UPR's announcement that it was amending the Offer upon the terms set forth in this Supplement, the last reported closing price on the NYSE Composite Tape was $81.4375 per Share. STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES. 6 6. RECENT FINANCIAL RESULTS. The financial information contained in Section 7 ("Certain Information Concerning Pennzoil") and Section 8 ("Certain Information Concerning Purchaser and UPR") is hereby supplemented with the following financial information for June 30, 1997 and the six months then ended: PENNZOIL COMPANY RECENT CONSOLIDATED FINANCIAL INFORMATION (EXPRESSED IN MILLIONS EXCEPT PER SHARE AMOUNTS)
SIX MONTHS ENDED JUNE 30, --------------------- 1996 1997 --------- --------- INCOME STATEMENT DATA: Revenues.................................................... $ 1,223.9 $ 1,297.4 Net income(1)............................................... 40.3 81.4 Earnings per share.......................................... .87 1.74 Dividends per common share.................................. .50 .50 FINANCIAL POSITION DATA: Total assets................................................ $ 4,386.3 $ 4,224.8 Total debt (consisting of long-term debt, including current maturities)............................................... 2,572.2 2,243.8 Total shareholders' equity(2)............................... 887.8 1,045.5
- ------------------ (1) Reference is made to Notes 1 and 8 of Notes to Consolidated Financial Statements contained in the Pennzoil 10-K. (2) Reference is made to Note 1 of Notes to Consolidated Financial Statements contained in the Pennzoil 10-K. UNION PACIFIC RESOURCES GROUP INC. RECENT CONSOLIDATED FINANCIAL INFORMATION (EXPRESSED IN MILLIONS EXCEPT PER SHARE AMOUNTS)
SIX MONTHS ENDED JUNE 30, --------------------- 1996 1997 --------- --------- INCOME STATEMENT DATA: Operating revenues.......................................... $ 817.6 $ 976.3 Operating income............................................ 217.4 301.4 Net income.................................................. 129.6 191.6 Per Share: Net income................................................ $ .52 $ .76 Dividends................................................. .10 .10 FINANCIAL POSITION DATA: Properties -- net........................................... $ 2,833.6 $ 3,273.7 Total assets................................................ 3,303.7 3,767.5 Long-term debt.............................................. 126.3 672.7 Shareholders' equity........................................ 1,419.3 1,692.0 CASH FLOW DATA: Capital and exploratory expenditures........................ $ 367.9 $ 643.1 Cash provided by operations................................. 409.0 572.1
The foregoing information has been derived from, and more comprehensive information is included in, the Quarterly Reports of Pennzoil on Form 10-Q for the quarters ended June 30, 1996 and 1997 and the Quarterly Reports of UPR on Form 10-Q for the quarters ended June 30, 1996 and 1997, respectively. These filings are available as described under the sub-caption "Available Information" in Sections 7 ("Certain Information Concerning Pennzoil") and 8 ("Certain Information Concerning Purchaser and UPR"), respectively, of the Original Offer to Purchase. 7 7. SOURCE AND AMOUNT OF FUNDS. The discussion set forth in Section 9 ("Source and Amount of Funds") of the Original Offer to Purchase is hereby amended and restated as follows: As a result of the amended Offer, Purchaser now estimates that the total amount of funds required to acquire the outstanding Shares pursuant to the Offer and the Proposed Merger and to pay fees and expenses related to the Offer will be approximately $4.2 billion. As stated in the Original Offer to Purchase, Purchaser plans to obtain the necessary funds through capital contributions or advances made by UPR. UPR and Purchaser expect to obtain the funds necessary to make such contributions or advances from UPR's available cash and working capital, commercial paper issuances supported by a credit facility and borrowings under such credit facility. UPR and Purchaser are currently in discussions with a small group of financial institutions regarding the establishment of such credit facility that would be used to support the commercial paper issuances and borrowings. Any borrowings under such credit facility are expected to be unsecured and to have various maturities up to three years. It is anticipated that the indebtedness incurred by UPR under the commercial paper issuances and such credit facility will be repaid from a combination of the sale of certain assets of UPR and Pennzoil and the public or private sale of equity and debt securities, as well as from cash flow generated by UPR and its subsidiaries (including, after the Proposed Merger, if consummated, Pennzoil and its subsidiaries), or through a combination of such sources. UPR does not expect that the interest rate on any such borrowings would be materially greater than the interest rate currently applicable under UPR's existing credit facility. No final decisions have been made concerning the method UPR will employ to repay such indebtedness and no definitive agreements have been entered into regarding such credit facility or any such sale of assets of UPR or Pennzoil. Asset sale possibilities include Pennzoil's downstream operations, and selected producing properties and other assets of both UPR and Pennzoil. See Section 9 of this Supplement. Such decisions when made will be based on UPR's review from time to time of the advisability of particular actions, as well as on prevailing interest rates and financial and other economic conditions. This Offer is not conditioned on financing. 8. BACKGROUND OF THE OFFER SINCE JUNE 23, 1997; CONTACTS WITH PENNZOIL. Section 10 ("Background of the Offer; Contacts with Pennzoil") of the Original Offer to Purchase describes various contacts between UPR and Pennzoil prior to commencement of the Original Offer on June 23, 1997. The disclosure contained in Section 10 of the Original Offer to Purchase is hereby amended and supplemented as follows to describe various contacts with Pennzoil and related matters since June 23, 1997: On June 25, 1997, UPR and Purchaser amended their original complaint (the "Original Complaint") filed against Pennzoil on June 23, 1997 in the United States District Court for the Northern District of Texas (the "Texas Federal Action"). In addition to reiterating the allegations contained in the Original Complaint, the Amended Complaint alleges, among other things, that Pennzoil violated Sections 14(d) and 14(e) of the Exchange Act, and Rule 14d-9 promulgated thereunder, by making certain materially false and misleading statements concerning the Offer contained in an Associated Press story. On June 25, 1997, Pennzoil filed an action in the United States District Court for the District of Delaware (Pennzoil Co. v. Union Pacific Resources Group, Inc. et al., C.A. No. 97-353 (JJF) (D. Del.)) (hereinafter, the "Delaware Federal Action"). In the Delaware Federal Action, Pennzoil alleged that UPR and Purchaser had violated the Exchange Act by making materially false and misleading statements in connection with the Offer. On July 18, 1997, the Court in the Texas Federal Action entered an order prohibiting Pennzoil from pursuing any relief in the Delaware Federal Action. On June 25, 1997, UPR filed with the Antitrust Division of the Department of Justice and the Federal Trade Commission a Notification and Report Form with respect to the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and a request for early termination of the applicable 15-calendar-day waiting period under the HSR Act. On July 1, 1997, Pennzoil filed a Schedule 14D-9 (the "Schedule 14D-9") with the Commission. The Schedule 14D-9 included the Pennzoil Board's determination that the Original Offer (and the merger proposed in 8 the Original Offer) was inadequate and not in the best interests of Pennzoil and its stockholders and it recommended that Pennzoil stockholders reject the Offer and not tender Pennzoil Shares pursuant to the Offer. The Schedule 14D-9 disclosed that many of the factors considered by the Pennzoil Board in reaching its determination and recommendation relate to issues which are no longer applicable to the Offer, as amended, including concerns of the Pennzoil Board over the structure of the Original Offer, the value of the UPR Common Stock which would have been received by the holders of 49.9% of the fully-diluted Shares in the proposed merger after consummation of the Original Offer, the tax consequences of the proposed merger after consummation of the Original Offer, and the uncertainty of the completion of the proposed merger after consummation of the Original Offer. On July 10, 1997 (at 11:59 p.m., New York City time), the waiting period under the HSR Act expired. On July 11, 1997, UPR and Purchaser filed a Second Amended Complaint in the Texas Federal Action. In addition to reiterating the allegations contained in the First Amended Complaint, the Second Amended Complaint alleges, among other things, that Pennzoil violated Sections 14(d) and 14(e) of the Exchange Act, and Rule 14d-9, promulgated thereunder, by making materially false and misleading statements in its July 1, 1997 Schedule 14D-9, including failing to disclose information about management's views as to the amount of "long term value" and "share price appreciation" Pennzoil shareholders can expect to receive if Pennzoil's strategic plan is implemented successfully. In the Second Amended Complaint, UPR and Purchaser sought a judgment compelling Pennzoil to comply with the requirements of the Exchange Act and requiring Pennzoil to file and disseminate an amended Schedule 14D-9 which is complete and accurate and which corrects the alleged materially false and misleading statements in the initial Schedule 14D-9. On July 18, 1997, in the Texas Federal Action the United States District Court for the Northern District of Texas, Fort Worth Division entered an order in Union Pacific Resources Group Inc., et. al., v. Pennzoil Company denying Pennzoil's amended motion to dismiss the action and partially granting UPR's motion for preliminary injunction against Pennzoil enjoining Pennzoil from, among other things, prosecuting or seeking any relief in the matter of Pennzoil Company v. Union Pacific Resources Group Inc. and Resources Newco, Inc. in the United States District Court for the District of Delaware. On July 22, 1997, UPR announced that 61.5% of the outstanding Shares had been tendered in the Original Offer and that UPR and Purchaser were extending the expiration date for the Offer to 12:00 Midnight, New York City time, on Wednesday, September 24, 1997. On August 11, 1997, Pennzoil made an application for a preliminary injunction in the Texas Federal Action. The basis for Pennzoil's application was its assertions that certain information contained in documents that UPR and Purchaser had provided to Pennzoil in connection with discovery in the Texas Federal Action should have been disclosed. In connection with such application, Pennzoil sought an order requiring UPR and Purchaser to withdraw the Original Offer and enjoining UPR and Purchaser from making any other offer for the Shares until UPR and Purchaser disclosed such information to the public. On September 8, 1997, UPR and Purchaser filed Amendment No. 20 to the Schedule 14D-1, in which they disclosed the information that Pennzoil claimed should have been disclosed, although UPR and Purchaser did not and do not concede that any such disclosure was required under applicable law. On September 10, 1997, at a hearing before the United States District Court in the Texas Federal Action, the Court denied Pennzoil's application for a preliminary injunction as moot. Additionally, at such hearing UPR and Purchaser confirmed that certain of the documents referred to in Amendment No. 20 were no longer subject to a confidentiality order previously entered in the Texas Federal Action. On August 12, 1997, UPR moved in the Texas Federal Action for an order prohibiting the law firm of Baker & Botts from advising Pennzoil in any manner in connection with the Offer or any litigation concerning the Offer to which UPR or Purchaser is a party. In this motion, UPR claims that such disqualification is warranted because Baker & Botts has acted as counsel to UPR and its affiliates in a variety of matters over the past several years and has received from them confidential information concerning their business and affairs. Pennzoil and Baker & Botts have filed papers with the Court in the Texas Federal Action denying that disqualification is necessary or appropriate and that Baker & Botts received any such information. 9 On August 27, 1997, UPR announced that it and Purchaser were extending the expiration date for the Offer to 12:00 Midnight, New York City time, on Wednesday, October 29, 1997. On September 15, 1997, UPR and Purchaser made an application for a preliminary injunction against Pennzoil in the Texas Federal Action. In connection with this motion, UPR and Purchaser allege that Pennzoil has violated Sections 14(d) and 14(e) of the Exchange Act by failing to disclose its most recent strategic plan upon which the Pennzoil Board relied in rejecting the Original Offer. UPR and Purchaser seek entry of an order requiring Pennzoil to make corrective disclosure and enjoining Pennzoil from making any further recommendation concerning the Offer for a period of 21 days following dissemination of such disclosure to the Pennzoil stockholders. The United States District Court for the Northern District of Texas has scheduled a hearing on UPR's and Purchaser's application for preliminary injunction for October 15, 1997. On September 22, 1997, Pennzoil commenced an action in the District Court of Dallas County, Texas (the "Texas Smith Barney Action"), against Smith Barney, Inc., the Dealer-Manager for the Offer and financial advisor to UPR and Purchaser ("Smith Barney"). In this state court action, Pennzoil claims that, in violation of a Stipulation and Order agreed to by Pennzoil, UPR and Purchaser and entered by the Court in the Texas Federal Action, Smith Barney received from counsel to UPR and Purchaser certain information produced by Pennzoil in discovery in the Texas Federal Action. According to Pennzoil, Smith Barney has used or will use such information in rendering financial advice to UPR and Purchaser concerning the Offer, contrary to the terms of the Stipulation and Order referred to above. On October 2, 1997, the Court in this action entered an order granting Smith Barney's Plea in Abatement and directing Pennzoil to pursue the relief it sought in this action, if at all, in the context of the Texas Federal Action. Smith Barney has informed UPR and the Purchaser that it intends to contest any further litigation which Pennzoil initiates in this respect and to defend itself vigorously. On October 2, 1997, at a regularly scheduled meeting, the Board of Directors of UPR met to consider the various alternatives available to UPR and Purchaser in connection with the Offer. On October 6, 1997, the Board of Directors of UPR held a meeting and authorized the amended Offer. On October 6, 1997, Mr. Messman telecopied the following letter to Mr. Pate: Mr. James L. Pate Chairman, President & Chief Executive Officer Pennzoil Company 700 Milam P.O. Box 2967 Houston, Texas 77252-2967 Dear Jim: I am writing to inform you that Union Pacific Resources Group Inc. (UPR) has revised its offer to purchase shares of common stock of Pennzoil Company and is now offering to purchase all outstanding shares of Pennzoil common stock for $84 per share in cash. Pennzoil shareholders will be entitled to receive $84 per share in cash, either in the tender offer or in a subsequent merger between Pennzoil and a subsidiary of UPR. Our offer is not subject to a financing condition. Our all cash offer presents a clear alternative for Pennzoil shareholders: a) receive $84 per share in cash today, or b) hold Pennzoil stock indefinitely in the hope that, sometime in the future, Pennzoil's undisclosed strategic plan might provide more than $84 per share in present value. We believe our $84 per share cash offer fully and fairly values all of Pennzoil's businesses. Clearly, industry analysts and your own shareholders overwhelmingly agree. You have claimed, as an excuse for denying your shareholders the opportunity to accept our offer, that we have underestimated the long-term potential of Pennzoil's international (i.e., non-North American) exploration and production assets. Based on our own assessment, we disagree. However, if Pennzoil will 10 begin negotiations, UPR is prepared to consider a transaction structure which would provide Pennzoil shareholders the opportunity to benefit directly from a future increase in value, if it occurs, of Pennzoil's international E&P assets, above the $600 million in value that UPR has ascribed to those assets. This international valuation assumes that the Karabakh prospect can be commercially developed. Although we cannot make this additional value feature a part of our tender offer at this time, because we need Pennzoil's cooperation to implement this approach, there are several ways this could be accomplished. For example, one way might be to form an entity to hold the international E&P assets and to distribute to every Pennzoil shareholder, in addition to $84 per share in cash, a combination of target or common stock and related warrants in that entity. This type of structure would allow Pennzoil shareholders to benefit directly from a future increase in value, if it occurs, of the international assets, which Pennzoil management has been promising. Since our initial offer in June, you have had ample time to explain to your shareholders how Pennzoil, on its own, can deliver more than $84 per share in present value. In our opinion, you have failed to do so. There can be no excuses for continuing to deny Pennzoil shareholders their right to choose between our $84 cash offer and your plan. The only obstacle to giving Pennzoil shareholders the opportunity to choose between these alternatives is the refusal by Pennzoil's Board of Directors to redeem Pennzoil's poison pill and to remove its other takeover defenses. We are willing to accept the judgment of your shareholders as to which of the two alternatives they prefer. Are you? If not, we can only conclude that Pennzoil fears the decision its own shareholders will make. Our preference is, and always has been, to negotiate a transaction with Pennzoil. We invite you and your Board to begin constructive negotiations with us regarding a merger of the two companies. Sincerely, /s/ Jack L. Messman Jack L. Messman cc: Pennzoil Company Board of Directors On October 6, 1997, UPR issued the following press release: UPR REVISES OFFER FOR PENNZOIL TO $84 PER SHARE CASH FOR ALL SHARES ALL CASH PROPOSAL ELIMINATES PENNZOIL EXCUSES FOR DENYING SHAREHOLDERS RIGHT TO CHOOSE UPR ALSO PROPOSES OPPORTUNITY FOR PENNZOIL SHAREHOLDERS TO BENEFIT FROM ANY INCREASE IN VALUE OF PENNZOIL INTERNATIONAL E&P PROPERTIES, IF PENNZOIL NEGOTIATES FOR IMMEDIATE RELEASE -- Fort Worth, TX - Oct. 6, 1997 - Union Pacific Resources Group Inc. (NYSE: UPR) today announced a revised offer to acquire Pennzoil Company. UPR is now offering to purchase all outstanding shares of Pennzoil common stock for cash at $84 per share. This offer is not conditioned upon financing. "Our revised offer requires the Pennzoil Board to demonstrate to its shareholders how Pennzoil, on its own, can provide value greater than our offer," said Jack L. Messman, Chairman and Chief Executive Officer of UPR. "This all cash proposal offers Pennzoil shareholders two clear alternatives: receive $84 per share in cash today from UPR, or hold Pennzoil stock indefinitely in the hope that Pennzoil's undisclosed strategic plan might someday provide more than $84 per share in present value. 