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SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 23, 1997
PENNZOIL COMPANY
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-5591 74-1597290
(Commission File Number) (I.R.S. Employer
Identification No.)
Pennzoil Place, P.O. Box 2967
Houston, Texas 77252-2967
(Address of principal (Zip code)
executive offices)
(Registrant's telephone number, including area code): (713) 546-4000
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Item 5. Other Events
On June 23, 1997, Resources Newco, Inc. ("Newco"), a
Delaware corporation and a wholly owned subsidiary of Union
Pacific Resources Group Inc., a Utah corporation ("UPR"),
commenced a tender offer to purchase up to 25,094,200 shares
of common stock, par value $0.83 1/3 per share ("Shares"), of
Pennzoil Company ("Pennzoil" or the "Company") (including
the associated preferred stock purchase rights of the
Company (the "Rights") issued pursuant to the Rights
Agreement dated as of October 28, 1994 (the "Rights
Agreement") between the Company and Chemical Bank, as Rights
Agent) or such greater number of Shares as equals 50.1% of
the Shares outstanding on a fully diluted basis, at $84.00
per Share, net to the seller in cash, without interest
thereon (the "Offer").
UPR has disclosed that it is seeking to negotiate with
the Company a definitive acquisition agreement to effect a
merger (the "Proposed Squeeze Out Merger" and, together with
the Offer, the "UPR Proposal"), pursuant to which all Shares
not tendered and purchased pursuant to the Offer (other than
Shares held in the treasury of Pennzoil or owned by UPR or
its subsidiaries) would be converted into a number of shares
of common stock, no par value, of UPR ("UPR Common Stock"),
determined, within a pricing collar of $25.00 to $30.00, by
dividing $84.00 by the average of the closing prices per
share of UPR Common Stock for the 20 consecutive trading
days ending five days prior to a meeting of Pennzoil
stockholders that would be called for the purpose of voting
on the Proposed Squeeze Out Merger. UPR has disclosed that,
if the average of the closing prices during such 20-day
period were less than $25.00 or greater than $30.00, the
exchange ratio for the Proposed Squeeze Out Merger would be
fixed at 3.36 shares of UPR Common Stock or 2.80 shares of
UPR Common Stock, respectively.
On June 23, 1997, UPR and Newco commenced litigation
against Pennzoil and the Board of Directors of the Company
(the "Board") in the Chancery Court of Delaware seeking,
among other things, an order compelling the Board to redeem
the Rights or render the Rights Agreement inapplicable to
the Offer and the Proposed Squeeze Out Merger, and to compel
the Board to approve the Offer and the Proposed Squeeze Out
Merger for purposes of Section 203 of the Delaware General
Corporation Law and for purposes of Article Sixth of
Pennzoil's Restated Certificate of Incorporation, all on the
grounds that the failure to do so would constitute a breach
of the fiduciary obligations of the Board to Pennzoil's
stockholders under Delaware law. Pennzoil and its directors
have filed an answer in the proceeding in the Chancery Court
denying that Pennzoil's Board has breached any fiduciary
obligations. The Complaint filed by UPR and Newco and
the Answer filed by Pennzoil in the Chancery Court of
Delaware have been filed as Exhibits 19 and 20,
respectively, to the Solicitation/Recommendation Statement
on Schedule 14D-9 of Pennzoil filed with the Securities and
Exchange Commission (the "Commission") on July 1, 1997
("Schedule 14D-9"). UPR and Newco have also commenced
litigation against Pennzoil in the United States District
Court for the Northern District of Texas seeking a
declaratory judgment that the disclosure documents that have
been filed with the Commission by UPR and Newco in
connection with the Offer comply fully with all applicable
provisions of law. Newco and UPR have also commenced an
action in United States District Court for the Middle
District of Louisiana seeking a declaratory judgment that a
Louisiana state takeover statute as applied to any Shares
purchased pursuant to the Offer is unconstitutional and an
injunction against enforcement of such statute in connection
with the Offer. The Complaints filed in the United States
District Courts for the Northern District of Texas and for
the Middle District of Louisiana have been filed as Exhibits
22 and 23, respectively, to the Schedule 14D-9.
On June 25, 1997, Pennzoil commenced litigation against
UPR and Newco in the United States District Court for the
District of Delaware alleging, among other things, that the
Tender Offer Statement on Schedule 14D-1 of UPR and Newco
filed with the Commission (the "Schedule 14D-1") contains
certain misstatements and omissions. The complaint seeks a
judgment (1) to enjoin UPR and Newco from making false and
misleading statements and omissions in connection with the
Offer, (2) to compel UPR and Newco to make corrective
disclosures that cure all of the alleged false and
misleading statements and omissions in the Schedule 14D-1
and (3) to enjoin UPR and Newco from acquiring any Shares
until at least 30 days after dissemination of additional
securities filings. The complaint filed by the Company in
Delaware federal district court has been filed as Exhibit 24
to the Schedule 14D-9.
