-----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, UndXFo0MlcF14OOU4lWpElPh8wEI87xQ/uV0udG7wDvDKTsaIqJnELdCEcIk+VAC Nv5H8j6b0cpsUBy3A9F/jg== 0000950115-97-001663.txt : 19971030 0000950115-97-001663.hdr.sgml : 19971030 ACCESSION NUMBER: 0000950115-97-001663 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971029 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: 97703190 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. 32) 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. 32 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 10. Additional Information Item 10 is hereby amended as follows: (f) On October 29, 1997, UPR announced that it and Purchaser were extending the expiration date for the Offer to 12:00 midnight, New York City time, on Monday, November 24, 1997. According to reports from the Depositary, at the close of business on October 28, 1997, 15,631,890 Shares remained tendered pursuant to the Offer. Item 11. Material to be Filed as Exhibits. Item 11 is hereby amended to add the following: (a)(40) Press release, dated October 29, 1997, relating to extension of the tender offer. 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 29, 1997 EXHIBIT INDEX Exhibit No. Description Page No. - ---------- ----------- -------- (a)(40) Press release, dated October 29, 1997, relating to extension of the tender offer. EX-99.(A)(40) 2 PRESS RELEASE News Release [UPR LOGO] - -------------------------------------------------------------------------------- UPR EXTENDS EXPIRATION OF TENDER OFFER FOR PENNZOIL TO NOVEMBER 24 Fort Worth, TX, October 29, 1997 -- Union Pacific Resources Group Inc. [NYSE; UPR] today announced that the $84 per share all cash tender offer of UPR and its wholly owned subsidiary, Resources Newco, Inc., for shares of Pennzoil Company has been extended to midnight New York time November 24, 1997. The offer was previously scheduled to expire on November 5, 1997. UPR said it was extending the offer for a number of reasons, including ongoing assessments of litigation involving the disclosure of Pennzoil's strategic plan and of drilling results from Pennzoil's Karabakh prospect in the Caspian Sea. At the close of business, October 28, 1997, a total of 15,631,890 shares still remained tendered. Normal practice is for many investors to withdraw their shares temporarily after the initial expiration in order to give themselves trading flexibility prior to re-tendering at a later date. # # # Media Contact: Investor Relations Contact: Walter Montgomery Michael Liebschwager 212-484-6721 817-877-6531 -----END PRIVACY-ENHANCED MESSAGE-----