11 In a letter today to Pennzoil Chairman James L. Pate, Mr. Messman said, "Since our initial offer in June, you have had ample time to explain to your shareholders how Pennzoil, on its own, can deliver more than $84 per share in present value. In our opinion, you have failed to do so," Mr. Messman continued. "There can be no excuses for continuing to deny Pennzoil shareholders their right to choose between our $84 cash offer and your plan. The only obstacle to giving Pennzoil shareholders the opportunity to choose between these alternatives is the refusal by Pennzoil's Board of Directors to redeem Pennzoil's poison pill and to remove its other takeover defenses. We are willing to accept the judgment of your shareholders as to which of the two alternatives they prefer; are you? If not, we can only conclude that Pennzoil fears the decision its own shareholders will make." UPR PROPOSES OFFERING PENNZOIL SHAREHOLDERS UPSIDE POTENTIAL OF INTERNATIONAL E&P PROPERTIES, IF PENNZOIL WILL NEGOTIATE In the letter, Mr. Messman also wrote, "We believe our $84 per share cash offer fully and fairly values all of Pennzoil's businesses. Clearly, industry analysts and your own shareholders overwhelmingly agree. You have claimed, as an excuse for denying your shareholders the opportunity to accept our offer, that we have underestimated the long-term potential of Pennzoil's international (i.e., non-North American) exploration and production assets. Based on our own assessment, we disagree. "However, if Pennzoil will begin negotiations, UPR is prepared to consider a transaction structure which would provide Pennzoil shareholders the opportunity to benefit directly from a future increase in value, if it occurs, of Pennzoil's international E&P assets, above the $600 million in value that UPR has ascribed to those assets." Mr. Messman also noted that the international valuation assumes the commercial viability of Pennzoil's high-profile Karabakh prospect in the Caspian Sea, and that Pennzoil has indicated that results from the first exploratory well should be known soon. Mr. Messman's letter to Mr. Pate goes on to state: "Although we cannot make this additional value feature a part of our tender offer at this time, because we need Pennzoil's cooperation to implement this approach, there are several ways this could be accomplished. For example, one way might be to form an entity to hold the international E&P assets and to distribute to every Pennzoil shareholder, in addition to $84 per share in cash, a combination of target or common stock and related warrants in that entity." The full text of Mr. Messman's letter to Mr. Pate is attached. UPR'S PROVEN BUSINESS MODEL WOULD QUICKLY INCREASE PRODUCTION FROM PENNZOIL'S OIL AND GAS PROPERTIES In announcing the all cash tender offer today, Mr. Messman also reiterated the powerful business rationale for acquiring Pennzoil: "This combination is driven by the opportunity to apply UPR's proven business model to Pennzoil's drill sites and create value through growth - something Pennzoil has been unable to do. Pennzoil has a substantial domestic property base with unexploited opportunities for development and exploratory drilling. By increasing production and reserves from those assets, this acquisition will allow UPR to perform even beyond our established growth targets." Mr. Messman added that, "After acquiring Pennzoil, we intend to maintain a strong investment grade credit rating and the financial flexibility to fund our business plan. Following the closing of the Pennzoil acquisition, we plan to refinance our acquisition financing through a combination of asset sales and the public or private sale of equity and debt securities. TERMS OF THE TRANSACTION Pennzoil shareholders will be entitled to receive $84 per share in cash, either in the tender offer or in a subsequent merger between Pennzoil and a wholly-owned subsidiary of UPR. This proposal revises the offer UPR made on June 23, 1997 to acquire Pennzoil for a combination of $84 per share in cash for 50.1% of Pennzoil's outstanding shares and UPR stock for the remaining shares. The revised offer is subject to the same conditions as the original offer. 12 A total of 61.5% of Pennzoil shares were tendered into UPR's tender offer as of the initial expiration date of July 21, 1997. The tender offer was previously scheduled to expire on October 29, 1997, prior to being extended today to midnight New York time on November 5, 1997. At the close of business on October 3, 1997, a total of 18,187,684 Pennzoil shares, or over 38.5% of outstanding shares, still remained tendered. The normal practice for many investors in a tender offer is to withdraw their shares temporarily after the initial expiration date in order to give themselves trading flexibility prior to re-tendering at a later date. As with the original offer, the revised offer will generate immediate and ongoing accretion to UPR's cash flow per share, which is the primary measurement of value in the E&P industry, while it will have a near-term dilutive effect on earnings per share. Based on the revised offer, UPR estimates that after completion of the Pennzoil acquisition, using debt to finance the purchase of Pennzoil common stock and assuming no refinancing of that acquisition debt, 1998 discretionary cash flow per share could increase by approximately 45% and 1998 earnings per share could decrease by approximately 75%, as compared to 1998 consensus estimates. The Company's estimates are subject to a number of assumptions, including a year-end 1997 completion of the acquisition. These per share figures will be affected as the Company implements the refinancing of acquisition debt through the contemplated combination of asset sales and sale of equity and debt securities. UPR is the largest domestic independent oil and gas exploration and production company. Headquartered in Fort Worth, Texas, UPR has been the #1 domestic driller for the past five years. On October 7, 1997, Purchaser amended and supplemented the Original Offer as described in this Supplement and the revised Letter of Transmittal. 9. PURPOSE OF THE OFFER; PLANS FOR PENNZOIL. The discussion set forth in Section 11 ("Purpose of the Offer; Plans for Pennzoil") of the Original Offer to Purchase is hereby amended and supplemented as follows: General. The purpose of the Offer is to acquire all of the outstanding Shares of Pennzoil. The purpose of the Proposed Merger is to acquire all Shares not beneficially owned by Purchaser following consummation of the Offer. Purchaser will seek to complete the Proposed Merger with Pennzoil as promptly as practicable following consummation of the Offer. Under the Proposed Merger and in the case of a Short-Form Merger effected with or without an agreement, at the effective time of the Proposed Merger, each Share that is outstanding prior to the effective time (other than Shares held in the treasury of Pennzoil or owned by UPR or any affiliate of UPR and Dissenting Shares) would be converted into the right to receive $84.00 in cash. The Offer is conditioned upon, among other things, satisfaction of the Board Action Condition. Although UPR has sought to enter into negotiations with Pennzoil with respect to the Offer and the Proposed Merger and continues to pursue such negotiations, there can be no assurance that such negotiations will occur or, if such negotiations occur, as to the outcome thereof. In the event UPR determines that the Board Action Condition will not be satisfied, Purchaser may terminate the Offer. Purchaser is currently reviewing its options with respect to the Offer and may consider, among other things, changes to the material terms of the Offer. Purchaser reserves the right to amend the Offer (including amending the number of Shares to be purchased, the purchase price and the proposed second-step merger consideration) if it enters into the Proposed Merger Agreement or is able to negotiate a merger agreement with Pennzoil not involving a tender offer pursuant to which Purchaser would terminate the Offer and the Shares would, upon consummation of such merger, be converted into cash, UPR Common Stock and/or other securities in such amounts as are negotiated by UPR and Pennzoil. UPR and Purchaser are exploring ways to encourage the Pennzoil Board to permit Pennzoil's stockholders to participate in the Offer and the Proposed Merger. These may include a solicitation of proxies at Pennzoil's 1998 and 1999 annual meetings of stockholders. If Purchaser determines in its sole discretion at any time that it is unlikely that the Board Action Condition will be satisfied, Purchaser presently intends to terminate the Offer. Plans for Pennzoil. In connection with the Offer, UPR and Purchaser have reviewed and will continue to consider, on the basis of publicly available information, various possible business strategies to be pursued in the event that Purchaser acquires control of Pennzoil, whether pursuant to the Offer and the Proposed Merger or 13 otherwise. Among other things, UPR is receiving unsolicited expressions of interest from third parties regarding possible acquisition and joint venture transactions involving certain assets of UPR and Pennzoil, and UPR plans to discuss with various entities the feasibility and desirability of entering into, and possible terms of, agreements for such transactions before or after consummation of the Offer. No decision has been made by UPR with regard to any such transactions, although UPR and Purchaser anticipate that proceeds from the sale of certain assets of UPR and Pennzoil will be used to repay borrowings incurred to obtain the funds necessary to consummate the Offer and Proposed Merger. See Section 7 of this Supplement. UPR intends to conduct a detailed review of Pennzoil and its assets, corporate structure, dividend policy, capitalization, operations, properties, policies, management and personnel to consider and determine what, if any, changes would be desirable in light of the circumstances that then exist. Such strategies could include, among other things, changes in Pennzoil's business, corporate structure, Restated Certificate of Incorporation, By-laws, capitalization, management or dividend policy. Except as indicated in the Original Offer to Purchase or this Supplement, neither UPR nor Purchaser has any present plans or proposals which relate to or would result in an extraordinary corporate transaction, such as a merger, consolidation, reorganization or liquidation, involving Pennzoil or any of its subsidiaries, a sale or transfer of a material amount of assets of Pennzoil or any of its subsidiaries or any material change in Pennzoil's capitalization or dividend policy, a class of securities of Pennzoil being delisted from a national securities exchange, a class of equity securities of Pennzoil becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act, or any other material changes in Pennzoil's corporate structure or business, or the composition of the Pennzoil Board or Pennzoil's management. Other. Under the Delaware Law, if Purchaser acquires less than 90% of the outstanding Shares, the Proposed Merger would require, among other things, the affirmative vote of the holders of at least a majority of all the outstanding Shares entitled to vote at a meeting of stockholders. See "Introduction." If Purchaser acquires Shares pursuant to the Offer, Purchaser may be in a position to exercise voting control of more than a majority of the Shares and will have the voting power to approve the Proposed Merger without the vote of any other stockholder. If Purchaser acquires 90% or more of the outstanding Shares pursuant to the Offer, and if Article Sixth of Pennzoil's Restated Certificate of Incorporation were not applicable, UPR would have the power to consummate a merger of Purchaser with and into Pennzoil without a meeting or vote of stockholders pursuant to the Delaware Law. Holders of Shares will not have appraisal rights as a result of the Offer. If the Proposed Merger is consummated, however, persons who hold Shares at that time would have the right to appraisal of their Shares in accordance with Section 262 of the Delaware Law. Such appraisal rights, if the statutory procedures are complied with, would result in a judicial determination of the "fair value" of the Shares owned by such holders. Any such judicial determination of the fair value of the Shares could be based upon considerations other than or in addition to the price paid in the Offer and the Proposed Merger and the market value of the Shares, including asset values, the investment value of the Shares and any other valuation considerations generally accepted in the investment community. The value so determined for Shares could be more or less than the value of the consideration per Share to be paid pursuant to the Offer or the Proposed Merger and payment of such consideration would take place subsequent to payment pursuant to the Offer. In addition, several decisions by the Delaware courts have held that a controlling stockholder of a corporation involved in a merger has a fiduciary duty to the other stockholders which requires that the merger be fair to such other stockholders. In determining whether a merger is fair to minority stockholders, the Delaware courts have considered, among other things, the type and amount of consideration to be received by the stockholders and whether there was fair dealing among the parties. The Delaware Supreme Court indicated in Weinberger v. UOP, Inc. and Rabkin v. Philip A. Hunt Chemical Corp. that ordinarily the remedy available to stockholders in a merger that is found not to be "fair" to minority stockholders is the right to appraisal described above or a damages remedy based on essentially the same principles. If Purchaser purchases Shares pursuant to the Offer, and the Proposed Merger or another merger or other business combination is consummated more than one year after the completion of the Offer, or if such a merger or other business combination were to provide for the payment of consideration less than that paid pursuant to the Offer, compliance by Purchaser with Rule 13e-3 under the Exchange Act would be required, unless the Shares were to be deregistered under the Exchange Act prior to such transaction. See Section 13 ("Effect of the Offer on 14 the Market for the Shares; Exchange Listing; Exchange Act Registration; Margin Regulations") of the Original Offer to Purchase. Rule 13e-3 would require, among other things, that certain financial information concerning Pennzoil and certain information relating to the fairness of the proposed transaction and the consideration offered to minority stockholders therein be filed with the Commission and disclosed to minority stockholders prior to consummation of the transaction. THIS SUPPLEMENT DOES NOT CONSTITUTE A SOLICITATION OF PROXIES FOR ANY MEETING OF PENNZOIL'S STOCKHOLDERS. IN ADDITION, THIS SUPPLEMENT IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF OFFERS TO BUY ANY SECURITIES WHICH MAY BE ISSUED IN ANY MERGER OR SIMILAR BUSINESS COMBINATION INVOLVING PURCHASER, UPR OR PENNZOIL. 10. CERTAIN AMENDED CONDITIONS OF THE OFFER. The conditions to the Offer as set forth in Section 14 ("Certain Conditions of the Offer") of the Original Offer to Purchase are hereby amended and restated in their entirety as follows: Notwithstanding any other provisions of the Offer, and in addition to (and not in limitation of) Purchaser's rights to extend and amend the Offer at any time in its reasonable discretion, Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the Commission, including Rule 14e-1(c) under the Exchange Act (relating to Purchaser's obligation to pay for or return tendered Shares promptly after termination or withdrawal of the Offer), pay for, and may delay the acceptance for payment of or, subject to the restriction referred to above, the payment for, any tendered Shares, and may terminate the Offer, if, in the reasonable judgment of Purchaser (i) at or prior to the Expiration Date any one or more of the Minimum Tender Condition or the Board Action Condition has not been satisfied or (ii) at any time on or after June 23, 1997 and before the Expiration Date, any of the following events shall occur or shall be determined by Purchaser to have occurred: (a) there shall be threatened, instituted or pending any action, proceeding, application or counterclaim by any government or governmental, regulatory or administrative authority or agency, domestic, foreign or supranational (each, a "Governmental Entity"), or by any other person, domestic or foreign, before any court or Governmental Entity, (i)(A) challenging or seeking to, or which is reasonably likely to, make illegal, delay or otherwise directly or indirectly restrain or prohibit, or seeking to, or which is reasonably likely to, impose voting, procedural, price or other requirements, in addition to those required by Federal securities laws and the Delaware Law (each as in effect on the date of this Original Offer to Purchase), in connection with, the making of the Offer, the acceptance for payment of, or payment for, some of or all the Shares by Purchaser, UPR or any other affiliate of UPR or the consummation by Purchaser, UPR or any other affiliate of UPR of a merger or other similar business combination with Pennzoil, (B) seeking to obtain material damages or (C) otherwise directly or indirectly relating to the transactions contemplated by the Offer or any such merger or business combination, (ii) seeking to prohibit the ownership or operation by Purchaser, UPR or any other affiliate of UPR of all or any portion of the business or assets of Pennzoil and its subsidiaries or of Purchaser, UPR or any other affiliate of UPR or to compel Purchaser, UPR or any other affiliate of UPR to dispose of or hold separate all or any portion of the business or assets of Pennzoil or any of its subsidiaries or of Purchaser, UPR or any other affiliate of UPR or seeking to impose any limitation on the ability of Purchaser, UPR or any other affiliate of UPR to conduct such business or own such assets, (iii) seeking to impose or confirm limitations on the ability of Purchaser, UPR or any other affiliate of UPR effectively to exercise full rights of ownership of the Shares, including, without limitation, the right to vote any Shares acquired or owned by Purchaser, UPR or any other affiliate of UPR on all matters properly presented to Pennzoil's stockholders, (iv) seeking to require divestiture by Purchaser, UPR or any other affiliate of UPR of any Shares, (v) seeking any material diminution in the benefits expected to be derived by Purchaser, UPR or any other affiliate of UPR as a result of the transactions contemplated by the Offer or any merger or other similar business combination with Pennzoil, (vi) otherwise directly or indirectly relating to the Offer or which otherwise, in the reasonable judgment of Purchaser, might materially adversely affect Pennzoil or any of its subsidiaries or Purchaser, UPR or any other affiliate of UPR or the value of the Shares or (vii) in the reasonable judgment of Purchaser, materially adversely affecting the business, properties, assets, liabilities, capitalization, stockholders' equity, condition (financial or otherwise), operations, licenses or franchises, results of operations or prospects of Pennzoil or any of its subsidiaries; 15 (b) there shall be any action taken, or any statute, rule, regulation, legislation, interpretation, judgment, order or injunction proposed, enacted, enforced, promulgated, amended, issued or deemed applicable to (i) Purchaser, UPR or any other affiliate of UPR or Pennzoil or any of its subsidiaries or (ii) the Offer or any merger or other similar business combination by Purchaser, UPR or any other affiliate of UPR with Pennzoil, by any government, legislative body or court, domestic, foreign or supranational, or Governmental Entity, other than the routine application of the waiting period provisions of the HSR Act to the Offer, that, in the reasonable judgment of Purchaser, might, directly or indirectly, result in any of the consequences referred to in clauses (i) through (vii) of paragraph (a) above; (c) any change shall have occurred or been threatened (or any condition, event or development shall have occurred or been threatened involving a prospective change) in the business, properties, assets, liabilities, capitalization, stockholders' equity, condition (financial or otherwise), operations, licenses or franchises, results of operations or prospects of Pennzoil or any of its subsidiaries that, in the reasonable judgment of Purchaser, is or may be materially adverse to Pennzoil or any of its subsidiaries, or Purchaser shall have become aware of any facts that, in the reasonable judgment of Purchaser, have or may have material adverse significance with respect to either the value of Pennzoil or any of its subsidiaries or the value of the Shares to Purchaser, UPR or any other affiliate of UPR; (d) there shall have occurred or been threatened (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, Canada or abroad, (ii) any extraordinary or material