-----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, DCPGxDysET1+duCLTGjZHS7MKq7rOESzYEiXMSA70v2McHBJyL8QupBIDB60Ia61 zU4BMQlYtHCVtWqZf1VzgA== 0000950129-97-004311.txt : 19971022 0000950129-97-004311.hdr.sgml : 19971022 ACCESSION NUMBER: 0000950129-97-004311 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19971021 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: 97698560 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 #34) 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT (AMENDMENT NO. 34) 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. 34 (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 8. ADDITIONAL INFORMATION TO BE FURNISHED Item 8 of Schedule 14D-9 is hereby amended and supplemented by adding the following: By order dated October 16, 1997, the Court of Chancery of the State of Delaware has consolidated the lawsuit styled Union Pacific Resources Group Inc. and Resources Newco, Inc. v. Pennzoil Company, et al. with the pending actions filed on behalf of stockholders of the Company. The Order of Consolidation is included as Exhibit 99 hereto. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT NO. DESCRIPTION ------- ----------- 98 Published advertisement of Pennzoil dated October 16, 1997. 99 Order of Consolidation with respect to the litigation styled In re Pennzoil Company Shareholders Litigation (C.A. No. 15764), pending in the Court of Chancery of the State of Delaware.
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: October 21, 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 ------- ----------- 98 Published advertisement of Pennzoil dated October 16, 1997. 99 Order of Consolidation with respect to the litigation styled In re Pennzoil Company Shareholders Litigation (C.A. No. 15764), pending in the Court of Chancery of the State of Delaware.
EX-99.98 2 PUBLISHED ADVERTISEMENT DATED 10/16/97 1 EXHIBIT 98 THE PENNZOIL TURNAROUND EARNINGS: Seven consecutive quarters of year-on-year recurring earnings improvement through the second quarter of 1997. First half of 1997 recurring earnings were up 118% compared to the first half of 1996. Earnings are on track to continue this trend through the third quarter of 1997, as well. CASH FLOW: Three consecutive years of significant increases in cash flow, from $6.49 per share in 1995 to $9.31 per share in 1996. Cash flow is expected to exceed $12.00 per share in 1997. EFFICIENCY: G&A cut by $80 million since 1995, and per barrel operating costs reduced by 17% since 1994. TOTAL RETURN: A total return of 42% to stockholders from October 1995 through June 1997, outperforming the E&P sector and more than double UPR's total return. These facts illustrate that Pennzoil's turnaround is well underway, which is one reason why UPR's offer of $84 is inadequate. Indeed, UPR's own confidential internal studies arrived at valuations for Pennzoil well above $84 per share. DON'T LET UPR TRY TO SOLVE ITS PROBLEMS AT THE EXPENSE OF PENNZOIL SHAREHOLDERS [PENNZOIL LOGO] EX-99.99 3 ORDER OF CONSOLIDATION 1 EXHIBIT 99 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY - ---------------------------- IN RE PENNZOIL COMPANY CONSOLIDATED SHAREHOLDERS LITIGATION C.A. Nos. 15764 - ---------------------------- UNION PACIFIC RESOURCES GROUP INC. and RESOURCES NEWCO, INC., Plaintiffs, v. C.A. No. 15755 PENNZOIL COMPANY et al., Defendants. - ---------------------------- ORDER OF CONSOLIDATION It appearing that the above-captioned actions involve the same or related subject matter, and that the administration of justice would be best served by consolidating the actions, IT IS, this 16th day of October, 1997, ORDERED AS FOLLOWS: 1. The above actions are hereby consolidated for all purposes, including trial. 2. All pleadings in the consolidated action shall bear the caption of both constituent actions and, in the case of service upon plaintiffs, shall be served upon co-liaison counsel for plaintiffs in Consolidated Civil Action No. 15764 and Delaware counsel for plaintiffs in Civil Action No. 15755. 3. All requests for the production of documents, requests for admissions, interrogatories, deposition notices and all other discovery permitted by the Rules of the 2 Court of Chancery shall be served by all plaintiffs in a coordinated manner so as to avoid duplication of effort and unnecessary expense. 4. Plaintiffs' counsel in each of the above-captioned actions shall coordinate and inform each other promptly of all communications with defendants concerning scheduling and other matters. 5. This Court retains jurisdiction to hereafter amend or modify this Order upon its own initiative or application of any party as might be required. /s/ WILLIAM B. CHANDLER III ----------------------------- Chancellor -----END PRIVACY-ENHANCED MESSAGE-----