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Court Denies Pennzoil Motion For Preliminary Injunction Against UPR Tender Offer

10 September 1997

Court Denies Pennzoil Motion For Preliminary Injunction Against UPR Tender Offer

    FORT WORTH, Texas, Sept. 10 -- The U.S. District Court for
the Northern District of Texas today denied Pennzoil's motion for a
preliminary injunction against UPR's tender offer on the basis that the motion
had been rendered moot as a result of the voluntary disclosures made by UPR
.  The court refused all relief sought by Pennzoil.
    In a statement, UPR said, "We are pleased with the court's decision and
with the fact that Pennzoil's sideshow is behind us.  We look forward to
focusing on the central issue:  how can Pennzoil's 'strategic plan' possibly
exceed UPR's $84 per share tender offer."
    UPR will file papers in U.S. District Court by the end of this week
seeking to compel Pennzoil to release to its shareholders and the public
material elements of its strategic plan.  UPR believes Pennzoil shareholders
should be permitted to evaluate for themselves the credibility of Pennzoil's
claims that the value in its plan can be achieved and will exceed UPR's
$84 per share tender offer.
    UPR also stated, "We believe that Pennzoil's track record of repeated
failures over the past seven years casts serious doubt on its ability to
exceed the value of the UPR offer.  We urge Pennzoil's Board to abandon its
'just say no' defense and allow their shareholders to participate in our
tender offer."

SOURCE  Union Pacific Resources Group, Inc.