adverse change in the financial markets or major stock exchange indices in the United States, Canada or abroad or in the market price of Shares, (iii) any change in the general political, market, economic or financial conditions in the United States, Canada or abroad that could, in the reasonable judgment of Purchaser, have a material adverse effect upon the business, properties, assets, liabilities, capitalization, stockholders' equity, condition (financial or otherwise), operations, licenses or franchises, results of operations or prospects of Pennzoil or any of its subsidiaries or the trading in, or value of, the Shares, (iv) any material change in United States or Canada currency exchange rates or any other currency exchange rates or a suspension of, or limitation on, the markets therefor, (v) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, Canada or abroad, (vi) any limitation (whether or not mandatory) by any government, domestic, foreign or supranational, or Governmental Entity on, or other event that, in the reasonable judgment of Purchaser, might affect the extension of credit by banks or other lending institutions, (vii) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States or Canada or (viii) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; (e) Pennzoil or any of its subsidiaries shall have (i) split, combined or otherwise changed, or authorized or proposed a split, combination or other change of, the Shares or its capitalization (other than by redemption of the Rights in accordance with their terms as such terms have been publicly disclosed prior to June 23, 1997), (ii) acquired or otherwise caused a reduction in the number of, or authorized or proposed the acquisition or other reduction in the number of, outstanding Shares or other securities (other than as aforesaid), (iii) issued or sold, or authorized or proposed the issuance, distribution or sale of, additional Shares (other than the issuance of Shares under option prior to June 23, 1997, in accordance with the terms of such options as such terms have been publicly disclosed prior to June 23, 1997), shares of any other class of capital stock, other voting securities or any securities convertible into, or rights, warrants or options, conditional or otherwise, to acquire, any of the foregoing, (iv) declared or paid, or proposed to declare or pay, any dividend or other distribution, whether payable in cash, securities or other property, on or with respect to any shares of capital stock of Pennzoil (other than a regular cash quarterly dividend not in excess of $.25 per Share, having customary and usual record and payment dates and, in the event the Rights are redeemed, the price of redemption thereof), (v) altered or proposed to alter any material term of any outstanding security (including the Rights) other than to amend the Rights Agreement to make the Rights inapplicable to the Offer and the Proposed Merger, (vi) incurred any debt other than in the ordinary course of business or any debt containing burdensome covenants, (vii) authorized, recommended, proposed or entered into an agreement, agreement in principle or arrangement or understanding with respect to any merger, consolidation, liquidation, dissolution, business combination, acquisition of assets, disposition of assets, release or relinquishment of any material contractual or other right of Pennzoil or any of its 16 subsidiaries or any comparable event not in the ordinary course of business, (viii) authorized, recommended, proposed or entered into, or announced its intention to authorize, recommend, propose or enter into, any agreement, arrangement or understanding with any person or group that in the reasonable judgment of Purchaser could adversely affect either the value of Pennzoil or any of its subsidiaries, joint ventures or partnerships or the value of the Shares to Purchaser, UPR or any other affiliate of UPR, (ix) entered into or amended any employment, change in control, severance, executive compensation or similar agreement, arrangement or plan with or for the benefit of any of its employees, consultants or directors, or made grants or awards thereunder, other than in the ordinary course of business or entered into or amended any agreements, arrangements or plans so as to provide for increased or accelerated benefits to any such persons, (x) except as may be required by law, taken any action to terminate or amend any employee benefit plan (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended) of Pennzoil or any of its subsidiaries, or Purchaser shall have become aware of any such action that was not disclosed in publicly available filings prior to June 23, 1997, or (xi) amended, or authorized or proposed any amendment to, Pennzoil's Restated Certificate of Incorporation or Pennzoil's By-laws, or Purchaser shall become aware that Pennzoil or any of its subsidiaries shall have proposed or adopted any such amendment that was not disclosed in publicly available filings prior to June 23, 1997; (f) a tender or exchange offer for any Shares shall have been made or publicly proposed to be made by any other person (including Pennzoil or any of its subsidiaries or affiliates), or it shall have been publicly disclosed or Purchaser shall have otherwise learned that (i) any person, entity (including Pennzoil or any of its subsidiaries) or "group" (within the meaning of Section 13(d)(3) of the Exchange Act) shall have acquired or proposed to acquire beneficial ownership of more than 5% of any class or series of capital stock of Pennzoil (including the Shares), through the acquisition of stock, the formation of a group or otherwise, or shall have been granted any right, option or warrant, conditional or otherwise, to acquire beneficial ownership of more than 5% of any class or series of capital stock of Pennzoil (including the Shares), other than acquisitions for bona fide arbitrage purposes only and other than as disclosed in a Schedule 13G on file with the Commission prior to June 23, 1997, (ii) any such person, entity or group that prior to June 23, 1997, had filed such a Schedule with the Commission has acquired or proposes to acquire, through the acquisition of stock, the formation of a group or otherwise, beneficial ownership of 1% or more of any class or series of capital stock of Pennzoil (including the Shares), or shall have been granted any right, option or warrant, conditional or otherwise, to acquire beneficial ownership of 1% or more of any class or series of capital stock of Pennzoil (including the Shares), (iii) any person or group shall have entered into a definitive agreement or an agreement in principle or made a proposal with respect to a tender offer or exchange offer or a merger, consolidation or other business combination with or involving Pennzoil or (iv) any person shall have filed a Notification and Report Form under the HSR Act (or amended a prior filing to increase the applicable filing threshold set forth therein) or made a public announcement reflecting an intent to acquire Pennzoil or any assets or subsidiaries of Pennzoil; (g) any approval, permit, authorization or consent of any Governmental Entity (including those described or referred to in Section 15 ("Certain Legal Matters") of the Original Offer to Purchase) shall not have been obtained on terms satisfactory to Purchaser in its reasonable discretion; or (h) Purchaser shall have reached an agreement or understanding with Pennzoil providing for termination of the Offer, or Purchaser, UPR or any other affiliate of UPR shall have entered into a definitive agreement or announced an agreement in principle with Pennzoil providing for a merger or other business combination with Pennzoil or the purchase of stock or assets of Pennzoil; which, in the reasonable judgment of Purchaser in any such case, and regardless of the circumstances (including any action or inaction by Purchaser, UPR or any other affiliate of UPR) giving rise to any such condition, makes it inadvisable to proceed with the Offer and/or with such acceptance for payment or payment. The foregoing conditions are for the sole benefit of Purchaser and UPR and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition or may be waived by Purchaser in whole or in part at any time and from time to time in its reasonable discretion provided that Purchaser cannot assert any of the conditions set forth in this Section (other than the expiration of the waiting period under the HSR Act) after the Expiration Date. The failure by Purchaser at any time to exercise any of the foregoing rights will not be deemed a waiver of any such right, the waiver of any such right with respect to particular facts and circumstances 17 will not be deemed a waiver with respect to any other facts and circumstances and each such right will be deemed an ongoing right that may be asserted at any time and from time to time. Any determination by Purchaser concerning the events described in Section 10 of this Supplement will be final and binding upon all parties. 11. CERTAIN LEGAL MATTERS. The discussion contained in Section 15 ("Certain Legal Matters") of the Original Offer to Purchase is hereby amended and supplemented as follows: Antitrust. Under the provisions of the HSR Act applicable to the Offer, the acquisition of Shares under the Offer may be consummated following the expiration of a 15-calendar-day waiting period following the filing by UPR of a Notification and Report Form with respect to the Offer, unless UPR receives a request for additional information or documentary material from the Antitrust Division or the FTC or early termination of the waiting period is granted. The waiting period expired at 11:59 p.m., New York City time, on July 10, 1997. Litigation. Developments since June 23, 1997 in the Delaware Federal Action, the Texas Federal Action and the Texas Smith Barney Action are described in Section 8 of this Supplement. In the action commenced by UPR and Purchaser in the Chancery Court of Delaware, the Chancery Court has scheduled the trial of the action to commence on December 1, 1997. On July 14, 1997, Pennzoil filed an Answer and Counterclaim to UPR's and Purchaser's Verified Complaint in the action commenced by Purchaser and UPR in the United States District Court for the Middle District of Louisiana. On July 29, 1997, UPR and Purchaser filed a Reply to Pennzoil's Counterclaim. On September 26, 1997, the proceeding was stayed for 120 days. No further proceedings have occurred in connection with this action. 12. MISCELLANEOUS. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION ON BEHALF OF PURCHASER OR UPR NOT CONTAINED HEREIN OR IN THE REVISED LETTER OF TRANSMITTAL AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY PURCHASER OR UPR. NEITHER THE DELIVERY OF THE ORIGINAL OFFER TO PURCHASE OR THIS SUPPLEMENT NOR ANY PURCHASE PURSUANT TO THE OFFER, SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF UPR, PURCHASER OR PENNZOIL SINCE THE DATE AS OF WHICH INFORMATION IS FURNISHED OR THE DATE OF THIS SUPPLEMENT. Purchaser and UPR have filed with the Commission a Tender Offer Statement on Schedule 14D-1 and amendments thereto, together with exhibits, pursuant to Rule 14d-3 under the Exchange Act, furnishing certain additional information with respect to the Offer, and may file further amendments thereto from time to time. Such Schedule 14D-1 and any amendments thereto, including exhibits, should be available for inspection and copies should be obtainable in the manner set forth in Section 8 ("Certain Information Concerning Purchaser and UPR") of the Original Offer to Purchase (except that such material will not be available at the regional offices of the Commission). EXCEPT AS OTHERWISE SET FORTH IN THIS SUPPLEMENT, THE TERMS AND CONDITIONS PREVIOUSLY SET FORTH IN THE OFFER TO PURCHASE REMAIN APPLICABLE IN ALL RESPECTS TO THE OFFER, AND THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE OFFER TO PURCHASE. UNLESS THE CONTEXT REQUIRES OTHERWISE, TERMS NOT DEFINED HEREIN HAVE THE MEANINGS ASCRIBED TO THEM IN THE OFFER TO PURCHASE. RESOURCES NEWCO, INC. October 7, 1997 18 Manually signed and properly completed facsimile copies of the revised Letter of Transmittal will be accepted. The revised Letter of Transmittal, certificates for Shares and/or Rights and any other required documents should be sent or delivered by each stockholder of Pennzoil or such stockholder's broker, dealer, bank, trust company or other nominee to the Depositary at the applicable address set forth below. The Depositary for the Offer is: THE BANK OF NEW YORK By Mail: Facsimile Transmission: By Hand or Overnight Tender & Exchange Department (212) 815-6213 Courier: P.O. Box 11248 (For Eligible Tender & Exchange Department Church Street Station Institutions Only) 101 Barclay Street New York, New York Receive and Deliver Window 10286-1248 Confirm by Telephone: New York, New York 10286 (800) 507-9357
Any questions or requests for assistance or for additional copies of this Supplement, the Original Offer to Purchase, the revised Letter of Transmittal and the other tender offer materials may be directed to the Information Agent or the Dealer Manager at their respective telephone numbers and locations listed below. You may also contact your broker, dealer, bank, trust company or other nominee for assistance concerning the Offer. The Information Agent for the Offer is: MORROW & CO., INC. 909 Third Avenue 20th Floor New York, NY 10022 (212) 754-8000 Toll Free (800) 566-9061 Banks and Brokerage Firms please call: (800) 662-5200 The Dealer Manager for the Offer is: SMITH BARNEY INC. 388 Greenwich Street New York, New York 10013 (212) 816-7346 EX-99.(A)(27) 3 LETTER OF TRANSMITTAL LETTER OF TRANSMITTAL To Tender Shares of Common Stock (Including the Associated Preferred Stock Purchase Rights) of PENNZOIL COMPANY Pursuant to the Offer to Purchase dated June 23, 1997 and The Supplement dated October 7, 1997 of RESOURCES NEWCO, INC., a wholly owned subsidiary of UNION PACIFIC RESOURCES GROUP INC. - -------------------------------------------------------------------------------- THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, NOVEMBER 5, 1997, UNLESS THE OFFER IS EXTENDED. SHARES WHICH ARE TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE. - -------------------------------------------------------------------------------- The Depositary for the Offer is: THE BANK OF NEW YORK By Mail: Facsimile By Hand or Overnight Transmission: Courier: Tender & Exchange Department (212) 815-6213 Tender & Exchange Department P.O. Box 11248 (For Eligible Receive and Deliver Window Church Street Station Institutions Only) 101 Barclay Street New York, New York New York, New York 10286 10286-1248 Confirm by Telephone: (800) 507-9357 DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. This revised Letter of Transmittal or the previously circulated BLUE Letter of Transmittal is to be used if certificates for Shares and/or Rights (as such terms are defined below) are to be forwarded herewith or, unless an Agent's Message (as defined in Instruction 2 below) is utilized, if delivery of Shares and/or Rights is to be made by book-entry transfer (in the case of Rights, if available) to an account maintained by the Depositary at a Book-Entry Transfer Facility (as defined in and pursuant to the procedures set forth in Section 2 of the Offer to Purchase). Unless the Board Action Condition (as defined in the Offer to Purchase) with respect to the Rights (as defined in the Offer to Purchase) is satisfied, stockholders will be required to tender one Right for each Share tendered in order to effect a valid tender of Shares. Stockholders who deliver Shares and/or Rights by book-entry transfer are referred to herein as "Book-Entry Stockholders" and other stockholders who deliver shares are referred to herein as "Certificate Stockholders". Stockholders whose certificates for Shares and/or Rights are not immediately available or who cannot deliver either the certificates for, or a Book-Entry Confirmation (as defined in Section 2 of the Offer to Purchase) with respect to, their Shares and/or Rights and all other documents required hereby to the Depositary prior to the Expiration Date (as defined in Section 1 of the Supplement) must tender their Shares and/or Rights pursuant to the guaranteed delivery procedures set forth in Section 2 of the Offer to Purchase and Section 2 of the Supplement. See Instruction 2. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. (BOXES BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY) / / CHECK HERE IF TENDERED SHARES AND/OR RIGHTS ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-ENTRY TRANSFER FACILITIES AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN A BOOK-ENTRY TRANSFER FACILITY MAY DELIVER SHARES AND/OR RIGHTS BY BOOK-ENTRY TRANSFER): Name of Tendering Institution ______________________________________________ Check Box of Book-Entry Transfer Facility: / / The Depository Trust Company / / Philadelphia Depository Trust Company Account Number _____________________ Transaction Code Number ____________ / / CHECK HERE IF TENDERED SHARES AND/OR RIGHTS ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING: Name(s) of Registered Owner(s) _____________________________________________ Window Ticket Number (if any) ______________________________________________ Date of Execution of Notice of Guaranteed Delivery _________________________ Name of Institution which Guaranteed Delivery ______________________________ IF DELIVERED BY BOOK-ENTRY TRANSFER, CHECK BOX OF BOOK-ENTRY TRANSFER FACILITY: / / The Depository Trust Company / / Philadelphia Depository Trust Company Account Number ____________ Transaction Code Number ____________
__________________________________________________________________________________ DESCRIPTION OF SHARES TENDERED __________________________________________________________________________________ NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) (PLEASE FILL IN BLANK EXACTLY AS SHARES TENDERED (ATTACH ADDITIONAL NAME(S) APPEAR(S) ON CERTIFICATE(S)) SIGNED LIST IF NECESSARY) __________________________________________________________________________________ TOTAL NUMBER OF SHARES NUMBER OF CERTIFICATE REPRESENTED BY SHARES NUMBER(S)(1) CERTIFICATE(S)(1) TENDERED(2) ____________________________________________ ____________________________________________ ____________________________________________ ____________________________________________ ____________________________________________ TOTAL SHARES ____________________________________________ (1) Need not be completed by Book-Entry Stockholders. (2) Unless otherwise indicated, it will be assumed that all Shares described above are being tendered. See Instruction 4. __________________________________________________________________________________
__________________________________________________________________________________ DESCRIPTION OF RIGHTS TENDERED(1) __________________________________________________________________________________ NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) (PLEASE FILL IN BLANK EXACTLY AS RIGHTS TENDERED (ATTACH ADDITIONAL NAME(S) APPEAR(S) ON CERTIFICATE(S)) SIGNED LIST IF NECESSARY) __________________________________________________________________________________ TOTAL NUMBER OF RIGHTS NUMBER OF CERTIFICATE REPRESENTED BY RIGHTS NUMBER(S)(2)(3) CERTIFICATE(S)(3) TENDERED(4) ____________________________________________ ____________________________________________ ____________________________________________ ____________________________________________ ____________________________________________ TOTAL RIGHTS ____________________________________________ (1) Need not be completed if the Distribution Date has not occurred. (2) If the tendered Rights are represented by separate certificates, complete using the certificate numbers of such certificates for Rights. If the tendered Rights are not represented by separate certificates, or if such certificates have not been distributed, complete using the certificate numbers of the Shares with respect to which the Rights were issued. Stockholders tendering Rights that are not represented by separate certificates should retain a copy of this description in order to accurately complete the Notice of Guaranteed Delivery if the Distribution Date occurs. (3) Need not be completed by Book-Entry Stockholders who are delivering Rights by book-entry transfer. (4) Unless otherwise indicated, it will be assumed that all Rights described herein are being tendered. See Instruction 4.
NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY. Ladies and Gentlemen: The undersigned hereby tenders to Resources Newco, Inc., a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Union Pacific Resources Group Inc., a Utah corporation, the above-described shares of Common Stock, par value $0.83 1/3 per share (the "Shares"), of Pennzoil Company, a Delaware corporation ("Pennzoil"), together with the associated preferred stock purchase rights (the "Rights") issued pursuant to the Rights Agreement, dated as of October 28, 1994 (the "Rights Agreement") between Pennzoil and Chemical Bank, as Rights Agent (the "Rights Agent"), pursuant to the Purchaser's offer to purchase all outstanding Shares at a price of $84.00 per Share (and associated Right), net to the seller in cash, without interest thereon (the "Offer Price") upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 23, 1997 (the "Offer to Purchase"), the Supplement dated October 7, 1997 (the "Supplement"), and in this Letter of Transmittal (which together, with any amendments or supplements thereto or hereto, collectively constitute the "Offer"), receipt of each of which is hereby acknowledged. Upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms of any such extension or amendment), subject to, and effective upon, acceptance for payment of, and payment for, the Shares and Rights tendered herewith in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to or upon the order of the Purchaser all right, title and interest in and to all the Shares and Rights that are being tendered hereby (and any and all other Shares, Rights or other securities or rights issued or issuable in respect thereof on or after June 23, 1997) and irrevocably constitutes and appoints the Depositary the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares and Rights (and all such other Shares, Rights or securities or rights), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (a) deliver certificates for such Shares and Rights (and all such other Shares, Rights or securities or rights), or transfer ownership of such Shares and Rights (and all such other Shares, Rights or securities or rights) on the account books maintained by any of the Book-Entry Transfer Facilities, together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of the Purchaser, (b) present such Shares and Rights (and all such other Shares, Rights or securities or rights) for transfer on the books of Pennzoil, and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares and Rights (and all such other Shares, Rights or securities or rights), all in accordance with the terms of the Offer. If, on or after June 23, 1997, Pennzoil should declare or pay any cash dividend (other than regular cash dividends on the Shares not in excess of $.25 per Share, quarterly) on the Shares or other distribution on the Shares, or issue with respect to the Shares any additional Shares, shares of any other class of capital stock, other voting securities or any securities convertible into, or rights, warrants or options, conditional or otherwise, to acquire, any of the foregoing, payable or distributable to stockholders of record on a date prior to the transfer of the Shares purchased pursuant to the Offer to the Purchaser and the Supplement or its nominee or transferee on Pennzoil's stock transfer records, then, subject to the provisions of Section 9 of the Supplement, (a) the Offer Price may, in the sole discretion of the Purchaser, be reduced by the amount of any such cash dividend or cash distribution and (b) the whole of any such noncash dividend, distribution or issuance to be received by the tendering stockholders will (i) be received and held by the tendering stockholders for the account of the Purchaser and will be required to be promptly remitted and transferred by each tendering stockholder to the Depositary for the account of the Purchaser, accompanied by appropriate documentation of transfer, or (ii) at the direction of the Purchaser, be exercised for the benefit of the Purchaser, in which case the proceeds of such exercise will promptly be remitted to the Purchaser. Pending such remittance and subject to applicable law, the Purchaser will be entitled to all rights and privileges as owner of any such noncash dividend, distribution, issuance or proceeds and may withhold the entire Offer Price or deduct from the Offer Price the amount or value thereof, as determined by the Purchaser in its sole discretion. The undersigned hereby irrevocably appoints Jack L. Messman, Morris B. Smith and Joseph A. LaSala, Jr., in their respective capacities as officers of the Purchaser, and any individual who shall thereafter proceed to any such office of the Purchaser, and each of them, the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, to vote at any annual or special or adjourned meeting of Pennzoil's stockholders or any adjournment or postponement thereof or otherwise in such manner as each such attorney-in-fact and proxy or his substitute shall in his sole discretion deem proper with respect to, to execute any written consent concerning any matter as each such attorney-in-fact and proxy or his substitute shall in his sole discretion deem proper with respect to, and to otherwise act as each such attorney-in-fact and proxy or his substitute shall in his sole discretion deem proper with respect to, all of the Shares and Rights tendered hereby (and any and all other Shares, Rights or other securities or rights issued or issuable in respect thereof on or after June 23, 1997), which have been accepted for payment by the Purchaser prior to the time of any action is taken and with respect to which the undersigned is entitled to vote. This appointment is effective when, and only to the extent that, the Purchaser accepts for payment such Shares pursuant to the Offer. This power of attorney and proxy are irrevocable and are granted in consideration of the acceptance for payment of such Shares and Rights in accordance with the terms of the Offer. Such acceptance for payment shall, without further action, revoke any prior powers of attorney and proxies appointed by the undersigned at any time with respect to such Shares and Rights (and all such other Shares, Rights or securities or rights), and no subsequent powers of attorney or proxies will be appointed, or be effective, with respect thereto. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares and Rights tendered hereby (and any and all other Shares, Rights or other securities or rights issued or issuable in respect thereof on or after June 23, 1997) and that when the same are accepted for payment by the Purchaser, the Purchaser will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claims. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or the Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the Shares and Rights tendered hereby (and all such other Shares, Rights or securities or rights). The undersigned understands that, unless the Board Action Condition with respect to the Rights is satisfied, stockholders will be required to tender one Right for each Share tendered in order to effect a valid tender of Shares in accordance with the procedures set forth in Section 2 of the Offer to Purchase and Section 2 of the Supplement. If the Distribution Date occurs and separate certificates representing the Rights are distributed to holders of Shares prior to the time Shares are tendered herewith, certificates representing a number of Rights equal to the number of Shares being tendered herewith must be delivered to the Depositary or, if available, a Book-Entry Confirmation must be received by the Depositary with respect thereto, in order for such Shares tendered herewith to be validly tendered. If the Distribution Date occurs and separate certificates representing the Rights are not distributed prior to the time Shares are tendered herewith, Rights may be tendered prior to a stockholder receiving separate certificates for Rights by use of the guaranteed delivery procedures described in Section 2 of the Offer to Purchase and Section 2 of the Supplement. A tender of Shares constitutes an agreement by the tendering stockholder to deliver certificates representing a number of Rights equal to the number of Shares tendered pursuant to the Offer to the Depositary prior to expiration of the period permitted by such guaranteed delivery procedures for delivery of certificates for, or a Book-Entry Confirmation with respect to, Rights (the "Rights Delivery Period"). However, after expiration of the Rights Delivery Period, the Purchaser may elect to reject as invalid a tender of Shares with respect to which certificates for, or a Book-Entry Confirmation with respect to, an equal number of Rights has not been received by the Depositary. Nevertheless, the Purchaser will be entitled to accept for payment Shares tendered by the undersigned prior to the receipt of the certificates for the Rights required to be tendered with such Shares, or a Book-Entry Confirmation with respect to such Rights, and either (a) subject to complying with the applicable rules and regulations of the Securities and Exchange Commission, withhold payment for such Shares pending receipt of the certificates for, or a Book-Entry Confirmation with respect to, such Rights or (b) make payment for Shares accepted for payment pending receipt of the certificates for, or a Book-Entry Confirmation with respect to, such Rights in reliance upon the agreement of a tendering stockholder to deliver Rights and such guaranteed delivery procedures. Any determination by the Purchaser to make payment for Shares in reliance upon such agreement and such guaranteed delivery procedures or, after the expiration of the Rights Delivery Period, to reject a tender as invalid will be made in the sole and absolute discretion of the Purchaser. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, representatives, trustees in bankruptcy, successors and assigns of the undersigned. Except as stated in the Offer, this tender is irrevocable. The undersigned understands that the valid tender of Shares and, if applicable, Rights, pursuant to any one of the procedures described in Section 2 of the Offer to Purchase and Section 2 of the Supplement and in the Instructions hereto will constitute a binding agreement between the undersigned and the Purchaser upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms or conditions of any such extension or amendment). Without limiting the foregoing, if the price to be paid in the Offer is amended in accordance with the Offer, the price to be paid to the undersigned will be the amended price notwithstanding the fact that a different price is stated in this revised Letter of Transmittal. The undersigned recognizes that under certain circumstances set forth in the Offer to Purchase and the Supplement, the Purchaser may not be required to accept for payment any of the Shares tendered hereby. Unless otherwise indicated under "Special Payment Instructions", please issue the check for the purchase price and/or return any certificates for Shares or Rights not tendered or accepted for payment in the name(s) of the registered holder(s) appearing under "Description of Shares Tendered" and "Description of Rights Tendered", respectively. Similarly, unless otherwise indicated under "Special Delivery Instructions", please mail the check for the purchase price and/or return any certificates for Shares or Rights not tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing under "Description of Shares Tendered" and "Description of Rights Tendered", respectively. In the event that both the "Special Payment Instructions" and the "Special Delivery Instructions" are completed, please issue the check for the purchase price and/or return any certificates for Shares or Rights not tendered or accepted for payment (and any accompanying documents, as appropriate) in the name(s) of, and deliver such check and/or return any such certificates (and any accompanying documents, as appropriate) to, the person(s) so indicated. Unless otherwise indicated herein under "Special Payment Instructions", please credit any Shares and Rights tendered herewith by book-entry transfer that are not accepted for payment by crediting the account at the Book-Entry Transfer Facility (as defined herein) designated above. The undersigned recognizes that the Purchaser has no obligation, pursuant to the "Special Payment Instructions", to transfer any Shares or Rights from the name of the registered holder thereof if the Purchaser does not accept for payment any of the Shares or Rights, respectively, so tendered. / / CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN HAVE BEEN LOST OR DESTROYED AND SEE INSTRUCTION 11. NUMBER OF SHARES REPRESENTED BY THE LOST OR DESTROYED CERTIFICATES:________________________________ SPECIAL PAYMENT INSTRUCTIONS (SEE INSTRUCTIONS 1, 5, 6 AND 7) To be completed ONLY if certificates for Shares or Rights are not tendered or not accepted for payment and/or the check for the purchase price of Shares or Rights accepted for payment are to be issued in the name of someone other than the undersigned, or if Shares or Rights delivered by book-entry transfer that are not accepted for payment are to be returned by credit to an account maintained at a Book-Entry Transfer Facility other than the account indicated above. Issue / / Check / / Certificates to: Name: __________________________________________________________________________ (PLEASE PRINT) Address: _______________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER) Credit unpurchased Shares or Rights delivered by book-entry transfer to the Book-Entry Transfer Facility account set forth below: Check appropriate Box: / / The Depository Trust Company / / Philadelphia Depository Trust Company ________________________________________________________________________________ (ACCOUNT NUMBER) SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 1, 5, 6 AND 7) To be completed ONLY if certificates for Shares or Rights are not tendered or not accepted for payment and/or the check for the purchase price of Shares or Rights accepted for payment are to be sent to someone other than the undersigned or to the undersigned at an address other than that indicated above. Mail / / Check / / Certificates to: Name: __________________________________________________________________________ (PLEASE PRINT) Address: _______________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (INCLUDE ZIP CODE) ________________________________________________________________________________ (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER) SIGN HERE (ALSO COMPLETE SUBSTITUTE FORM W-9 BELOW) ________________________________________________________________________________ ________________________________________________________________________________ (Signature(s) of Stockholder(s)) Dated: ------------------------------ (Must be signed by registered holder(s) as name(s) appear(s) on the certificate(s) for the Shares or Rights or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, please provide the following information and see Instruction 5). Name(s)_________________________________________________________________________ (Please Print) Name of Firm:___________________________________________________________________ Capacity (full title):__________________________________________________________ Address:________________________________________________________________________ ________________________________________________________________________________ (Include Zip Code) Area Code and Telephone No.:____________________________________________________ Taxpayer Identification or Social Security No.:_________________________________ GUARANTEE OF SIGNATURE(S) (See Instructions 1 and 5) Authorized Signature:___________________________________________________________ Name:___________________________________________________________________________ (Please Print) Name of Firm:___________________________________________________________________ Address:________________________________________________________________________ ________________________________________________________________________________ (Include Zip Code) Area Code and Telephone No.:____________________________________________________ INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER 1. Guarantee of Signatures. No signature guarantee is required on this Letter of Transmittal (a) if this Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section, includes any participant in any of the Book-Entry Transfer Facilities' systems whose name appears on a security position listing as the owner of the Shares) of Shares and Rights tendered herewith, unless such registered holder(s) has completed either the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" on the reverse hereof or (b) if such Shares and Rights are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program (an "Eligible Institution"). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5. 