On June 25, 1997, UPR and Newco amended the
original complaint filed by UPR and Newco against Pennzoil
in the United States District Court for the Northern
District of Texas. In addition to the allegations contained
in the original complaint in that action, the amended
complaint alleges, among other things, that Pennzoil
violated Section 14(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), Rule 14d-9
promulgated thereunder and Section 14(e) of the Exchange
Act. The Amended complaint has been filed as Exhibit 23 to
the Schedule 14D-9.
Pennzoil and its directors have been named as
defendants in five purported class actions filed between
June 23, 1997 and June 30, 1997 on behalf of the
stockholders of the Company in the Chancery Court of
Delaware. These actions are entitled: Steiner v. Pennzoil
Co. (C.A. No. 15764), Haberman v. Pennzoil Co. (C.A. No.
15773), Caplan v. Pate (C.A. No. 15781), Katz v. Pate (C.A.
No. 15775) and Axler v. Pennzoil Co. (C.A. No. 15777)
(collectively, the "Stockholder Actions"). The complaints in
the Stockholder Actions contain similar allegations, and
allege breach of fiduciary duty claims on the part of the
Board arising out of the UPR Proposal. The complaints in
the Stockholder Actions also seek similar relief, including
declaratory and injunctive relief barring defendants from
breaching their fiduciary duties to plaintiffs and the
putative class members and taking steps to impede any offer
to acquire the Company, as well as damages in an unspecified
amount. Copies of each of the Stockholder Actions are filed
as Exhibits 25 through 29 to the Schedule 14D-9.
Item 7. Financial Statements and Exhibits.
Exhibit Description
No.
1. - Complaint filed by UPR and Newco against the
Company et al. (dated June 23, 1997, Court of
Chancery of the State of Delaware in and for New
Castle County) (incorporated by reference,
Pennzoil Company Solicitation/Recommendation
Statement on Schedule 14D-9 dated July 1, 1997,
Exhibit 19).
2. - Answer filed by the Company to the Complaint filed
by UPR and Newco (dated June 27, 1997, Court of
Chancery of the State of Delaware in and for New
Castle County) (incorporated by reference,
Pennzoil Company Solicitation/Recommendation
Statement on Schedule 14D-9 dated July 1, 1997,
Exhibit 20).
3. - Original Complaint filed by UPR and Newco against
the Company (dated June 23, 1997, United States
District Court for the Northern District of Texas,
Fort Worth Division) (incorporated by reference,
Pennzoil Company Solicitation/Recommendation
Statement on Schedule 14D-9 dated July 1, 1997,
Exhibit 21).
4. - Verified Complaint for Declaratory and Injunctive
Relief filed by UPR and Newco against the Company
et al. (dated June 23, 1997, United States
District Court for the Middle District of
Louisiana) (incorporated by reference, Pennzoil
Company Solicitation/Recommendation Statement on
Schedule 14D-9 dated July 1, 1997, Exhibit 22).
5. - First Amended Complaint filed by UPR and Newco
against the Company (dated June 25, 1997, United
States District Court for the Northern
District of Texas, Forth Worth Division)
(incorporated by reference, Pennzoil Company
Solicitation/Recommendation Statement on Schedule
14D-9 dated July 1, 1997, Exhibit 23).
6. - Complaint filed by the Company against UPR and
Newco (dated June 23, 1997, Court of Chancery of
the State of Delaware in and for New Castle
County) (incorporated by reference, Pennzoil
Company Solicitation/Recommendation Statement on
Schedule 14D-9 dated July 1, 1997, Exhibit 24).
7. - Complaint filed by Kenneth Steiner against the
Company et al. (dated June 23, 1997, Court of
Chancery of the State of Delaware in and for New
Castle County) (incorporated by reference,
Pennzoil Company Solicitation/Recommendation
Statement on Schedule 14D-9 dated July 1, 1997,
Exhibit 25).
8. - Complaint filed by Jacob Haberman against the
Company et al. (dated June 24, 1997, Court of
Chancery of the State of Delaware in and for New
Castle County) (incorporated by reference,
Pennzoil Company Solicitation/Recommendation
Statement on Schedule 14D-9 dated July 1, 1997,
Exhibit 26).
9. - Complaint filed by Moise Katz against James L.
Pate et al. (dated June 24, 1997, Court of
Chancery of the State of Delaware in and for New
Castle County) (incorporated by reference,
Pennzoil Company Solicitation/Recommendation
Statement on Schedule 14D-9 dated July 1, 1997,
Exhibit 27).
10. - Complaint filed by Alan Caplan against James L.
Pate et al. (filed June 25, 1997, Court of Chancery
of the State of Delaware in and for New Castle
County) (incorporated by reference, Pennzoil
Company Solicitation/Recommendation Statement on
Schedule 14D-9 dated July 1, 1997, Exhibit 28).
11. - Complaint filed by Marilyn Axler against James L.
Pate et al. (dated June 25, 1997, Court of
Chancery of the State of Delaware in and for New
Castle County) (incorporated by reference,
Pennzoil Company Solicitation/Recommendation
Statement on Schedule 14D-9 dated July 1, 1997,
Exhibit 29).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
PENNZOIL COMPANY
Date: July 11, 1997 By: DAVID P. ALDERSON, II
David P. Alderson, II
Group Vice President