-----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, RUY9MFj2CfGOWUjL8F4gyNW9CkFfYml6JnX4QZXg4pgNVwiRJJ9j2VU8+HvXqP+T 5e94XE3j/gyNAHMMHhxwnA== 0000950115-97-001570.txt : 19971010 0000950115-97-001570.hdr.sgml : 19971010 ACCESSION NUMBER: 0000950115-97-001570 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19971009 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: 97692954 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. 28) Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 ------------------------ Pennzoil Company (Name of Subject Company) ------------------------ Union Pacific Resources Group Inc. Resources Newco, Inc. (Bidders) ------------------------ Common Stock, par value $0.83 1/3 per Share (Including the Associated Preferred Stock Purchase Rights) (Title of Class of Securities) ------------------------ 709903 10 8 (CUSIP Number of Class of Securities) ------------------------ Joseph A. LaSala, Jr., Esq. Vice President, General Counsel and Secretary Union Pacific Resources Group Inc. 801 Cherry Street Fort Worth, Texas 76102 Telephone: (817) 877-6000 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Bidders) Copies To: Howard L. Shecter, Esq. Paul T. Schnell, Esq. Morgan, Lewis & Bockius LLP Skadden, Arps, Slate, Meagher & Flom LLP 101 Park Avenue 919 Third Avenue New York, NY 10178-0060 New York, NY 10022-3897 Telephone: (212) 309-6384 Telephone: (212) 735-3000 ============================================================================== This Amendment No. 28 amends the Tender Offer Statement on Schedule 14D-1 filed on June 23, 1997 (the 'Schedule 14D-1') by Union Pacific Resources Group Inc., a Utah corporation ('UPR'), and Resources Newco, Inc., a Delaware corporation and a wholly owned subsidiary of UPR (the 'Purchaser', and together with UPR, the 'Bidders'), with respect to Purchaser's offer to purchase all 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'), the Supplement to the Offer to Purchase, 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 were filed as Exhibits (a)(1), (a)(26) and (a)(27) to the Schedule 14D-1, respectively. Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings given such terms in the Offer to Purchase or in the Supplement. Item 3. Past Contacts, Transactions or Negotiations with the Subject Company. Item 3 is hereby amended to add the following: On October 8, 1997, Mr. Jack L. Messman sent to each member of the Board of Directors of Pennzoil a letter in the form attached to this Schedule 14D-1 as Exhibit (g)(19), which is incorporated by reference herein. Item 11. Material to be Filed as Exhibits. Item 11 is hereby amended to add the following: (a)(36) Message to Pennzoil Shareholders, published October 8, 1997 and October 9, 1997. (g)(19) Form of letter, dated October 8, 1997, to each member of the Board of Directors of Pennzoil. 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 9, 1997 EXHIBIT INDEX Exhibit No. Description Page No. - ---------- ----------- -------- (a)(36) Message to Pennzoil Shareholders, published October 8, 1997 and October 9, 1997. (g)(19) Form of letter, dated October 8, 1997, to each member of the Board of Directors of Pennzoil. EX-99.(A)(36) 2 PUBLISHED MESSAGE TO PENNZOIL SHAREHOLDERS PENNZOIL SHAREHOLDERS: UPR GOES ALL CASH FOR ALL SHARES. You Deserve the Opportunity to Choose: $84 per share ALL CASH. ALL SHARES. NOW. PLUS Potential upside value of Pennzoil's international E&P assets, if Pennzoil negotiates. OR ??? The hope that . . . someday . . . Pennzoil's still undisclosed strategic plan might deliver more value, despite seven years of poor performance. Send a message to Pennzoil: o Tender your shares to UPR. o Contact Pennzoil Directors now and tell them to begin negotiations with UPR. [UPR LOGO] This advertisement is not an offer to puchase 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. EX-99.(G)(19) 3 UNION PACIFIC LETTER TO PENNZOIL [UPR LOGO] Jack L. Messman Chairman & CEO October 8, 1997 [Pennzoil Director] [Address] Dear [Pennzoil Director]: We believe our revised proposal resolves the concerns Pennzoil has expressed regarding our previous offer. As evidenced by the attached commentary, the independent investment community agrees. I want to make sure that you are fully aware that our proposal includes our willingness to work with Pennzoil to structure a transaction with a special feature involving Pennzoil's international exploration and production assets. This feature would provide real value to Pennzoil shareholders in excess of $84 per share, if these assets are worth more than $600 million. We believe there are transaction structures involving Pennzoil's international E & P assets which are both fair to UPR shareholders and could provide all, or substantially all, of this potential upside value to Pennzoil shareholders. Our preference is, and always has been, to negotiate a