2. Delivery of Letter of Transmittal and Shares. This Letter of Transmittal is to be completed by stockholders either if certificates are to be forwarded herewith or, unless an Agent's Message is utilized, if delivery of Shares and/or Rights is to be made by book-entry transfer pursuant to the procedures set forth in Section 2 of the Offer to Purchase and Section 2 of the Supplement. For a stockholder validly to tender Shares and Rights pursuant to the Offer, either (a) a properly completed and duly executed Letter of Transmittal (or facsimile thereof), together with any required signature guarantees or an Agent's Message (in connection with book-entry transfer) and any other required documents, must be received by the Depositary at one of its addresses set forth herein prior to the Expiration Date and either (i) certificates for tendered Shares and Rights must be received by the Depositary at one of such addresses prior to the Expiration Date or (ii) Shares and Rights must be delivered pursuant to the procedures for book-entry transfer set forth herein and a Book-Entry Confirmation must be received by the Depositary prior to the Expiration Date or (b) the tendering stockholder must comply with the guaranteed delivery procedures set forth below and in Section 2 of the Offer to Purchase and Section 2 of the Supplement. Unless the Board Action Condition with respect to the Rights is satisfied, stockholders will be required to tender one Right for each Share tendered in order to effect a valid tender of Shares. Unless the Distribution Date occurs, a tender of Shares will also constitute a tender of the associated Rights. The Rights are currently represented by the certificates for the Shares with respect to which the Rights were issued. The Rights Agreement provides that until the close of business on the Distribution Date, the Rights will be evidenced by the certificates for the Shares and may be transferred with and only with the Shares. The Rights Agreement further provides that, as soon as practicable following the Distribution Date, separate certificates representing the Rights are to be mailed by the Company or the Rights Agent to holders of record of Shares as of the close of business on the Distribution Date. If the Distribution Date occurs and separate certificates representing the Rights are distributed prior to the time Shares are tendered herewith, certificates representing a number of Rights equal to the number of Shares being tendered herewith must be delivered to the Depositary or, if available, a Book-Entry Confirmation must be received by the Depositary with respect thereto, in order for such Shares tendered herewith to be validly tendered. If the Distribution Date occurs and separate certificates representing the Rights are not distributed prior to the time Shares are tendered herewith, Rights may be tendered prior to a stockholder receiving separate certificates for Rights by use of the guaranteed delivery procedures described below. Stockholders whose certificates for Shares or Rights are not immediately available (including because certificates for Rights have not yet been distributed by Pennzoil or the Rights Agent) or who cannot deliver their certificates and all other required documents to the Depositary prior to the Expiration Date or who cannot comply with the book-entry transfer procedure on a timely basis may tender their Shares and Rights by properly completing and duly executing the Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedure set forth in Section 2 of the Offer to Purchase. Pursuant to such procedures, (i) such tender must be made by or through an Eligible Institution, (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Purchaser, must be received by the Depositary prior to the Expiration Date and (iii) the certificates for all tendered Shares and/or Rights, in proper form for transfer (or a Book-Entry Confirmation with respect to all tendered Shares and/or Rights), together with a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), with any required signature guarantees, or, in the case of a book-entry transfer, an Agent's Message, and any other required documents are received by the Depositary within (a) in the case of Shares, three trading days after the date of execution of such Notice of Guaranteed Delivery or (b) in the case of Rights, a period ending on the later of (1) three trading days after the date of execution of such Notice of Guaranteed Delivery or (2) three business days (as defined in the Offer to Purchase) after the date certificates for Rights are distributed to stockholders by the Company or the Rights Agent, all as provided in Section 2 of the Offer to Purchase. A "trading day" is any day on which the New York Stock Exchange (the "NYSE") is open for business. The term "Agent's Message" means a message, transmitted by a Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering the Shares, that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that the Purchaser may enforce such agreement against the participant. The signatures on this Letter of Transmittal cover the Shares and the Rights tendered hereby whether or not such Rights are delivered simultaneously with such Shares. THE METHOD OF DELIVERY OF THE SHARES, THE RIGHTS, THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. THE SHARES WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. No alternative, conditional or contingent tenders will be accepted, and no fractional Shares or Rights will be purchased. All tendering stockholders, by executing this Letter of Transmittal (or facsimile thereof), waive any right to receive any notice of the acceptance of their Shares or Rights for payment. 3. Inadequate Space. If the space provided herein is inadequate, the number of Shares and Rights tendered and the Share certificate numbers with respect to such Shares and Rights should be listed on a separate signed schedule attached hereto. 4. Partial Tenders. (Not applicable to stockholders who tender by book-entry transfer). If fewer than all the Shares or Rights evidenced by any certificate submitted are to be tendered, fill in the number of Shares or Rights that are to be tendered in the box entitled "Number of Shares Tendered" or "Number of Rights Tendered", as appropriate. In any such case, new certificate(s) for the remainder of the Shares or Rights that were evidenced by the old certificate(s) will be sent to the registered holder, unless otherwise provided in the appropriate box on this Letter of Transmittal, as soon as practicable after the Expiration Date or the termination of the Offer. All Shares and Rights represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated. 5. Signatures on Letter of Transmittal, Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the Shares and Rights tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificate(s) without alteration, enlargement or any change whatsoever. If any of the Shares or Rights tendered hereby are held of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any of the tendered Shares or Rights are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates. If this Letter of Transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Purchaser of the authority of such person so to act must be submitted. If this Letter of Transmittal is signed by the registered holder(s) of the Shares and Rights listed and transmitted hereby, no endorsements of certificates or separate stock powers are required unless payment or certificates for Shares or Rights not tendered or accepted for payment are to be issued in the name of a person other than the registered holder(s). Signatures on any such certificates or stock powers must be guaranteed by an Eligible Institution. If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Shares and Rights evidenced by certificates listed and transmitted hereby, the certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on the certificates. Signature(s) on any such certificates or stock powers must be guaranteed by an Eligible Institution. 6. Stock Transfer Taxes. Except as set forth in this Instruction 6, the Purchaser will pay any stock transfer taxes with respect to the transfer and sale of Shares or Rights to it or its order pursuant to the Offer. If, however, payment of the purchase price is to be made to, or if certificates for Shares or Rights not tendered or accepted for payment are to be registered in the name of, any person other than the registered holder(s), or if tendered certificates are registered in the name of any person other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder(s) or such person) payable on account of the transfer to such person will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted. EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATES LISTED IN THIS LETTER OF TRANSMITTAL. 7. Special Payment and Delivery Instructions. If a check is to be issued in the name of, and/or certificates for Shares or Rights not accepted for payment are to be returned to a person other than the signer of this Letter of Transmittal or if a check is to be sent and/or such certificates are to be returned to a person other than the signer of this Letter of Transmittal, or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. Any stockholder(s) delivering Shares or Rights by book-entry transfer may request that Shares or Rights not purchased be credited to such account maintained at a Book-Entry Transfer Facility as such stockholder(s) may designate. If no such instructions are given, any such Shares not purchased will be returned by crediting the account at the Book-Entry Transfer Facilities designated above. 8. Requests for Assistance or Additional Copies. Questions and requests for assistance or additional copies of the Offer to Purchase, the Supplement, this Letter of Transmittal, the Notice of Guaranteed Delivery and the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 may be directed to the Information Agent or the Dealer Manager at their respective addresses or telephone numbers set forth below. 9. Waiver of Conditions. The Purchaser reserves the absolute right in its sole discretion to waive, at any time or from time to time, any of the specified conditions of the Offer, in whole or in part, in the case of any Shares or Rights tendered. 10. Backup Withholding. In order to avoid "backup withholding" of Federal income tax on payments of cash pursuant to the Offer, a stockholder surrendering Shares in the Offer must, unless an exemption applies, provide the Depositary with such stockholder's correct taxpayer identification number ("TIN") on Substitute Form W-9 in this Letter of Transmittal and certify under penalties of perjury that such TIN is correct and that such stockholder is not subject to backup withholding. If a stockholder does not provide such stockholder's correct TIN or fails to provide the certifications described above, the Internal Revenue Service (the "IRS") may impose a $50 penalty on such stockholder and payment of cash to such stockholder pursuant to the Offer may be subject to backup withholding of 31%. Backup withholding is not an additional income tax. Rather, the amount of the backup withholding can be credited against the Federal income tax liability of the person subject to the backup withholding, provided that the required information is given to the IRS. If backup withholding results in an overpayment of tax, a refund can be obtained by the stockholder upon filing an income tax return. The stockholder is required to give the Depositary the TIN (i.e., social security number or employer identification number) of the record owner of the Shares. If the Shares are held in more than one name or are not in the name of the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional guidance on which number to report. The box in Part 3 of the Substitute Form W-9 may be checked if the tendering stockholder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked, the stockholder or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the box in Part 3 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Depositary will withhold 31% on all payments made prior to the time a properly certified TIN is provided to the Depositary. However, such amounts will be refunded to such stockholder if a TIN is provided to the Depositary within 60 days. Certain stockholders (including, among others, all corporations and certain foreign individuals and entities) are not subject to backup withholding. Noncorporate foreign stockholders should complete and sign the main signature form and a Form W-8, Certificate of Foreign Status, a copy of which may be obtained from the Depositary, in order to avoid backup withholding. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for more instructions. 11. Lost, Destroyed or Stolen Certificates. If any certificate(s) representing Shares or Rights has been lost, destroyed or stolen, the stockholder should promptly notify the Depositary by checking the box immediately preceding the special payment/special delivery instructions and indicating the number of Shares or Rights lost. The stockholder will then be instructed as to the steps that must be taken in order to replace the certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost or destroyed certificates have been followed. IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF) TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENT'S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE AND EITHER CERTIFICATES FOR TENDERED SHARES AND RIGHTS MUST BE RECEIVED BY THE DEPOSITARY OR SHARES AND RIGHTS MUST BE DELIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH CASE PRIOR TO THE EXPIRATION DATE, OR THE TENDERING STOCKHOLDER MUST COMPLY WITH THE PROCEDURES FOR GUARANTEED DELIVERY. (DO NOT WRITE IN SPACES BELOW) Date Received ____________ Accepted By ________________ Checked By _____________ SHARES | SHARES | SHARES | CHECK | AMOUNT | SHARES | CERTIFICATE | SURRENDERED | TENDERED | ACCEPTED | NO. | OF CHECK | RETURNED | NO. | Delivery Prepared By ______________ Checked By ______________ Date _____________ IMPORTANT TAX INFORMATION Under Federal income tax law, a stockholder whose tendered Shares are accepted for payment is required to provide the Depositary (as payer) with such stockholder's correct taxpayer identification number on Substitute Form W-9 below. If such stockholder is an individual, the taxpayer identification number is his social security number. If a tendering stockholder is subject to backup withholding, he must cross out item (2) of the Certification box on the Substitute Form W-9. If the Depositary is not provided with the correct taxpayer identification number, the stockholder may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, payments that are made to such stockholder with respect to Shares purchased pursuant to the Offer may be subject to backup withholding. Certain stockholders (including, among others, all corporations, and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, that stockholder must submit a statement, signed under penalties of perjury, attesting to that individual's exempt status. Such statements can be obtained from the Depositary. Exempt stockholders, other than foreign individuals, should furnish their TIN, write "Exempt" on the face of the Substitute Form W-9 below, and sign, date and return the Substitute Form W-9 to the Depositary. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional instructions. If backup withholding applies, the Depositary is required to withhold 31% of any payments made to the stockholder. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service. PURPOSE OF SUBSTITUTE FORM W-9 To prevent backup withholding on payments that are made to a stockholder with respect to Shares purchased pursuant to the Offer, the stockholder is required to notify the Depositary of his or her correct taxpayer identification number by completing the form below certifying that the taxpayer identification number provided on Substitute Form W-9 is correct (or that such stockholder is awaiting a taxpayer identification number). WHAT NUMBER TO GIVE THE DEPOSITARY The stockholder is required to give the Depositary the social security number or employer identification number of the record owner of the Shares. If the Shares are in more than one name or are not in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance on which number to report. If the tendering stockholder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, he should write "Applied For" in the space provided for in the TIN in Part I, and sign and date the Substitute Form W-9. If "Applied For" is written in Part I and the Depositary is not provided with a TIN within 60 days, the Depositary will withhold 31% on all payments of the purchase price until a TIN is provided to the Depositary. PAYER'S NAME: THE BANK OF NEW YORK SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE Social Security Number FORM W-9 BOX AT RIGHT AND CERTIFY BY SIGNING OR___________________________________ AND DATING BELOW. Employer Identification Number --------------------------------------------------------------------------- DEPARTMENT OF THE PART 2 -- CERTIFICATION -- Under penalties of perjury, I certify that: TREASURY (1) The number shown on this form is my correct Taxpayer Identification INTERNAL REVENUE Number (or I am waiting for a number to be issued to me) and SERVICE (2) I am not subject to backup withholding either because: (a) I am Payer's Request for exempt from backup withholding, or (b) I have not been notified by Taxpayer the Internal Revenue Service (the "IRS") that I am subject to backup Identification withholding as a result of a failure to report all interest or Number ("TIN") dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding. CERTIFICATION INSTRUCTIONS -- You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are currently subject to backup withholding because of under-reporting interest or dividends on your tax returns. However, if after being notified by the IRS that you were subject to backup withholding, you receive another notification from the IRS that you are no longer subject to backup withholding, do not cross out such item (2). (Also see instructions in the enclosed Guidelines). ---------------------------------------------------------------------------------------
SIGNATURE___________________________ DATE____________ PART 3 -- Awaiting TIN / /
