-----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, Bq4Ub6bBEawCt5fhI8D8deQTxCyYwFj15IxIbDY7SyrgucbUINq+3xy5hK51K8YJ FznOeH47D00cpt+sjcx05Q== 0000950129-97-004533.txt : 19971107 0000950129-97-004533.hdr.sgml : 19971107 ACCESSION NUMBER: 0000950129-97-004533 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971106 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: 97709115 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 #40) 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT (AMENDMENT NO. 40) 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. 40 (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 ------- ----------- 109 Text of Press Release of the Company dated November 5, 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 6, 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 ------- ----------- 109 Text of Press Release of the Company dated November 5, 1997. EX-99.109 2 PRESS RELEASE DATED NOVEMBER 5, 1997 1 EXHIBIT 109 [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 DELAWARE COURT STRONGLY REAFFIRMS ITS REJECTION OF SMITH BARNEY'S DUAL ROLE IN UPR'S TENDER OFFER FOR PENNZOIL HOUSTON (November 5, 1997) -- Pennzoil Company (NYSE: PZL) announced that the Delaware Court of Chancery today strongly reaffirmed its October 28, 1997 ruling that Smith Barney Inc., a unit of the Travelers Group Inc., cannot continue to act as a financial advisor to UPR in connection with its hostile tender offer for Pennzoil. UPR had sought to reargue that ruling and had submitted extensive briefs in which it claimed that Smith Barney was permitted to review highly confidential Pennzoil information in its role as litigation consultant, despite acknowledging that the same Smith Barney personnel were simultaneously providing financial advice to UPR. The Court of Chancery once again completely rejected UPR's arguments, finding that the language of its confidentiality order clearly and unambiguously precluded a party which had obtained access to confidential information from continuing to act as a financial advisor. The Court stated, "I have considered all of UPR's arguments on the motion for reconsideration of that ruling, and I don't find merit in any of them." The Court reaffirmed its prior ruling that UPR could not use Smith Barney as a financial consultant in connection with its hostile tender offer for Pennzoil and denied the motion for reargument. The Court held "a party cannot serve as a financial advisor to one of the parties in this litigation and have access to highly confidential information." -more- 2 -2- A Pennzoil spokesman stated that "The Delaware decision confirms that UPR and Smith Barney violated the terms of the Delaware court's confidentiality order, which is in all pertinent respects identical to the order entered by the U.S. District Court in Fort Worth." Pennzoil has sued UPR and Smith Barney in the U.S. District Court in Texas based upon their misuse of inside information and breach of the confidentiality order. Pennzoil seeks in Texas a permanent injunction against UPR's 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 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-----