EXHIBIT 99.1
LETTER OF TRANSMITTAL
TO ACCOMPANY 6 1/2% EXCHANGEABLE SENIOR DEBENTURES DUE 2003
OR 4 3/4% EXCHANGEABLE DEBENTURES DUE 2003
OF
PENNZOIL COMPANY
TENDERED PURSUANT TO THE OFFER TO EXCHANGE
DATED , 1998
THE EXCHANGE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON , UNLESS THE
EXCHANGE OFFER IS EXTENDED.
TO: TEXAS COMMERCE BANK NATIONAL ASSOCIATION, EXCHANGE AGENT
By Mail: By Facsimile: By Hand or Overnight
(registered or certified (214) 672-5746 Courier:
mail recommended) Confirm by Telephone To: c/o Texas Commerce Bank
Texas Commerce Bank (214) 672-5678 National Association
National Association Corporate Trust Services
Association Corporate 1201 Main, 18th Floor
Trust Services Dallas, Texas 75202
P.O. Box 2320 or
Dallas, Texas 75221-2320 Texas Commerce Trust
Company
of New York
55 Water Street, North
Building
Room 234, Windows 20 & 21
New York, New York 10041
DELIVERY OF THIS LETTER OF TRANSMITTAL 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.
The undersigned acknowledges receipt of the Prospectus, dated January ,
1998 (the "Prospectus"), of Pennzoil Company, a Delaware corporation
("Pennzoil" or the "Company"), which, together with this Letter of Transmittal
(the "Letter of Transmittal"), describes the Company's offer (the "Exchange
Offer") to issue its new exchangeable senior debentures due 2008 (the "New
Debentures") in exchange for a portion of its outstanding 6 1/2% exchangeable
senior debentures due 2003 (the "6 1/2% Debentures") and its outstanding 4
3/4% exchangeable senior debentures due 2003 (the "4 3/4% Debentures" and,
together with the 6 1/2% Debentures, the "Old Debentures").
The undersigned has checked the appropriate boxes below and signed this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer.
PLEASE READ THE ENTIRE PROSPECTUS AND LETTER OF TRANSMITTAL CAREFULLY BEFORE
CHECKING ANY BOX BELOW.
THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED.
QUESTIONS AND REQUESTS FOR ASSISTANCE OR ANY ADDITIONAL COPIES OF THE
PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE
AGENT.
List below the aggregate principal amount of Old Debentures to which this
Letter of Transmittal relates. If the space below is inadequate, the
certificate number(s), aggregate principal amount of Old Debenture(s) and the
principal amount of Old Debentures tendered should be listed on a separate
signed schedule affixed hereto.
DESCRIPTION OF OLD DEBENTURES TENDERED
(SEE INSTRUCTION 7)
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PRINCIPAL
NAME(S) AND ADDRESS(ES) OF AGGREGATE AMOUNT OF
REGISTERED HOLDER(S) (PLEASE PRINCIPAL AMOUNT OLD
FILL IN EXACTLY AS NAME(S) CERTIFICATE OF OLD DEBENTURES
APPEAR(S) ON CERTIFICATE(S) NUMBER(S)* DEBENTURE(S) TENDERED**
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TOTAL
OLD
DEBENTURES.
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Indicate in this box the order (by certificate number) in which Old
Debentures are to be exchanged in the event of proration.*** (Attach
additional signed list if necessary.)
See Instruction 10.
1st: 2nd: 3rd: 4th: 5th:
* Need not be completed by holders tendering Old Debentures by book-entry
transfer.
** Unless otherwise indicated in this column, a holder will be deemed to have
tendered the aggregate principal amount of all of the Old Debentures
represented by the tendered certificates. See Instruction 2.
*** If you do not designate an order, then in the event less than all Old
Debentures tendered are accepted due to proration, the Exchange Agent will
select the Old Debentures for acceptance.