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY CASH PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL INFORMATION. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9. CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a Taxpayer Identification Number has not been issued to me, and either (1) I have mailed or delivered an application to receive a Taxpayer Identification Number to the appropriate Internal Revenue Service Center or Social Security Administration Officer or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a Taxpayer Identification Number to the Depositary by the time of payment, 31% of all reportable payments made to me will be withheld, but that such amounts will be refunded to me if I provide a certified Taxpayer Identification Number to the Depositary within sixty (60) days. Signature________________________________ Date _______ The Information Agent for the Offer is: MORROW & CO., INC. 909 Third Avenue 20th Floor New York, NY 10022 Toll Free (800) 566-9061 Banks and Brokerage Firms please call: (800) 662-5200 The Dealer Manager for the Offer is: SMITH BARNEY INC. 388 Greenwich Street New York, New York 10013 (212) 816-7346 GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYOR.--Social Security numbers have nine digits separated by two hyphens: i.e. 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e. 00-0000000. The table below will help determine the number to give the payor. - -------------------------------------------------------------------------------- GIVE THE TAXPAYER IDENTIFICATION FOR THIS TYPE OF ACCOUNT: NUMBER OF-- - -------------------------------------------------------------------------------- 1. An individual's account The individual 2. Two or more individuals (joint The actual owner of the account or, account) if combined funds, the first individual on the account(1) 3. Husband and wife The actual owner of the account or, (joint account) if joint funds, either person(1) 4. Custodian account of a minor (Uniform The minor(2) Gift to Minors Act) 5. Adult and minor The adult or, if the minor is the (joint account) only contributor, the minor(1) - -------------------------------------------------------------------------------- GIVE THE TAXPAYER IDENTIFICATION FOR THIS TYPE OF ACCOUNT: NUMBER OF-- - -------------------------------------------------------------------------------- 9. A valid trust, estate, or pension The legal entity (Do not furnish the trust identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)(5) 10. Corporate account The corporation 11. Religious, charitable, or educational The organization organization account 12. Partnership account held in the name The partnership of the business 13. Association, club, or other The organization tax-exempt organization 14. A broker or registered nominee The broker or nominee - -------------------------------------------------------------------------------- (1) List first and circle the name of the person whose number you furnish. (2) Circle the minor's name and furnish the minor's social security number. (3) Circle the ward's, minor's or incompetent person's name and furnish such person's social security number. (4) Show your individual name. You may also enter your business name. You may use either your social security number or your employer identification number. (5) List first and circle the name of the legal trust, estate or pension trust. NOTE: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed. GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 PAGE 2 OBTAINING A NUMBER If you do not have a taxpayer identification number or you don't know your number, obtain Form SS-5, Application for a Social Security Number Card (for individuals), or Form SS-4, Application for Employer Identification Number (for businesses and all other entities), at the local office of the Social Security Administration or the Internal Revenue Service (the "IRS") and apply for a number. PAYEES AND PAYMENTS EXEMPT FROM BACKUP WITHHOLDING The following is a list of payees exempt from backup withholding and for which no information reporting is required. For interest and dividends, all listed payees are exempt except item (9). For broker transactions, payees listed in items (1) through (13) and a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker are exempt. Payments subject to reporting under sections 6041 and 6041A are generally exempt from backup withholding only if made to payees described in items (1) through (7), except a corporation that provides medical and health care services or bills and collects payments for such services is not exempt from backup withholding or information reporting. Only payees described in items (2) through (6) are exempt from backup withholding for barter exchange transactions, patronage dividends, and payments by certain fishing boat operators. (1) A corporation. (2) An organization exempt from tax under section 501(a), or an IRA, or a custodial account under section 403(b)(7). (3) The United States or any of its agencies or instrumentalities. (4) A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities. (5) A foreign government or any of its political subdivisions, agencies or instrumentalities. (6) An international organization or any of its agencies or instrumentalities. (7) A foreign central bank of issue. (8) A dealer in securities or commodities required to register in the United States or a possession of the United States. (9) A futures commission merchant registered with the Commodity Futures Trading Commission. (10) A real estate investment trust. (11) An entity registered at all times during the tax year under the Investment Company Act of 1940. (12) A common trust fund operated by a bank under section 584(a). (13) A financial institution. (14) A middleman known in the investment community as a nominee or listed in the most recent publication of the American Society of Corporate Secretaries, Inc., Nominee List. (15) A trust exempt from tax under section 664 or described in section 4947. Payments of dividends and patronage dividends not generally subject to backup withholding include the following: o Payments to nonresident aliens subject to withholding under Section 1441 of the Code. o Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident partner. o Payments of patronage dividends where the amount received is not paid in money. o Payments made by certain foreign organizations. o Payments made to a nominee. Payments of interest not generally subject to backup withholding include the following: o Payments of interest on obligations issued by individuals. NOTE: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer's trade or business and you have not provided your correct taxpayer identification number to the payor. o Payments of tax-exempt interest (including exempt-interest dividends under Section 852 of the Code). o Payments described in Section 6049(b)(5) of the Code to non-resident aliens. o Payments on tax-free covenant bonds under Section 1451 of the Code. o Payments made by certain foreign organizations. o Payments of mortgage interest to you. o Payments made to an appropriate nominee. Exempt payees described above should file substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYOR, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYOR. IF YOU ARE A NON-RESIDENT ALIEN OR A FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH PAYOR A COMPLETED INTERNAL REVENUE FORM W-8 (CERTIFICATE OF FOREIGN STATUS). Certain payments other than interest, dividends, and patronage dividends, that are not subject to information reporting are also not subject to backup withholding. For details, see Sections 6041, 6041A(a), 6045, and 6050A and 6050N of the Code and the regulations promulgated thereunder. PRIVACY ACT NOTICE.--Section 6109 requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payors who must report the payments to the IRS. The IRS uses the numbers for identification purposes. Payors must generally withhold 31% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payor. Certain penalties may also apply. PENALTIES (1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail to furnish your correct taxpayer identification number to a payor, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. (2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500. (3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE. EX-99.(A)(28) 4 COVER LETTER [UNION PACIFIC RESOURCES GROUP LETTERHEAD] October 7, 1997 Dear Pennzoil Shareholder: UPR HAS REVISED ITS OFFER - ALL CASH FOR ALL SHARES --------------------------------------------------- Union Pacific Resources Group Inc. (UPR) has revised its offer to purchase Pennzoil shares and is now offering $84 per share in cash for all Pennzoil shares. This revises the proposal UPR made in June to purchase Pennzoil shares for a combination of cash and stock. The $84 per share price is 41% higher than the closing price on the trading day prior to the day we announced our offer in June and is 56% higher than the average closing price for the 12 months prior to the announcement of our offer in June. Pennzoil is Trying to Prevent You from Receiving $84 Per Share -------------------------------------------------------------- Despite this substantial premium, Pennzoil's Board has repeatedly refused to allow you to receive the value of our offer. Instead, Pennzoil's Board has put forward a smokescreen of excuses for its refusal. Our revised offer eliminates Pennzoil's excuses. Tell Pennzoil's Board You Want $84 Per Share - Tender Your Shares ----------------------------------------------------------------- You can send the Board a message that you want our $84 per share cash offer by tendering your shares into UPR's offer before the deadline of November 5, 1997. To tender your shares, do ONE of 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 have any questions or need assistance in tendering your shares, call Morrow & Co., UPR's information agent, at 1-800-566-9061. Even though you may be sending in your actual Pennzoil stock certificates, they still belong to you and can be withdrawn if you wish to sell your shares in the open market. If we are able to complete our offer, you will receive $84 in cash for each of your shares. If you have already tendered your shares, you do not need to do anything further regarding your shares. If you have not tendered your shares yet, you must do so by November 5, 1997 if you want to take advantage of UPR's $84 per share cash offer. Thank you very much. Sincerely, /s/ Jack L. Messman Jack L. Messman Chairman and CEO P.S. In addition to tendering your shares into UPR's offer, you can send Pennzoil a message by contacting the Pennzoil Board of Directors now and telling them that you support UPR's $84 per share cash offer. A contact list for the Pennzoil Board is on the reverse side of this letter. We are enclosing a Supplement which, together with the Offer to Purchase and the Letter of Transmittal, describes the revised offer. - -------------------------------------------------------------------------------- Office - -------------------------------------------------------------------------------- Howard H. Baker, Jr. Baker, Donelson, Bearman & Caldwell 801 Pennsylvania Avenue, N.W. Suite 800 Washington, D.C. 20004 202-508-3400 202-508-3402 (Fax) - -------------------------------------------------------------------------------- W. J. Bovaird c/o Pennzoil Company 700 Milam P.O. Box 2967 Houston, Texas 77252 713-546-8966 713-546-6050 (Fax) - -------------------------------------------------------------------------------- W. L. Lyons Brown, Jr. c/o Pennzoil Company 700 Milam P.O. Box 2967 Houston, Texas 77252 713-546-8966 713-546-6050 (Fax) - -------------------------------------------------------------------------------- Harry H. Cullen Harry H. Cullen P.O. Box 3331 Houston, Texas 77253-3331 713-651-8844 713-651-8866 (Fax) - -------------------------------------------------------------------------------- Ernest H. Cockrell Cockrell Oil Corporation 1600 Smith, Ste. 4600 Houston, Texas 77002-7348 713-209-7300 713-209-7450 (Fax) - -------------------------------------------------------------------------------- Alfonso Fanjul Okeelanta Corporation P.O. Box 1059 Palm Beach, Florida 33480 for FEDERAL EXPRESS: 316 Royal Poinclana Plaza 561-655-6303 561-659-3206 (Fax) - -------------------------------------------------------------------------------- Berdon Lawrence Hollywood Marine Inc. 55 Waugh Dr., Ste. 1000 Houston, Texas 77007-5840 713-868-1661 713-868-6422 (Fax) - -------------------------------------------------------------------------------- James L. Pate Pennzoil Company 700 Milam P.O. Box 2967 Houston, Texas 77252 713-546-8966 713-546-6050 (Fax) - -------------------------------------------------------------------------------- Gen. Brent Scowcroft 1750 K Street, N.W. Suite 800 Washington, D.C. 20006 202-296-9365 202-296-9395 (Fax) - -------------------------------------------------------------------------------- Gerald B. Smith Smith, Graham & Co. Texas Commerce Tower 600 Travis, Ste. 6900 Houston, Texas 77002 713-227-1100 713-223-0844 (Fax) - -------------------------------------------------------------------------------- Cyril Wagner, Jr. Wagner & Brown, LTD Oil Gas Production P.O. Box 1714 300 Marienfeld Street, Ste. 1100 Midland, Texas 79701 915-682-7936 915-686-5928 (Fax) - -------------------------------------------------------------------------------- EX-99.(A)(29) 5 NOTICE OF GUARANTEED DELIVERY NOTICE OF GUARANTEED DELIVERY for TENDER OF SHARES OF COMMON STOCK (Including the Associated Preferred Stock Purchase Rights) of PENNZOIL COMPANY to RESOURCES NEWCO, INC., a wholly owned subsidiary of UNION PACIFIC RESOURCES GROUP INC. (Not To Be Used For Signature Guarantees) This revised Notice of Guaranteed Delivery, or one substantially equivalent hereto, must be used to accept the Offer (as defined below) if certificates representing shares of Common Stock, par value $0.83 1/3 per share (including the associated Rights, as defined in the Offer to Purchase) (collectively, the "Shares"), of Pennzoil Company, a Delaware corporation, are not immediately available, if the procedure for book-entry transfer cannot be completed on a timely basis, or if time will not permit all required documents to reach the Depositary prior to the Expiration Date (as defined in Section 1 of the Supplement). Such form may be delivered by hand or transmitted by facsimile transmission or mail to the Depositary. See Section 2 of the Offer to Purchase and Section 2 of the Supplement. The Depositary for the Offer is: THE BANK OF NEW YORK By Mail: Facsimile Transmission: By Hand or Overnight Tender & Exchange Department (212) 815-6213 Courier: P.O. Box 11248 (For Eligible Tender & Exchange Department Church Street Station Institutions Only) 101 Barclay Street New York, New York Receive and Deliver Window 10286-1248 Confirm by Telephone: New York, New York 10286 (800) 507-9357
------------------------------------- DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. Ladies and Gentlemen: The undersigned hereby tenders to Resources Newco, Inc., a Delaware corporation and a wholly owned subsidiary of Union Pacific Resources Group Inc., a Utah corporation, upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 23, 1997, the Supplement dated October 7, 1997 and the related revised Letter of Transmittal (which, together with any amendments or supplements thereto, constitute the "Offer"), receipt of which is hereby acknowledged, ____________ shares of Common Stock, par value $0.83 1/3 per share (the "Shares"), of Pennzoil Company, a Delaware corporation, pursuant to the guaranteed delivery procedure set forth in Section 2 of the Offer to Purchase and Section 2 of the Supplement. Signature(s)_______________________ Address(es)_______________________________ ___________________________________ __________________________________________ (Zip Code) Name of Record Holder(s):__________ Area Code and Tel. No(s)._________________ ___________________________________ Complete and check ONE box if Shares will be tendered by book-entry transfer: Certificate No(s). (if available): ___________________________________ Account No. _______________ at ___________________________________ / / The Depository Trust Company ___________________________________ / / Philadelphia Depository Trust Company ___________________________________ GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE) The undersigned, a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program guarantees delivery to the Depositary, at one of its addresses set forth above, of certificates representing the Shares tendered hereby in proper form for transfer, or confirmation of book-entry transfer of such Shares into the Depositary's accounts at The Depository Trust Company or the Philadelphia Depository Trust Company, in each case with delivery of a properly completed and duly executed Letter of Transmittal (or facsimile thereof), and any other required documents, within three New York Stock Exchange, Inc. trading days after the date hereof. __________________________________________ (Name of Firm) __________________________________________ (Authorized Signature) __________________________________________ (Name) __________________________________________ (Address) __________________________________________ (Zip Code) __________________________________________ (Area Code and Telephone No.) Dated: _____________ NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL. EX-99.(A)(30) 6 LETTER TO BROKERS Offer to Purchase for Cash All Outstanding Shares of Common Stock (Including the Associated Preferred Stock Purchase Rights) of Pennzoil Company at $84.00 Net Per Share in Cash by Resources Newco, Inc., a wholly owned subsidiary of Union Pacific Resources Group Inc. - -------------------------------------------------------------------------------- THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, NOVEMBER 5, 1997, UNLESS THE OFFER IS EXTENDED. SHARES WHICH ARE TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE. - -------------------------------------------------------------------------------- October 7, 1997 TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES: We have been appointed by Resources Newco, Inc., a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Union Pacific Resources Group Inc., a Utah corporation ("UPR"), to act as Dealer Manager in connection with the Purchaser's offer to purchase all outstanding shares of Common Stock, par value $0.83 1/3 per share (the "Common Stock"), of Pennzoil Company, a Delaware corporation ("Pennzoil"), together with the associated preferred stock purchase rights (the "Rights") issued pursuant to the Rights Agreement, dated as of October 28, 1994 (the "Rights Agreement"), between Pennzoil and Chemical Bank, as Rights Agent (the Common Stock, together with the Rights hereinafter referred to as the "Shares") at $84.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Purchaser's Offer to Purchase dated June 23, 1997, Supplement dated October 7, 1997 and the related revised Letter of Transmittal (which, together with any amendments or supplements thereto, constitute the "Offer") enclosed herewith. For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents: 1. Supplement dated October 7, 1997; 2. Revised Letter of Transmittal for your use and for the information of your clients, together with Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 providing information relating to backup federal income tax withholding; 3. Revised Notice of Guaranteed Delivery to be used to accept the Offer if certificates for Shares and all other required documents cannot be delivered to the Depositary by the Expiration Date (as defined in the Supplement) or if the procedure for book-entry transfer cannot be completed on a timely basis; 4. A form of letter which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Offer; and 5. A return envelope addressed to The Bank of New York, the Depositary. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the Purchaser will accept for payment and pay for all of the Shares which are validly tendered prior to the Expiration Date and not theretofore properly withdrawn when, as and if the Purchaser gives oral or written notice to the Depositary of the Purchaser's acceptance of such Shares for payment pursuant to the Offer. Payment for Shares purchased pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of certificates for such Shares, or timely confirmation of a book-entry transfer of such Shares into the Depositary's account at The Depository Trust Company or the Philadelphia Depository Trust Company, pursuant to the procedures described in Section 2 of the Offer to Purchase and Section 2 of the Supplement, a properly completed and duly executed Letter of Transmittal (or a properly completed and manually signed facsimile thereof) or an Agent's Message in connection with a book-entry transfer, and all other documents required by the Letter of Transmittal. The Purchaser will not pay any fees or commissions to any broker or dealer or other person (other than the Dealer Manager and the Information Agent as described in the Offer to Purchase) for soliciting tenders of Shares pursuant to the Offer. The Purchaser will, however, upon request, reimburse brokers, dealers, commercial banks and trust companies for reasonable and necessary costs and expenses incurred by them in forwarding materials to their customers. The Purchaser will pay or cause to be paid all stock transfer taxes applicable to its purchase of Shares pursuant to the Offer, subject to Instruction 6 of the enclosed revised Letter of Transmittal. