EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY FOR OFFER TO EXCHANGE
NEWLY ISSUED EXCHANGEABLE SENIOR DEBENTURES DUE 2008
OF
PENNZOIL COMPANY
FOR A PORTION OF ITS
6 1/2% EXCHANGEABLE SENIOR DEBENTURES DUE 2003
AND
4 3/4% EXCHANGEABLE SENIOR DEBENTURES DUE 2003
Registered holders of 6 1/2% exchangeable senior debentures due 2003 (the "6
1/2% Debentures") and 4 3/4% exchangeable senior debentures due 2003 (the "4
3/4% Debentures" and, together with the 6 1/2% Debentures, the "Old
Debentures") of Pennzoil Company, a Delaware corporation (the "Company" or
"Pennzoil"), who wish to tender any such Old Debentures in exchange for
exchangeable senior debentures due 2008 (the "New Debentures") of the Company,
on the terms and subject to the conditions set forth in the Prospectus of the
Company, dated , 1997 (the "Prospectus"), and the related Letter of
Transmittal, and whose Old Debentures are not immediately available or who
cannot deliver their Old Debentures and Letter of Transmittal (and any other
documents required by the Letter of Transmittal) to Texas Commerce Bank
National Association (the "Exchange Agent") prior to the Expiration Date (as
defined in the Prospectus), may use this Notice of Guaranteed Delivery or one
substantially equivalent hereto. This Notice of Guaranteed Delivery may be
delivered by hand or sent by facsimile transmission (receipt confirmed by
telephone and an original delivered by guaranteed overnight delivery) or
mailed to the Exchange Agent. See "The Exchange Offer--Procedures for
Tendering" in the Prospectus.
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER:
TEXAS COMMERCE BANK NATIONAL ASSOCIATION
By Hand or Overnight Courier: By Mail:
c/o Texas Commerce Texas Commerce Trust (registered or certified
Bank Company of New York mail recommended)
National Association 55 Water Street, North Texas Commerce Bank National
Corporate Trust Building Association
Service or Room 234, Windows 20 & 21 Corporate Trust Services
1201 Main, 18th Floor New York, New York 10041 P.O. Box 2320
Dallas, Texas 75202 Dallas, Texas 75221-2320
Facsimile Number:
(For Eligible Institutions Only)
(214) 672-5746
Confirm by Telephone:
(214) 672-5678
Delivery of this Notice of Guaranteed Delivery to an address other than as
set forth above or transmission of instructions via a facsimile transmission
to a number other than as set forth above will not constitute a valid
delivery.
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, such signature guarantee must appear in
the applicable space provided in the Letter of Transmittal for the guarantee
of signatures.
The undersigned hereby tenders the aggregate principal amount at maturity of
Old Debentures indicated below, upon the terms and subject to the conditions
contained in the Prospectus, dated , 1997, of the Company, receipt of
which is hereby acknowledged.
DESCRIPTION OF OLD DEBENTURES TENDERED
Aggregate Principal Amount at Maturity of 6 1/2% Debentures:$
Aggregate Principal Amount at Maturity of 4 3/4% Debentures:$
Certificate Number(s) (if available): ___________________
-------------------------------
INTEREST RATE PER DEBENTURE AT
WHICH OLD DEBENTURES ARE BEING TENDERED FOR EXCHANGE
CHECK ONLY ONE BOX.
IF MORE THAN ONE BOX IS CHECKED
OR IF NO BOX IS CHECKED, THERE IS
NO VALID TENDER OF OLD DEBENTURES.
OLD DEBENTURES TENDERED AT INTEREST RATE
DETERMINED BY DUTCH AUCTION
[_]The undersigned wants to maximize the chance of having the Company accept
for exchange all of the Old Debentures that the undersigned is tendering.
Accordingly, by checking this one box INSTEAD OF ONE OF THE INTEREST RATE
BOXES BELOW, the undersigned hereby tenders Old Debentures at, and is
willing to accept, the Interest Rate resulting from the Dutch auction
tender process. This action could result in receiving interest rate as low
as 4 3/4% or as high as 6%.
*** CHECK EITHER THE BOX ABOVE OR CHECK ONE BOX BELOW ***
OLD DEBENTURES TENDERED AT INTEREST RATE
DETERMINED BY HOLDER
[_] 4.75% [_] 5.10% [_] 5.45% [_] 5.80%
[_] 4.80% [_] 5.15% [_] 5.50% [_] 5.85%
[_] 4.85% [_] 5.20% [_] 5.55% [_] 5.90%
[_] 4.90% [_] 5.25% [_] 5.60% [_] 5.95%
[_] 4.95% [_] 5.30% [_] 5.65% [_] 6.00%
[_] 5.00% [_] 5.35% [_] 5.70%
[_] 5.05% [_] 5.40% [_] 5.75%
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IF OLD DEBENTURES ARE BEING TENDERED AT MORE THAN ONE INTEREST
RATE, YOU MUST USE A SEPARATE LETTER OF TRANSMITTAL
FOR EACH INTEREST RATE TO BE SPECIFIED
Unless otherwise indicated, the undersigned will be deemed to have tendered
the entire aggregate principal amount at maturity of Old Debentures held for
the account of the undersigned.
Address(es):_____________________________________________
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Area Code and Telephone Number: _________________________
Signature(s):____________________________________________
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If Old Debentures will be delivered by book-
entry transfer to The Depository Trust
Company, provide account number.
Account Number:_________________________________________
The undersigned has a net long position in Old Debentures or equivalent
securities at least equal to the Old Debentures described above (that will be
delivered within three New York Stock Exchange, Inc. trading days after the
date of execution of this Notice of Guaranteed Delivery) within the meaning of
Rule 14e-4 under the Securities Exchange Act of 1934, as amended.
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THE FOLLOWING GUARANTEE MUST BE COMPLETED
GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm that is a member of a registered national securities
exchange or a member of the National Association of Securities Dealers, Inc.
or a commercial bank or trust company having an office, branch, agency, or
correspondent in the United States, hereby guarantees to deliver to the
Exchange Agent at one of its addresses set forth above, the certificates
representing the Old Debentures, together with a properly completed and duly
executed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees, and any other documents required by the Letter of
Transmittal, within three New York Stock Exchange, Inc. trading days after the
date of execution of this Notice of Guaranteed Delivery.
Name of Firm:________________________ -------------------------------------
Address:_____________________________ (Authorized Signature)
------------------------------- -------------------------------------
------------------------------- Name: _______________________________
(Include Zip Code) (Please type or print)
Area Code and Telephone Number: _____ Title: ______________________________
Date: _______________________________
NOTE: DO NOT SEND CERTIFICATES OF OLD DEBENTURES WITH THIS NOTICE OF
GUARANTEED DELIVERY. CERTIFICATES OF OLD DEBENTURES SHOULD BE SENT WITH YOUR
LETTER OF TRANSMITTAL.
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