2
This Letter of Transmittal is to be used if certificates for Old Debentures
are to be forwarded herewith. If delivery of Old Debentures is to be made
through book-entry transfer into the Exchange Agent's account at The
Depository Trust Company ("DTC"), this Letter of Transmittal need not be
delivered; provided, however, that tenders of Old Debentures must be effected
in accordance with DTC's Automated Tender Offer Program ("ATOP") procedures
and the procedures set forth in the Prospectus under the caption "The Exchange
Offer--Book-Entry Transfer."
Unless the context requires otherwise, the term "holder" for purposes of
this Letter of Transmittal means any person in whose name Old Debentures are
registered, any other person who has obtained a properly completed bond power
from the registered holder or any person whose Old Debentures are held of
record by DTC who desires to deliver such Old Debentures by book-entry
transfer at DTC.
Holders whose Old Debentures are not immediately available or who cannot
deliver their Old Debentures and all other documents required hereby to the
Exchange Agent prior to the Expiration Date may tender their Old Debentures
according to the guaranteed delivery procedure set forth in the Prospectus
under the caption "The Exchange Offer--Guaranteed Delivery." See Instruction
1.
(BOXES BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY)
[_] CHECK HERE IF TENDERED DEBENTURES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE
THE FOLLOWING:
Name of Tendering Institution:_______________________________________________
Account Number:______________________________________________________________
Transaction Code Number:_____________________________________________________
[_] CHECK HERE IF TENDERED OLD DEBENTURES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s):_____________________________________________
Date of Execution of Notice of Guaranteed Delivery:__________________________
Name of Institution that Guaranteed Delivery:________________________________
If delivery is by book-entry transfer:_______________________________________
Name of Tendering Institution:_______________________________________________
Account Number:______________________________________________________________
Transaction Code Number:_____________________________________________________
3
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the above-described Old Debentures.
Subject to, and effective upon, acceptance for exchange of the Old Debentures
tendered herewith in accordance with the terms and subject to the conditions
of the Exchange Offer (including, if the Exchange Offer is extended or
amended, the terms and conditions of any such extension or amendment), the
undersigned hereby exchanges, assigns and transfers to, or upon the order of,
the Company all right, title and interest in and to all the Old Debentures.
The undersigned hereby irrevocably constitutes and appoints the Exchange Agent
the true and lawful agent and attorney-in-fact of the undersigned with respect
to such Old Debentures, with full power of substitution and resubstitution
(such power of attorney being deemed to be an irrevocable power coupled with
an interest), to:
(a) deliver certificates for such Old Debentures, or transfer ownership
of such Old Debentures on the account books maintained by DTC, together, in
any such case, with all accompanying evidences of transfer and
authenticity, to or upon the order of the Company upon receipt by the
Exchange Agent, as the undersigned's agent, of the New Debentures for which
the Old Debentures are exchanged;
(b) present certificates for such Old Debentures for cancellation and
transfer on the books of the Company; and
(c) receive all benefits and otherwise exercise all rights of beneficial
ownership of such Old Debentures, all in accordance with the terms of the
Offer.
The undersigned hereby represents and warrants to the Company that:
(a) the undersigned has full power and authority to tender, exchange,
assign and transfer the Old Debentures tendered hereby and to acquire the
New Debentures issuable upon the exchange of such tendered Old Debentures;
(b) when and to the extent the Company accepts such Old Debentures for
exchange, the Company will acquire good, marketable and unencumbered title
to the tendered Old Debentures, free and clear of all security interests,
liens, restrictions, charges, encumbrances, conditional sales agreements or
other obligations relating to their sale or transfer and not subject to any
adverse claim;
(c) upon request, the undersigned will execute and deliver any additional
document that the Exchange Agent or the Company deems necessary or
desirable to complete the assignment, transfer and exchange of the Old
Debentures tendered hereby or transfer ownership of such Old Debentures on
the account books maintained by DTC;
(d) the undersigned understands that tenders of Old Debentures pursuant
to any one of the procedures described in the Exchange Offer and in the
instructions hereto will constitute the undersigned's acceptance of the
terms and conditions of the Exchange Offer, including the undersigned's
representation and warranty that:
(i) the undersigned has a net long position in Old Debentures or
equivalent securities at least equal to the Old Debentures tendered
within the meaning of Rule 14e-4 under the Securities Exchange Act of
1934, as amended (the "Exchange Act"); and
(ii) such tender of Old Debentures otherwise complies with Rule 14e-4
of the Exchange Act; and
(e) the undersigned has read and agrees to all of the terms of the
Exchange Offer.