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, NOVEMBER 5, 1997, UNLESS THE OFFER IS EXTENDED. In order to take advantage of the Offer, a duly executed and properly completed revised Letter of Transmittal (or facsimile thereof), with any required signature guarantees, or an Agent's Message (as defined in the Offer to Purchase) in connection with a book-entry delivery of Shares, and any other required documents, should be sent to the Depositary, and certificates representing the tendered Shares should be delivered or such Shares should be tendered by book-entry transfer, all in accordance with the Instructions set forth in the revised Letter of Transmittal, the Offer to Purchase and the Supplement. If holders of Shares wish to tender, but it is impracticable for them to forward their certificates or other required documents or to complete the procedure for delivery by book-entry transfer prior to the expiration of the Offer, a tender may be effected by following the guaranteed delivery procedures specified under Section 2 in the Offer to Purchase and Section 2 of the Supplement. Any inquiries you may have with respect to the Offer should be addressed to, and additional copies of the enclosed materials may be obtained from, the Information Agent or the undersigned at the addresses and telephone numbers set forth on the back cover of the Offer to Purchase or the Supplement. Very truly yours, SMITH BARNEY INC. NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF THE PURCHASER, UPR, THE DEALER MANAGER, THE INFORMATION AGENT OR THE DEPOSITARY, OR ANY AFFILIATE OF ANY OF THE FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN. 2 EX-99.(A)(31) 7 LETTER TO CLIENTS Offer to Purchase for Cash All Outstanding Shares of Common Stock (Including the Associated Preferred Stock Purchase Rights) of PENNZOIL COMPANY at $84.00 NET PER SHARE IN CASH by RESOURCES NEWCO, INC., a wholly owned subsidiary of UNION PACIFIC RESOURCES GROUP INC. ----------------------------------------------------------------------------- THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, NOVEMBER 5, 1997, UNLESS THE OFFER IS EXTENDED. SHARES WHICH ARE TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE. ----------------------------------------------------------------------------- TO OUR CLIENTS: Enclosed for your consideration are the Supplement dated October 7, 1997 (the "Supplement") to the Offer to Purchase dated June 23, 1997 and the revised Letter of Transmittal (which, together with any amendments or supplements thereto, constitute the "Offer") in connection with the offer by Resources Newco, Inc., a Delaware corporation (the "Purchaser"), a wholly owned subsidiary of Union Pacific Resources Group Inc., a Utah corporation, to purchase for cash all outstanding shares of Common Stock, par value $0.83 1/3 per share (the "Common Stock"), of Pennzoil Company, a Delaware corporation ("Pennzoil"), together with the associated preferred stock purchase rights (the "Rights") issued pursuant to the Rights Agreement, dated as of October 28, 1994, between Pennzoil and Chemical Bank, as Rights Agent (the Common Stock, together with the Rights, are referred to herein as the "Shares"). We are the holder of record of Shares held for your account. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions. The enclosed revised Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Shares held by us for your account. We request instructions as to whether you wish us to tender any or all of the Shares held by us for your account, upon the terms and subject to the conditions set forth in the Offer. Your attention is invited to the following: 1. The tender price is $84.00 per Share, net to you in cash without interest, and the Offer is now being made for all outstanding Shares. 2. The Offer and withdrawal rights expire at 12:00 Midnight, New York City time, on Wednesday, November 5, 1997, unless the Offer is extended. 3. The Offer is conditioned upon, among other things, a minimum of 25,163,657 Shares being properly tendered prior to the Expiration Date (as defined in Section 1 of the Supplement) and not withdrawn. 4. Any stock transfer taxes applicable to the sale of Shares to the Purchaser pursuant to the Offer will be paid by the Purchaser, except as otherwise provided in Instruction 6 of the Letter of Transmittal. Except as disclosed in the Offer to Purchase, the Purchaser is not aware of any state in which the making of the Offer is prohibited by administrative or judicial action pursuant to any valid state statute. In any jurisdiction in which the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Purchaser by the Dealer Manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction. If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing and returning to us the instruction form enclosed herewith. An envelope to return your instructions to us is enclosed. If you authorize tender of your Shares, all such Shares will be tendered unless otherwise specified on the following page. Your instructions should be forwarded to us in ample time to permit us to submit a tender on your behalf prior to the expiration of the Offer. STOCKHOLDERS WHO HAVE PREVIOUSLY VALIDLY TENDERED SHARES PURSUANT TO THE OFFER USING THE BLUE LETTER OF TRANSMITTAL OR THE YELLOW NOTICE OF GUARANTEED DELIVERY AND WHO HAVE NOT PROPERLY WITHDRAWN SUCH SHARES HAVE VALIDLY TENDERED SUCH SHARES FOR THE PURPOSES OF THE OFFER, AS AMENDED, AND NEED NOT TAKE ANY FURTHER ACTION. 2 INSTRUCTIONS WITH RESPECT TO OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK (INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS) OF PENNZOIL COMPANY The undersigned acknowledge(s) receipt of your letter and the enclosed Supplement dated October 7, 1997 to the Offer to Purchase dated June 23, 1997, and the related Letter of Transmittal, in connection with the Offer by Resources Newco, Inc., a Delaware corporation and a wholly owned subsidiary of Union Pacific Resources Group Inc., a Utah corporation, to purchase all outstanding shares of Common Stock, par value $0.83 1/3 per share (the "Common Stock"), of Pennzoil Company, a Delaware corporation ("Pennzoil"), together with the associated preferred stock purchase rights (the "Rights") issued pursuant to the Rights Agreement, dated as of October 28, 1994, between Pennzoil and Chemical Bank, as Rights Agent (the Common Stock and the Rights are referred to herein as the "Shares"). This will instruct you to tender the number of Shares indicated below (or if no number is indicated below, all Shares) held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer. - ------------------------------------ SIGN HERE Number of Shares to be Tendered:* ______________________ Shares - ------------------------------------ _________________________________________ Signature(s) Dated:______________________________ _________________________________________ _________________________________________ Please print name(s) and address(es) here - ------------------ * Unless otherwise indicated, it will be assumed that all Shares held by us for your account are to be tendered. 3 EX-99.(A)(32) 8 PRESS RELEASE Union Pacific Resources Group Inc. News Release [UPR LOGO] - -------------------------------------------------------------------------------- UPR REVISES OFFER FOR PENNZOIL TO $84 PER SHARE CASH FOR ALL SHARES All Cash Proposal Eliminates Pennzoil Excuses For Denying Shareholders Right to Choose UPR Also Proposes Opportunity for Pennzoil Shareholders to Benefit from Any Increase in Value of Pennzoil International E&P Properties, If Pennzoil Negotiates FOR IMMEDIATE RELEASE -- Fort Worth, TX - Oct. 6, 1997 - Union Pacific Resources Group Inc. (NYSE: UPR) today announced a revised offer to acquire Pennzoil Company. UPR is now offering to purchase all outstanding shares of Pennzoil common stock for cash at $84 per share. This offer is not conditioned upon financing. "Our revised offer requires the Pennzoil Board to demonstrate to its shareholders how Pennzoil, on its own, can provide value greater than our offer," said Jack L. Messman, Chairman and Chief Executive Officer of UPR. "This all cash proposal offers Pennzoil shareholders two clear alternatives: receive $84 per share in cash today from UPR, or hold Pennzoil stock indefinitely in the hope that Pennzoil's undisclosed strategic plan might someday provide more than $84 per share in present value. In a letter today to Pennzoil Chairman James L. Pate, Mr. Messman said, "Since our initial offer in June, you have had ample time to explain to your shareholders how Pennzoil, on its own, can deliver more than $84 per share in present value. In our opinion, you have failed to do so," Mr. Messman continued. "There can be no excuses for continuing to deny Pennzoil shareholders their right to choose between our $84 cash offer and your plan. The only obstacle to giving Pennzoil shareholders the opportunity to choose between these alternatives is the refusal by Pennzoil's Board of Directors to redeem Pennzoil's poison pill and to remove its other takeover defenses. We are willing to accept the judgment of your shareholders as to which of the two alternatives they prefer; are you? If not, we can only conclude that Pennzoil fears the decision its own shareholders will make." UPR Proposes Offering Pennzoil Shareholders Upside -------------------------------------------------- Potential of International E&P Properties, If Pennzoil Will Negotiate --------------------------------------------------------------------- In the letter, Mr. Messman also wrote, "We believe our $84 per share cash offer fully and fairly values all of Pennzoil's businesses. Clearly, industry analysts and your own shareholders overwhelmingly agree. You have claimed, as an excuse for denying your shareholders the opportunity to accept our offer, that we have underestimated the long-term potential of Pennzoil's international (i.e., non-North American) exploration and production assets. Based on our own assessment, we disagree. "However, if Pennzoil will begin negotiations, UPR is prepared to consider a transaction structure which would provide Pennzoil shareholders the opportunity to benefit directly from a future increase in value, if it occurs, of Pennzoil's international E&P assets, above the $600 million in value that UPR has ascribed to those assets." Mr. Messman also noted that the international valuation assumes the commercial viability of Pennzoil's high-profile Karabakh prospect in the Caspian Sea, and that Pennzoil has indicated that results from the first exploratory well should be known soon. Mr. Messman's letter to Mr. Pate goes on to state: "Although we cannot make this additional value feature a part of our tender offer at this time, because we need Pennzoil's cooperation to implement this approach, there are several ways this could be accomplished. For example, one way might be to form an entity to hold the international E&P assets and to distribute to every Pennzoil shareholder, in addition to $84 per share in cash, a combination of target or common stock and related warrants in that entity." The full text of Mr. Messman's letter to Mr. Pate is attached. UPR's Proven Business Model Would Quickly ----------------------------------------- Increase Production from Pennzoil's Oil and Gas Properties ---------------------------------------------------------- In announcing the all cash tender offer today, Mr. Messman also reiterated the powerful business rationale for acquiring Pennzoil: "This combination is driven by the opportunity to apply UPR's proven business model to Pennzoil's drill sites and create value through growth - something Pennzoil has been unable to do. Pennzoil has a substantial domestic property base with unexploited opportunities for development and exploratory drilling. By increasing production and reserves from those assets, this acquisition will allow UPR to perform even beyond our established growth targets." Mr. Messman added that, "After acquiring Pennzoil, we intend to maintain a strong investment grade credit rating and the financial flexibility to fund our business plan. Following the closing of the Pennzoil acquisition, we plan to refinance our acquisition financing through a combination of asset sales and the public or private sale of equity and debt securities. Terms of the Transaction ------------------------ Pennzoil shareholders will be entitled to receive $84 per share in cash, either in the tender offer or in a subsequent merger between Pennzoil and a wholly-owned subsidiary of UPR. This proposal revises the offer UPR made on June 23, 1997 to acquire Pennzoil for a combination of $84 per share in cash for 50.1% of Pennzoil's outstanding shares and UPR stock for the remaining shares. The revised offer is subject to the same conditions as the original offer. A total of 61.5% of Pennzoil shares were tendered into UPR's tender offer as of the initial expiration date of July 21, 1997. The tender offer was previously scheduled to expire on October 29, 1997, prior to being extended today to midnight New York time on November 5, 1997. At the close of business on October 3, 1997, a total of 18,187,684 Pennzoil shares, or over 38.5% of outstanding shares, still remained tendered. The normal practice for many investors in a tender offer is to withdraw their shares temporarily after the initial expiration date in order to give themselves trading flexibility prior to re-tendering at a later date. As with the original offer, the revised offer will generate immediate and ongoing accretion to UPR's cash flow per share, which is the primary measurement of value in the E&P industry, while it will have a near-term dilutive effect on earnings per share. Based on the revised offer, UPR estimates that after completion of the Pennzoil acquisition, using debt to finance the purchase of Pennzoil common stock and assuming no refinancing of that acquisition debt, 1998 discretionary cash flow per share could increase by approximately 45% and 1998 earnings per share could decrease by approximately 75%, as compared to 1998 consensus estimates. The Company's estimates are subject to a number of assumptions, including a year-end 1997 completion of the acquisition. These per share figures will be affected as the Company implements the refinancing of acquisition debt through the contemplated combination of asset sales and sale of equity and debt securities. UPR is the largest domestic independent oil and gas exploration and production company. Headquartered in Fort Worth, Texas, UPR has been the #1 domestic driller for the past five years. This press release is not an offer to purchase shares of Pennzoil, nor is it an offer to sell any securities 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 all of Pennzoil's common shares will be made solely by the Offer to Purchase, the Supplement thereto, and the related Letter of Transmittal. Any issuance of securities in any merger involving Pennzoil and a subsidiary of UPR would have to be registered under the Securities Act of 1933, as amended, and such securities would be offered only by means of a prospectus complying with such Act. This press release contains forward-looking statements that involve risks and uncertainties, including statements regarding future drilling and development activities, the achievement of future growth targets, estimates of discretionary cash flow and earnings per share, future financing activities and the effect thereof and other matters. Actual results may vary materially for the reasons detailed in UPR's SEC reports, including its reports on Form 10-K for the year ended December 31, 1996 and on Form 10-Q for the quarter ended June 30, 1997. # # # # Media Contacts: Investor Relations Contact: Walter Montgomery Michael Liebschwager October 6 Only: 817-877-6527 817-877-6531 After October 6: 212-484-6721 Pat Doyle On the Internet: www.upr.com 817-877-6527 EX-99.(A)(33) 9 FORM OF SUMMARY ADVERTISEMENT This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares or Rights. The Offer is made solely by the Offer to Purchase dated June 23, 1997, the Supplement dated October 7, 1997 and the revised Letter of Transmittal, and is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares or Rights in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction. In any jurisdiction the securities, blue sky or other laws of which require the Offer to be made by a licensed broker or dealer, the Offer is being made on behalf of Purchaser by Smith Barney Inc. or one or more registered brokers or dealers licensed under the laws of such jurisdiction. Resources Newco, Inc. a wholly owned subsidiary of Union Pacific Resources Group Inc. Has Amended its Offer and is Now Offering to Purchase All Outstanding Shares of Common Stock (Including the Associated Preferred Stock Purchase Rights) of Pennzoil Company at $84.00 Net Per Share in Cash Resources Newco, Inc., a Delaware corporation("Purchaser") which is a wholly owned subsidiary of Union Pacific Resources Group Inc., a Utah corporation ("UPR"), is offering to purchase all outstanding shares of common stock, par value $0.83-1/3 per share (the "Shares"), of Pennzoil Company, a Delaware corporation ("Pennzoil"), together with the associated preferred stock purchase rights (the "Rights") issued pursuant to the Rights Agreement dated as of October 28, 1994 (the "Rights Agreement"), between Pennzoil and Chemical Bank, as Rights Agent (the "Rights Agent"), at a price of $84.00 per Share (and associated Right), net to the seller in cash, without interest thereon (the "Offer Price"), upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 23, 1997 (the "Offer to Purchase"), the Supplement dated October 7, 1997 (the "Supplement") and in the revised Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). Unless the context otherwise requires, all references herein to Shares shall include the Rights. Unless the Rights are redeemed or Purchaser is satisfied, in its sole discretion, that the Rights have been invalidated or are otherwise inapplicable to the Offer and the Proposed Merger (as defined herein), stockholders are required to tender one Right for each Share tendered in order to effect a valid tender of Shares in accordance with the procedures set forth in Section 2 of the Offer to Purchase and Section 2 of the Supplement. Unless the Distribution Date (as defined in the Offer to Purchase) occurs, a tender of Shares will also constitute a tender of the associated Rights. The purpose of the Offer is to acquire all outstanding Shares of Pennzoil. UPR is seeking to negotiate with Pennzoil a definitive acquisition agreement pursuant to which Pennzoil would, as soon as practicable following consummation of the Offer, consummate a merger (the "Proposed Merger") with Purchaser or another direct or indirect wholly owned subsidiary of UPR. At the effective time of the Proposed Merger, each Share that is issued and outstanding immediately prior to the effective time (other than Shares held in the treasury of Pennzoil or owned by UPR, Purchaser or any direct or indirect wholly owned subsidiary of UPR) would be converted into the right to receive $84.00 in cash. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, NOVEMBER 5, 1997, UNLESS THE OFFER IS EXTENDED. SHARES WHICH ARE TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE. The Offer is conditioned upon, among other things, the satisfaction or, where applicable, waiver of the following conditions: (i) there being validly tendered and not withdrawn prior to the Expiration Date a number of Shares which, together with Shares owned by Purchaser and its affiliates, will constitute at least a majority of the total number of outstanding Shares on a fully diluted basis as of the date the Shares are accepted for payment by Purchaser pursuant to the Offer, and (ii) Purchaser being satisfied in its reasonable discretion that the Board of Directors of Pennzoil has irrevocably taken all such action so that (a) the acquisition of Shares pursuant to the Offer and the Proposed Merger have been approved pursuant to Section 203 of the Delaware General Corporation Law or the provisions of Section 203 are otherwise inapplicable to the acquisition of Shares pursuant to the Offer and the Proposed Merger, (b) the acquisition of Shares pursuant to the Offer and the Proposed Merger have been approved pursuant to Article Sixth of Pennzoil's Restated Certificate of Incorporation, (c) the Rights have been redeemed or Purchaser is satisfied in its reasonable discretion that the Rights have been invalidated or are otherwise inapplicable to the Offer and the Proposed Merger, and (d) either (1) Purchaser's designees have been elected to the Board of Directors of Pennzoil so that, after such election, such designees constitute a majority of the Board of Directors of Pennzoil, or (2) Pennzoil has entered into a mutually satisfactory definitive merger agreement with UPR and Purchaser to provide for the acquisition of Pennzoil pursuant to the Offer and the Proposed Merger. The Offer is also subject to other terms and conditions contained in the Offer to Purchase and the Supplement. For purposes of the Offer, Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares properly tendered to Purchaser and not withdrawn as, if and when Purchaser gives oral or written notice to The Bank of New York (the "Depositary") of its acceptance for payment of such Shares. Payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from Purchaser and transmitting payment to tendering stockholders. In all cases, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of (a) certificates for (or a timely Book-Entry Confirmation with respect to) such Shares and, if the Distribution Date occurs, certificates for (or a timely Book-Entry Confirmation, if available, with respect to) the associated Rights (unless Purchaser elects to make payment for such Shares pending receipt of the certificates for, or a Book-Entry Confirmation with respect to, such Rights), (b) a revised Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, or, in the case of a book-entry transfer, an Agent's Message, and (c) any other documents required by the revised Letter of Transmittal. The per Share consideration paid to any stockholder pursuant to the Offer will be the highest per Share consideration paid to any other stockholder pursuant to the Offer. Under no circumstances will interest be paid on the purchase price of the Shares to be paid by Purchaser, regardless of any extension of the Offer or any delay in making such payment. The Shares and the Rights tendered pursuant to the Offer may be withdrawn at any time prior to acceptance for payment of Shares in the Offer. The Shares or the Rights may not be withdrawn unless the associated Rights or Shares, as the case may be, are also withdrawn. A withdrawal of the Shares or the Rights will also constitute a withdrawal of the associated Rights or Shares, as the case may be. For a withdrawal to be effective, a written, telegraphic, or facsimile transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the back cover of the Offer to Purchase and the Supplement and must specify the person who tendered the Shares and the Rights to be withdrawn, the number of the Shares and Rights to be withdrawn and the name of the registered holder of the Shares and the Rights to be withdrawn, if different from the name of the person who tendered the Shares and the Rights. If certificates for the Shares or the Rights have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such certificates, the serial numbers shown on such certificates must be submitted to the Depositary and, unless such Shares or Rights have been tendered by an Eligible Institution (as defined in Section 2 of the Offer to Purchase), the signatures on the notice of withdrawal must be guaranteed by an Eligible Institution. If the Shares or the Rights have been delivered pursuant to the procedure for book-entry transfer as set forth in Section 2 of the Offer to Purchase, any notice of withdrawal must also specify the name and number of the account at the appropriate Book-Entry Transfer Facility to be credited with the withdrawn Shares or Rights and otherwise comply with such Book-Entry Transfer Facility's procedures. Withdrawals of tenders of the Shares and the Rights may not be rescinded, and any Shares and Rights properly withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. However, withdrawn Shares and Rights may be retendered by again following one of the procedures described in Section 2 of the Offer to Purchase and Section 2 of the Supplement at any time prior to the Expiration Date. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by Purchaser in its sole discretion, which determination will be final and binding. None of Purchaser, UPR, the Depositary, the Information Agent, the Dealer Manager or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Stockholders who have previously validly tendered Shares and who have not properly withdrawn such Shares have validly tendered such Shares for the purposes of the Offer, as amended, and need not take any further action. Purchaser reserves the right, in its sole discretion, at any time and from time to time, and regardless of whether or not any of the events or facts set forth in Section 10 of the Supplement shall have occurred, to (a) extend the period of time during which the Offer is open, and thereby delay acceptance for payment of and the payment for any Shares, by giving oral or written notice of such extension to the Depositary and (b) amend the Offer in any other respect by giving oral or written notice of such amendment to the Depositary. Under no circumstances will interest be paid on the purchase price for tendered Shares, whether or not Purchaser exercises its right to extend the Offer. The information required to be disclosed by Rule 14d-6(e)(1)(vii) of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, is contained in the Offer to Purchase and the Supplement and is incorporated herein by reference. The Supplement, the revised Letter of Transmittal and other relevant materials are being given to Pennzoil and then will be mailed to record holders of Shares, and will be furnished to brokers, dealers, banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder lists, or, if applicable, who are listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of Shares by Pennzoil. The Offer to Purchase, the Supplement and the revised Letter of Transmittal contain important information that should be read before any decision is made with respect to the Offer. Questions and requests for assistance or for copies of the Offer to Purchase, the Supplement, the revised Letter of Transmittal and other tender offer materials may be directed to the Information Agent or the Dealer Manager, as set forth below, and copies will be furnished promptly at Purchaser's expense. No fees or commissions will be payable to brokers, dealers or other persons (other than the Dealer Manager and the Information Agent) for soliciting tenders of Shares and Rights pursuant to the Offer. The Information Agent for the Offer is: MORROW & CO., INC. 909 Third Avenue, 20th Floor New York, NY 10022 (212) 754-8000 Toll Free (800) 566-9061 Banks and Brokerage Firms please call: (800) 662-5200 The Dealer Manager for the Offer is: Smith Barney Inc. 388 Greenwich Street New York, New York 10013 (212) 816-7346 October 7, 1997 EX-99.(A)(34) 10 LETTER TO CERTAIN PENNZOIL SHAREHOLDERS [UPR LOGO] October 6, 1997 Dear Pennzoil Shareholder: Union Pacific Resources Group Inc. (UPR) today revised its offer to acquire Pennzoil Company. We are now offering $84 per share in cash for all shares. Our offer is not subject to financing. This all cash offer presents two clear alternatives for you and all other Pennzoil shareholders: a) receive $84 per share in cash today, or b) hold Pennzoil stock indefinitely in the hope that, sometime in the future, Pennzoil's secret strategic plan might provide more than $84 per share in present value. Pennzoil's refusal to remove its poison pill and other takeover defenses is the only obstacle that prevents its shareholders from having the opportunity to choose between our $84 cash offer and Pennzoil's plan. I urge you to: 1) tender your shares to UPR, and 2) contact Pennzoil Directors now to tell them to begin negotiations with UPR. (A contact list for the Pennzoil Board is attached.) We believe our $84 per share cash offer fully and fairly values all of Pennzoil's businesses. Clearly, industry analysts and Pennzoil's own shareholders overwhelmingly agree. Pennzoil has claimed, as an excuse for denying its shareholders the opportunity to accept our offer, that we have underestimated the long-term potential of Pennzoil's international (i.e., non-North American) exploration and production assets. Based on our own assessment, we disagree. However, if Pennzoil will begin negotiations, UPR is prepared to consider a transaction structure which would provide Pennzoil shareholders the opportunity to benefit directly from a future increase in value, if it occurs, of Pennzoil's international E&P assets, above the $600 million in value that UPR has ascribed to those assets. This international valuation assumes the commercial viability of Pennzoil's high-profile Karabakh prospect in the Caspian Sea. Pennzoil has indicated that the results from the first exploratory well should be known soon. For your information, I am enclosing a copy of the letter I sent today to Pennzoil CEO Jim Pate. If you have any questions regarding UPR's tender offer, call Morrow & Co., UPR's information agent, at 1-800-662-5200. Sincerely, /s/ Jack L. Messman Jack L. Messman P.S. You can make the difference. Contact the Pennzoil Board today, before it meets to consider UPR's offer. This letter is not an offer to purchase shares of Pennzoil, nor is it an offer to sell any securities 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 all of Pennzoil's common shares will be made solely by the Offer to Purchase, the Supplement thereto, and the related Letter of Transmittal. Any issuance of securities in any merger involving Pennzoil and a subsidiary of UPR would have to be registered under the Securities Act of 1933, as amended, and such securities would be offered only by means of a prospectus complying with such Act. - -------------------------------------------------------------------------------- Office - -------------------------------------------------------------------------------- Howard H. Baker, Jr. Baker, Donelson, Bearman & Caldwell 801 Pennsylvania Avenue, N.W. Suite 800 Washington, D.C. 20004 202-508-3400 202-508-3402 (Fax) - -------------------------------------------------------------------------------- W. J. Bovaird c/o Pennzoil Company 700 Milam P.O. Box 2967 Houston, Texas 77252 713-546-8966 713-546-6050 (Fax) - -------------------------------------------------------------------------------- W. L. Lyons Brown, Jr. c/o Pennzoil Company 700 Milam P.O. Box 2967 Houston, Texas 77252 713-546-8966 713-546-6050 (Fax) - -------------------------------------------------------------------------------- Harry H. Cullen Harry H. Cullen P.O. Box 3331 Houston, Texas 77253-3331 713-651-8844 713-651-8866 (Fax) - -------------------------------------------------------------------------------- Ernest H. Cockrell Cockrell Oil Corporation 1600 Smith, Ste. 4600 Houston, Texas 77002-7348 713-209-7300 713-209-7450 (Fax) - -------------------------------------------------------------------------------- Alfonso Fanjul Okeelanta Corporation P.O. Box 1059 Palm Beach, Florida 33480 for FEDERAL EXPRESS: 316 Royal Poinclana Plaza 561-655-6303 561-659-3206 (Fax) - -------------------------------------------------------------------------------- Berdon Lawrence Hollywood Marine Inc. 55 Waugh Dr., Ste. 1000 Houston, Texas 77007-5840 713-868-1661 713-868-6422 (Fax) - -------------------------------------------------------------------------------- James L. Pate Pennzoil Company 700 Milam P.O. Box 2967 Houston, Texas 77252 713-546-8966 713-546-6050 (Fax) - -------------------------------------------------------------------------------- Gen. Brent Scowcroft 1750 K Street, N.W. Suite 800 Washington, D.C. 20006 202-296-9365 202-296-9395 (Fax) - -------------------------------------------------------------------------------- Gerald B. Smith Smith, Graham & Co. Texas Commerce Tower 600 Travis, Ste. 6900 Houston, Texas 77002 713-227-1100 713-223-0844 (Fax) - -------------------------------------------------------------------------------- Cyril Wagner, Jr. Wagner & Brown, LTD Oil Gas Production P.O. Box 1714 300 Marienfeld Street, Ste. 1100 Midland, Texas 79701 915-682-7936 915-686-5928 (Fax) - -------------------------------------------------------------------------------- EX-99.(A)(35) 11 LETTER TO CERTAIN UPR STOCKHOLDERS AND ANALYSTS [UPR LOGO] October 6, 1997 Dear UPR Shareholders and Analysts: We have today announced a revision to our tender offer for Pennzoil. UPR is now offering to purchase all outstanding shares of Pennzoil common stock for $84 per share in cash. The tender offer would be followed by a merger between Pennzoil and a UPR subsidiary in which any remaining Pennzoil shareholders would receive the same $84 per share in cash. Our offer is not subject to a financing condition. We have sought a combination of UPR and Pennzoil in order to create an outstanding E&P company with significant potential to increase value for UPR shareholders in both the near and long term. UPR brings to the combined company a track record of applying drilling technology to boost reserves and production quickly and efficiently. As you know, we have been the number one domestic driller for the past five years, and our recent drilling successes, including major new discoveries in the Gulf of Mexico, the Austin Chalk and Canada, demonstrate the continuing strength of that record. We believe UPR's proven drilling expertise, financial strength and world-class technical skills can significantly enhance the value of Pennzoil's properties. UPR has strong growth prospects on its own, and by acquiring Pennzoil we could build even greater value for our shareholders. We believe our $84 per share cash offer fully and fairly values all of Pennzoil's businesses. Clearly, industry analysts and Pennzoil shareholders agree. Pennzoil management has claimed, as an excuse for denying Pennzoil shareholders the opportunity to accept our offer, that UPR has underestimated the value of Pennzoil's international (i.e., non-North American) exploration and production assets. Based on our own assessment, we disagree. However, if Pennzoil will begin negotiations, UPR is prepared to consider a transaction structure which would provide Pennzoil shareholders the opportunity to benefit directly from a future increase in value, if it occurs, of Pennzoil's international E&P assets, above the $600 million in value that UPR has ascribed to those assets. This international valuation assumes that the Pennzoil Karabakh prospect in the Caspian Sea can be commercially developed. Pennzoil has indicated that the results from the first exploratory well should be known soon. After acquiring Pennzoil, we intend to maintain a strong investment grade credit rating and the financial flexibility to fund our business plan. We plan initially to finance our purchase of Pennzoil shares through a combination of bank financing and commercial paper. Following the Pennzoil acquisition, we plan to refinance our acquisition financing through a combination of asset sales and the public or private sale of equity and debt securities. While no final decisions have been made, asset sale possibilities include Pennzoil's downstream operations, and selected producing properties and other assets of both UPR and Pennzoil. We have approached this transaction carefully and thoughtfully. Both we and our financial advisors are confident regarding our ability both to finance the acquisition and implement appropriate refinancing. Although this has been a tough battle, as we expected, rest assured that we have not - and will not - let it distract us from our core oil and gas business or our primary goal of increasing UPR shareholder value. The revised offer eliminates, once and for all, the smokescreen of Pennzoil's rhetoric, including their misleading characterizations of our original offer and their false attacks on UPR. It is designed to focus the Pennzoil Board's attention on the real issue: a choice for Pennzoil shareholders between our $84 per share cash offer and the hope that, sometime in the future, Pennzoil's undisclosed strategic plan might provide more than $84 per share in present value. UPR has a strong record of delivering value for our shareholders and the ability to continue meeting our future growth objectives. By acquiring Pennzoil, we would be able to further enhance those already strong prospects. Sincerely, /s/ Jack L. Messman Jack L. Messman -----END PRIVACY-ENHANCED MESSAGE-----