EXHIBIT 99.2
PENNZOIL-QUAKER STATE COMPANY
NOTICE OF GUARANTEED DELIVERY
for Tender of
All Outstanding
10% Senior Notes Due 2008
in exchange for
Registered
10% Senior Notes Due 2008
This form, or one substantially equivalent hereto, must be used by a holder
to accept the Exchange Offer relating to the 10% Senior Notes due 2008 of
Pennzoil-Quaker State Company (the "Issuer"), and to tender outstanding 10%
Senior Notes due 2008 (the "Old Notes") to the exchange agent under the
guaranteed delivery procedures described in "The Exchange Offer--Guaranteed
Delivery Procedures" of the Issuer's prospectus dated , 2002, and in
Instruction 2 to the related letter of transmittal. Any holder who wishes to
tender their Old Notes under the guaranteed delivery procedures must ensure
that JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as
exchange agent (the "Exchange Agent"), receives this notice of guaranteed
delivery, properly completed and duly executed, before the Expiration Date (as
defined below) of the Exchange Offer. The exchange of Old Notes for New Notes
and related documentation are referred to herein as the "Exchange Offer."
Capitalized terms used but not defined herein have the meanings ascribed to
them in the prospectus or the letter of transmittal.
The Exchange Offer will expire at 5:00 p.m., New York City time, on
, 2002, unless extended (the "Expiration Date"). Outstanding
notes tendered in the exchange offer may be withdrawn at any time before
5:00 p.m., New York City time, on the Expiration Date.
The Exchange Agent for the Exchange Offer is:
JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank)
For Delivery by Mail (registered or certified mail recommended), Overnight
Delivery or by Hand:
2001 Bryan Street, 9th Floor Dallas, Texas 75201
By Facsimile Transmission (eligible institutions only):
(214) 468-6494
Confirm by Telephone:
(214) 468-6464
Delivery of this instrument to an address other than as stated above, or
transmission of instructions via facsimile to a number other than those listed
above, will not constitute a valid delivery. The instructions accompanying
this notice of guaranteed delivery should be read carefully before the notice
of guaranteed delivery is completed.
This notice of guaranteed delivery is not to be used to guarantee
signatures. If a signature on a letter of transmittal is required to be
guaranteed by an "eligible institution" under the instructions thereto, that
signature guarantee must appear in the applicable space in the box provided on
the letter of transmittal for guarantee of signatures.
Ladies and Gentlemen:
The undersigned hereby tenders to the Issuer, in accordance with the
Issuer's Exchange Offer, upon the terms and subject to the conditions described
in the Issuer's prospectus dated , 2002 and the related letter of
transmittal, receipt of which is hereby acknowledged, the principal amount of
Old Notes listed below under the guaranteed delivery procedures described in
the prospectus under the caption "The Exchange Offer--Guaranteed Delivery
Procedures" and in Instruction 2 of the related letter of transmittal.
The undersigned hereby tenders the Old Notes listed below:
Certificate Number(s)
(if known) of Old Notes
Title of or Account Number at The Depository Aggregate Principal Aggregate Principal
Series Trust Company Amount Represented Amount Tendered
- ------------------------------------------------------------------------------------------
10% Senior
Notes Due
2008
- --------------------------------------------------------------------------------
PLEASE SIGN AND COMPLETE
------------------------------------- -------------------------------------
------------------------------------- -------------------------------------
Name(s) of Registered Holder(s) Signatures of Registered Holder(s)
or Authorized Signatory
-------------------------------------
-------------------------------------
Address
-------------------------------------
Area Code and Telephone Number(s) Dated , 2002.
