-----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, HbgWV2sx1uWgZ01BbzKkbLpa952GCB+uKtHBL5sEMVWiO95pkNCVKiyP6YI4KODD d4tfmRnvD4wL+0WDmR3A/Q== 0000950129-97-004856.txt : 19971119 0000950129-97-004856.hdr.sgml : 19971119 ACCESSION NUMBER: 0000950129-97-004856 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971118 SROS: NYSE SROS: PSE 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 14D9/A SEC ACT: SEC FILE NUMBER: 005-06319 FILM NUMBER: 97723221 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: 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 14D9/A 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 SC 14D9/A 1 PENNZOIL COMPANY - AMENDMENT #43 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT (AMENDMENT NO. 43) PURSUANT TO SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 PENNZOIL COMPANY (Name of Subject Company) PENNZOIL COMPANY (Name of Person(s) Filing Statement) 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) LINDA F. CONDIT CORPORATE SECRETARY PENNZOIL COMPANY PENNZOIL PLACE, P.O. BOX 2967 HOUSTON, TEXAS 77252-2967 (713) 546-8910 (Name, address and telephone number of person authorized to receive notice and communications on behalf of the person(s) filing statement) Copies to: MOULTON GOODRUM, JR. CHARLES F. RICHARDS, JR. BAKER & BOTTS, L.L.P. RICHARDS, LAYTON & FINGER ONE SHELL PLAZA ONE RODNEY SQUARE HOUSTON, TEXAS 77002-4995 P.O. BOX 551 (713) 229-1234 WILMINGTON, DELAWARE 19899-0551 (302) 658-6541
================================================================================ 2 This Amendment No. 43 (this "Amendment") amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9, as amended, originally filed on July 1, 1997 by Pennzoil Company, a Delaware corporation ("Pennzoil" or the "Company"), relating to a tender offer commenced by Resources Newco, Inc., a wholly owned subsidiary of Union Pacific Resources Group Inc. ("UPR"), on June 23, 1997. All capitalized terms used in this Amendment without definition have the meanings attributed to them in the Schedule 14D-9. The items of the Schedule 14D-9 set forth below are hereby amended by adding the following: ITEM 9. MATERIAL TO BE FILED AS EXHIBITS EXHIBIT NO. DESCRIPTION ------- ----------- 114 Text of press release of the Company dated November 17, 1997. 3 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. PENNZOIL COMPANY Dated: November 17, 1997 By: /s/ James L. Pate James L. Pate Chairman of the Board, President and Chief Executive Officer 3 4 INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION - ------- ----------- 114 Text of press release of the Company dated November 17, 1997.
EX-99.114 2 TEXT OF PRESS RELEASE DATED NOVEMBER 17, 1997 1 EXHIBIT 114 [PENNZOIL LOGO] Public Relations Department Pennzoil Company P.O. Box 2967 NEWS Houston, Texas 77252-8200 FOR IMMEDIATE RELEASE Contacts: Robert Harper Joele Frank/Brian Faw Corporate Communications Abernathy MacGregor Group 713/546-8536 212/371-5999 PENNZOIL ISSUES STATEMENT REGARDING UPR'S TERMINATION OF HOSTILE TENDER OFFER HOUSTON (November 17, 1997) -- Pennzoil Co. (NYSE:PZL) made the following response to Union Pacific Resources Group Inc.'s (NYSE:UPR) termination of its unsolicited hostile tender offer for Pennzoil: "Last week, Pennzoil's Board of Directors unanimously reaffirmed its opinion that UPR's offer was inadequate and not in the best interests of Pennzoil and its shareholders. The Board believes that the Company's programs and projects will deliver greater value to Pennzoil shareholders than would UPR's offer. "Now that UPR has withdrawn its tender offer, management can focus all of its attention on the continuation of Pennzoil's turnaround. "The evidence of Pennzoil's turnaround can be seen in its performance and progress. The Company's recently announced third quarter results marked the second consecutive year of continuing improvements in cash flow per share and year-on-year recurring earnings (eight consecutive quarters). "In addition, the commencement last week of the flow of first oil from the Caspian Sea by the Azerbaijan International Oil Consortium (AIOC) has been a widely-noted event that marks another important step in the realization of vast potential value for Pennzoil." Pennzoil Company explores for and produces crude oil and natural gas, manufacturers and markets premium quality lubricants, including America's top selling motor oil for the past 11 years, and is the parent company of Jiffy Lube International, the world's largest franchiser of fast oil change centers. * * * -----END PRIVACY-ENHANCED MESSAGE-----