All authorities conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or incapacity of the undersigned, and
every obligation of the undersigned hereunder shall be binding upon the heirs,
personal representatives, successors, assigns, trustees in bankruptcy and
legal representatives of the undersigned. Except as stated in the Exchange
Offer, this tender is irrevocable.
4
The undersigned understands that the Exchange Offer will be for a principal
amount of Old Debentures (the "Target Amount") that is exchangeable into
between 7.35 million and 14.39 million shares of Chevron Stock under the
Existing Exchange Rights. The Target Amount will be determined by reference to
the Average Chevron Stock Price (as defined below). See "The Exchange Offer--
Target Amount." However, Pennzoil reserves the right, in its sole discretion,
to accept more than the Target Amount of Old Debentures for exchange. The
"Average Chevron Stock Price" will be the average of the closing prices of
Chevron Stock on the NYSE on the two trading days ending on the second trading
day prior to the Expiration Date. On January , 1998, the last reported
closing price of Chevron Stock on the NYSE was $ per share. The Company
will not accept for exchange any Old Debentures if the Exchange Offer would
result in less than $100 million in principal amount of New Debentures being
issued.
The undersigned understands that the principal amount of New Debentures to
be issued in exchange for Old Debentures in the Exchange Offer will be equal
to the product of (i) 103% of the Average Chevron Stock Price (as defined
below) and (ii) the aggregate number of shares of Chevron Stock for which the
Old Debentures tendered by a holder are exchangeable as of the date that the
Company accepts Old Debentures pursuant to the Exchange Offer (the "Acceptance
Date") (subject to the payment of cash in lieu of the issuance of New
Debentures in a principal amount of less than $1,000).
The undersigned also understands that the interest rate per annum for the
New Debentures will be neither less than 4 3/4% nor more than 6%. Each holder
of Old Debentures tendered for exchange must specify in the Letter of
Transmittal, in increments of 0.05%, the minimum interest rate (but in no
event less than 4 3/4%) that such holder is willing to accept for the New
Debentures. The Company will select the lowest interest rate (the "Determined
Rate") that will allow it to accept the Target Amount of Old Debentures (or
such lesser amount of Old Debentures as is properly tendered and not withdrawn
specifying a coupon neither less than 4 3/4% per annum nor more than 6% per
annum, or such greater amount as Pennzoil, in its sole discretion, may
determine to accept). Notwithstanding the foregoing, a holder may elect in the
Letter of Transmittal to specify that all Old Debentures being tendered are
tendered at the "Determined Rate" (as opposed to specifying a particular
rate), which should increase the likelihood that the Company would accept for
exchange such holder's Old Debentures being tendered. See "The Exchange
Offer--Terms of the Exchange Offer." All Old Debentures properly tendered by a
holder specifying an interest rate for the New Debentures at or below the
Determined Rate, and not withdrawn, will be accepted for exchange, subject to
the terms and conditions of the Exchange Offer (including the possibility of
proration), provided that not more than $889.1 million principal amount, and
not less than $100 million principal amount, of New Debentures will be issued.
All New Debentures issued pursuant to the Exchange Offer will bear interest at
the Determined Rate. The Company will pay accrued interest on Old Debentures
accepted for exchange through the Acceptance Date. Payment of such accrued
interest on the Old Debentures will accompany delivery of the New Debentures.