transaction with Pennzoil. We stand ready to begin constructive negotiations at any time. Sincerely, /s/ Jack Jack L. Messman ANALYST COMMENTARY ON UPR'S ALL CASH OFFER FOR PENNZOIL "I just do not think the Pennzoil Board can ignore shareholder rights." Michael Young, DMG Reuter, 10/6/97 "I think 84 bucks, all cash for the company, especially if you're willing to carve out those international properties . . . I think it's a hell of a deal. I don't know how Pennzoil turns it down." Arthur W. Tower, Howard, Weil Houston Chronicle, 10/7/97 "Union Pacific Resources ups the ante for Pennzoil in the form of an all cash bid." Ellen Hannan, Prudential Securities First Call, 10/7/97 "The latest offer from UPR addresses almost all of Pennzoil's arguments." Michael Barbis, UBS Reuter, 10/6/97 "Never has PZL specifically stated how to achieve the shareholder value offered by UPR." John Herrlin, Merrill Lynch First Call, 10/7/97 "We think that UPR will ultimately prevail." Tom Driscoll, Salomon Brothers First Call, 10/7/97 "The more we have looked at the deal, the more optimistic we have become in the intermediate and longer-term prospects for the resulting enterprise . . . The basics of the deal continue to make perfect sense to us and are representative of forward-looking thinking on the part of the UP Resources team." David Bradshaw, DLJ First Call, 10/7/97 "In addition, UPR has taken an interesting approach in its bid for Pennzoil by offering to discuss a contingent value, or upside, to Pennzoil's international oil and gas assets above UPR's assessed value of $600 million. It is entirely appropriate, in our view, that UPR place a contingent value on Pennzoil's international assets as that is where the greatest difference in perceived value exists. The details of any contingent value are completely open to discussions between UPR and Pennzoil managements. UPR described the added value feature by saying that the concept was more important than the exact structure. "UPR is in essence willing to discuss a higher price for certain of the company's assets, if Pennzoil management can show that such assets do in fact hold higher value. This added feature may prove to be the catalyst to begin negotiations between the two companies. "Realistically, there is no sound reason for UPR and Pennzoil not to enter discussions on valuation. Pushing aside the assertions both companies have been making in their media campaign to shareholders, the bottom-line issue is WHAT IS THE PRESENT VALUE of Pennzoil's assets? . . . it is unlikely, in our view, that Pennzoil shareholders will allow their company's board to avoid discussing the issue with UPR, if for no other reason than it deprives such shareholders of their rights." Michael Young, DMG First Call, 10/7/97 "It puts more pressure on the Pennzoil board to come to the table . . . this was a stock that was trading at 59 1/2 before the Union Pacific announcement. Eighty-four (dollars per share) represents a significant premium." Tom Burnett, Merger Insight Houston Chronicle, 10/7/97 "This revised offer mutes much, if not all, of Pennzoil's criticism of the UPR offer. Since the offer is now 100% in cash, the value of UPR's stock is immaterial. In addition, PZL can no longer accuse UPR of undervaluing its assets following its offer to create a special security tied to the value of the international exploration assets. . . "It will be much more difficult for Pennzoil to contest UPR's revised offer. In addition, a largely new shareholder base (30.4 million shares or 64% of those outstanding have traded since UPR's original offer) could make it tougher for Pennzoil's board to stick with its 'Just say no' defense . . . the ball is now in PZL's court . . . the acquisition is dilutive to earnings but, more importantly, it is additive to cash flow. While leverage will increase substantially, we believe the strategic fit more than makes up for this." Michael Barbis, UBS First Call, 10/7/97 "[An all-cash bid] probably increases the chances that UPR can complete the merger. This shrinks the wiggle room for Pate in addressing his shareholders." David Garcia, Principal Financial Securities Fort Worth Star-Telegram, 10/7/97 "By offering $84 in cash per each PZL share, and an equity option kicker, in the event of a negotiated transaction with PZL, UPR has put money on the barrel to elicit a response from PZL that focuses on net present value vs. verbiage on long-term strategy. The degree of rhetoric between the two companies has been high . . . Obviously, UPR would like to still negotiate with PZL, and the all cash approach might act as a catalyst to get PZL to come to terms. Should PZL remain truculent in its response, the shareholder tender (due 11/5/97) might become a more important event in PZL's decision-making process." John Herrlin, Merrill Lynch First Call, 10/7/97 # # # -----END PRIVACY-ENHANCED MESSAGE-----