-----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, BjMpzGQDh13r729ulw0zDGta53h9dijJ7kzGOQktmKBvBq3MzbhMuWQ+thQ3nm2e HGvLi9Bi3rKzafL9rZXL4A== 0000950129-97-004411.txt : 19971029 0000950129-97-004411.hdr.sgml : 19971029 ACCESSION NUMBER: 0000950129-97-004411 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19971028 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: 97702241 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 #38) 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT (AMENDMENT NO. 38) 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. 38 (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 ------- ----------- 105 Letter to stockholders of the Company dated October 28, 1997. 106 Published advertisement of the Company dated October 28, 1997. 107 Text of press release of the Company dated October 28, 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: October 28, 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 ------- ----------- 105 Letter to stockholders of the Company dated October 28, 1997. 106 Published advertisement of the Company dated October 28, 1997. 107 Text of press release of the Company dated October 28, 1997. EX-99.105 2 LETTER TO STOCKHOLDERS - 10/28/97 1 EXHIBIT 105 Pennzoil Company [PENNZOIL LOGO] P. O. Box 2967 - Houston, Texas 77252-2967 - 713/546-4000 --------------------------------------------------------- JAMES L. PATE Chairman of the Board Chief Executive Officer October 28, 1997 Dear Pennzoil Shareholder: On October 27, 1997, Pennzoil Company announced its third quarter results. The third quarter was, again, very strong, with improvement in virtually every aspect of our business. Recurring earnings reached $38.2 million, or 81 cents per share, a 56 percent increase over last year. This result exceeded the Wall Street consensus estimate by 25 percent and was the eighth consecutive quarter of year-over-year improvement in recurring income. For your review, I have enclosed a copy of Pennzoil's third quarter earnings press release. Also enclosed is an October 28, 1997, newspaper advertisement emphasizing the positive trend in Pennzoil's financial and operating performance. Your Board of Directors believes Pennzoil's consistent improvement over the past eight quarters reflects that Pennzoil's turnaround is well underway. While I am personally very pleased with our third quarter performance, I believe there is still much improvement to come as a result of our pending initiatives, which include oil and gas projects in the Caspian Sea, Egypt, Venezuela, Qatar, Australia and the Gulf of Mexico and our recently completed base oil and refining projects. As you know, on October 6, 1997, Union Pacific Resources Group Inc. (UPR) revised its unsolicited tender offer to $84 per share in cash for all Pennzoil shares. Your Board of Directors has determined that the UPR offer is inadequate and not in the best interest of Pennzoil's shareholders and believes that pursuit of Pennzoil's own strategic direction, initiatives and projects will produce greater long-term value than the UPR proposal. So far, 1997 has been a successful year. With your continued support, the rest of the year and beyond will be even more successful. Sincerely, /s/ James L. Pate Enclosures EX-99.106 3 PUBLISHED ADVERTISEMENT - 10/28/97 1 EXHIBIT 106 TO ALL PENNZOIL SHAREHOLDERS: THE PENNZOIL TURNAROUND CONTINUES.... Yesterday We Announced Our 8th Consecutive Quarter Of Year-On-Year Recurring Earnings Improvement [Graph: Pennzoil Company recurring earnings per share - trailing four quarters; 4th quarter 1994: $0.61; 1st quarter 1995: $0.12; 2nd quarter 1995: ($0.38); 3rd quarter 1995: ($0.56); 4th quarter 1995: ($0.23); 1st quarter 1996: $0.37; 2nd quarter 1996: $1.04; 3rd quarter 1996: $1.65; 4th quarter 1996: $2.17; 1st quarter 1997: $3.05; 2nd quarter 1997: $3.27; 3rd quarter 1997: $3,56.] That's not all....Compared to last year: o Pennzoil's Third Quarter Recurring Earnings UP 56% o Pennzoil's Third Quarter Operating Cash Flow(1) UP 29% o Pennzoil's Year-To-Date Recurring Earnings UP 94% o Pennzoil's Year-To-date Operating Cash Flow(2) UP 26% 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 above $84 per share(2). DON'T LET UPR TRY TO SOLVE ITS PROBLEMS AT THE EXPENSE OF PENNZOIL SHAREHOLDERS. [PENNZOIL LOGO] (1) Net cash provided by operating activities before changes in operating assets and liabilities. (2) Smith Barney Project Mercury Reports dated January, March and June, 1997. EX-99.107 4 TEXT OF PRESS RELEASE - 10/28/97 1 EXHIBIT 107 FOR IMMEDIATE RELEASE Contacts: Robert Harper Joele Frank/Brian Faw Corporate Communications Abernathy MacGregor Group 713/546-8536 212/371-5999 DELAWARE COURT REJECTS DUAL ROLE OF SMITH BARNEY IN UPR'S HOSTILE TENDER OFFER FOR PENNZOIL HOUSTON (October 28, 1997) -- Pennzoil Company (NYSE: PZL) today announced that the Delaware Court of Chancery ruled that the confidentiality agreement and order governing discovery between Union Pacific Resources Group (NYSE: UPR) and Pennzoil unmistakably provides that Smith Barney cannot continue to act as both a financial advisor and a litigation consultant to UPR. The Court concluded that it is improper for Smith Barney to continue providing financial advice while in possession of Pennzoil's confidential information. The Court stated that "UPR's assertion that 'litigation consultants' would be able to 'segregate mentally' confidential financial information when they switch into their role as 'financial consultants' is...an epistemological leap of heroic proportions." The Court further stated that UPR's interpretation of the confidentiality order "is not a tenable or realistic one." The Court added that Pennzoil's position "makes sense from the standpoint of practice, theory and public policy." Pennzoil stated that "The Delaware Court's order precludes Smith Barney from continuing to serve as UPR's financial advisor in connection with UPR's hostile acquisition offer for Pennzoil. The Court's ruling is significant and has substantial implications for the Delaware Chancery action as well as the Federal securities litigation between Pennzoil and UPR pending in the U.S. District Court in Fort Worth." -more- 2 -2- The Delaware Court also noted that "UPR does not dispute that Smith Barney has been shown confidential and highly confidential information or that Smith Barney has provided UPR with financial advice in connection with UPR's attempt to acquire Pennzoil." These facts form the basis of Pennzoil's action for misuse of "inside" information and breach of the confidentiality order against UPR and Smith Barney in the U.S. District Court in Texas where Pennzoil is seeking a permanent injunction against UPR proceeding with its hostile tender offer. Pennzoil Company explores for and produces crude oil and natural gas, manufactures and markets premium quality lubricants, including America's top selling motor oil, and is the parent company of Jiffy Lube International, the world's largest franchiser of fast oil change centers. # # # -----END PRIVACY-ENHANCED MESSAGE-----