UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
SCHEDULE 14D-9
(Rule 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
________________
UNIOIL
(Name of Subject Company)
UNIOIL
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
904808 30 0
(CUSIP Number of Class of Securities)
________________
Charles E. Ayers, Jr.
710 North Hamilton Street
Richmond, VA 23221-2035
(804) 358-4731
With a copy to:
Jack M. Merritts
Lathrop & Gage L.C.
370 17th Street, Suite 4650
Republic Plaza
Denver, CO 80202
(720) 931-3217
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing persons)
x Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
On October 20, 2006, Petroleum Development Corporation (“PDC”) issued a press release announcing that it had reached an agreement with Unioil (the “Company”) pursuant to which PDC will make an all-cash tender offer to acquire all of the Company’s outstanding shares for $1.91 per share followed by a merger (the “Agreement”). A copy of the press release is included as Exhibit (a)(1) hereto.
Following commencement of the tender offer, the Company intends to file a solicitation / recommendation statement on Schedule 14D-9 (the “Schedule 14D-9”). The Company’s stockholders should read the Schedule 14D-9 when it becomes available as it will contain important information regarding the transaction. Investors will be able to obtain, without charge, a copy of the Schedule 14D-9 and other filed documents relating to this transaction from the Company and through the website of the Securities and Exchange Commission at www.sec.gov.
Item 9. | Exhibits |
Exhibit No. |
| Description |
(a)(1) |
|
Press Release, dated October 20, 2006. |
EXHIBIT INDEX
Exhibit No. |
| Description |
(a)(1) |
|
Press Release, dated October 20, 2006. |