----------------
THIS NOTICE OF GUARANTEED DELIVERY MUST BE SIGNED BY THE REGISTERED
HOLDER(S) OF OLD NOTES EXACTLY AS THE NAME(S) OF SUCH PERSON(S) APPEAR(S) ON
CERTIFICATES FOR OLD NOTES OR ON A SECURITY POSITION LISTING AS THE OWNER OF
OLD NOTES, OR BY PERSON(S) AUTHORIZED TO BECOME HOLDER(S) BY ENDORSEMENTS AND
DOCUMENTS TRANSMITTED WITH THIS NOTICE OF GUARANTEED DELIVERY. IF SIGNATURE IS
BY A TRUSTEE, EXECUTOR, ADMINISTRATOR, GUARDIAN, ATTORNEY-IN-FACT, OFFICER OR
OTHER PERSON ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY, SUCH PERSON MUST
PROVIDE THE FOLLOWING INFORMATION:
Please print name(s) and address(es)
Name(s):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Capacity:
- --------------------------------------------------------------------------------
Address(es):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
GUARANTEE
(not to be used for signature guarantee)
The undersigned, a firm which is a member firm of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
or is a commercial bank or trust company having an office or correspondent in
the United States, or is otherwise an "eligible guarantor institution" within
the meaning of Rule 17Ad-15 of the Securities Exchange Act of 1934, hereby
guarantees deposit with the Exchange Agent of the letter of transmittal (or
facsimile thereof or agent's message in lieu thereof), together with the Old
Notes tendered hereby in proper form for transfer (or confirmation of the book-
entry transfer of such Old Notes into the Exchange Agent's account at DTC as
described in the prospectus under the caption "The Exchange Offer--Procedures
for Tendering--Book-Entry Transfer" and in the related letter of transmittal)
and any other required documents, all by 5:00 p.m., New York City time, within
three business days following the Expiration Date of the Exchange Offer.
Name of Firm:
(Authorized Siganture)
Address:
Name:
(Include Zip Code) Title:
Area Code and Telephone Number: (Please Type or Print)
Date: , 2002
DO NOT SEND OLD NOTES WITH THIS FORM. ACTUAL SURRENDER OF OLD NOTES MUST BE
MADE UNDER, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY EXECUTED
LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.
2
INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
1. Delivery of this Notice of Guaranteed Delivery. A properly completed and
duly executed copy of this notice of guaranteed delivery (or facsimile hereof
or an agent's message and notice of guaranteed delivery in lieu hereof) and any
other documents required by this notice of guaranteed delivery with respect to
the Old Notes must be received by the Exchange Agent at its address listed
herein before the Expiration Date of the Exchange Offer. The method of delivery
of this notice of guaranteed delivery and any other required documents to the
Exchange Agent is at the election and sole risk of the holder, and the delivery
will be deemed made only when actually received by the Exchange Agent. If
delivery is by mail, registered mail with return receipt requested, properly
insured, is recommended. As an alternative to delivery by mail, the holders may
wish to consider using an overnight or hand delivery service. In all cases,
sufficient time should be allowed to assure timely delivery. For a description
of the guaranteed delivery procedures, see Instruction 2 of the related letter
of transmittal.
2. Signatures on this Notice of Guaranteed Delivery. If this notice of
guaranteed delivery (or facsimile hereof) is signed by the registered holder(s)
of the Old Notes referred to herein, the signature(s) must correspond exactly
with the name(s) written on the face of the Old Notes without alteration,
enlargement, or any change whatsoever. If this notice of guaranteed delivery
(or facsimile hereof) is signed by a participant of DTC whose name appears on a
security position listing as the owner of the Old Notes, the signature must
correspond with the name shown on the security position listing as the owner of
the Old Notes.
If this notice of guaranteed delivery (or facsimile hereof) is signed by a
person other than the registered holder(s) of any Old Notes listed or a
participant of the DTC, this notice of guaranteed delivery must be accompanied
by appropriate bond powers, signed as the name(s) of the registered holder(s)
appear(s) on the Old Notes or signed as the name(s) of the participant shown on
DTC's security position listing.
If this notice of guaranteed delivery (or facsimile hereof) is signed by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation, or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing and submit with the letter of
transmittal evidence satisfactory to the Exchange Agent of such person's
authority to so act.
3. Requests for Assistance or Additional Copies. Questions and requests for
assistance and requests for additional copies of the prospectus and this notice
of guaranteed delivery may be directed to the Exchange Agent at the address
listed on the cover page hereof. Holders may also contact their broker-dealer,
commercial bank, trust company, or other nominee for assistance concerning the
Exchange Offer.
3