Unless otherwise indicated under "Special Issuance Instructions," please
issue the certificate for the New Debentures for any Old Debentures exchanged,
and/or return the certificate(s) for any Old Debentures not exchanged, and
issue checks in payment of the cash to be paid in lieu of principal amounts of
New Debentures of less than $1,000 in the name(s) of the undersigned (and, in
the case of Old Debentures tendered by book-entry transfer, by credit to the
account at DTC). Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail the certificate for the New Debentures, and/or any
certificate(s) for Old Debentures not tendered or not exchanged (and
accompanying documents, as appropriate), and any checks to the undersigned at
the address shown below the undersigned's signature(s). In the event that both
"Special Issuance Instructions" and "Special Delivery Instructions" are
completed, please issue the certificate for the New Debentures for any Old
Debentures exchanged, and/or return any Old Debentures not exchanged in the
name(s) of, and mail such check and/or any certificates to, the person(s) so
indicated. The undersigned recognizes that the Company has no obligation,
pursuant to the "Special Issuance Instructions," to transfer any Old
Debentures from the name of the registered holder(s) thereof if the Company
does not accept for exchange any of the Old Debentures so tendered.
5
THE UNDERSIGNED UNDERSTANDS THAT ACCEPTANCE OF OLD DEBENTURES
BY THE COMPANY FOR EXCHANGE WILL CONSTITUTE A BINDING AGREEMENT
BETWEEN THE UNDERSIGNED AND THE COMPANY UPON THE TERMS AND
SUBJECT TO THE CONDITIONS OF THE OFFER.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
INTEREST RATE PER DEBENTURE AT
WHICH OLD DEBENTURES ARE BEING TENDERED FOR EXCHANGE
(SEE INSTRUCTION 8)
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
(subject to the possibility of proration). 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 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%
[_] 5% [_] 5.35% [_] 5.70%
[_] 5.05% [_] 5.40% [_] 5.75%
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
6
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 2, 3, 4 AND 12)
To be completed ONLY if the
certificate for the New
Debentures, and/or the
certificate(s) for Old Debentures
not accepted for exchange, and any
check issued in payment of the
cash to be paid in lieu of
principal amounts of New
Debentures of less than $1,000,
are to be issued or paid to or
credited to the account of someone
other than the undersigned.
Issue [_] Check
[_] Certificate(s) to:
Name(s) ___________________________
(Please Print)
Address ___________________________
(Zip Code)
-----------------------------------
(Tax Identification or Social
Security No.)
(complete accompanying Substitute
Form W-9)
[_] Credit Old Debentures
delivered by book-entry
transfer and not accepted for
exchange to the account set
forth below:
Account Number: ___________________
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 2, 3, 4 AND 12)
To be completed ONLY if the
certificate for the New
Debentures, and/or the
certificate(s) for Old Debentures
not accepted for exchange, and any
check issued in payment of the
cash to be paid in lieu of
principal amounts of New
Debentures of less than $1,000,
are to be mailed to someone other
than the undersigned, or to the
undersigned at an address other
than that shown above.
Deliver [_] Check [_] Certificates
to:
Name(s) ___________________________
(Please Print)
Address ___________________________
(Zip Code)
-----------------------------------
(Tax Identification or Social
Security No.)
(complete accompanying Substitute
Form W-9)
7
IMPORTANT
TENDERING HOLDER(S) SIGN HERE
(PLEASE COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9)
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SIGNATURE(S) OF HOLDER(S)
Dated: , 1998
If the holder is tendering any Old Debentures, the Letter of Transmittal must
be signed by the registered holder(s) exactly as the name(s) appear(s) on
certificate(s) for the Old Debentures, any person(s) authorized to become
registered holder(s) by endorsements and documents transmitted herewith or, if
the Old Debentures are held of record by DTC, the person in whose name such Old
Debentures are registered on the books of DTC. If signature is by a trustee,
executor, administrator, guardian, attorney-in-fact, officer of a corporation,
or other person acting in a fiduciary or representative capacity, please set
forth the full title of such person. See Instruction 3.
Name(s):________________________________________________________________________
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(PLEASE PRINT)
Capacity (full title):__________________________________________________________
Address:________________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone No.:____________________________________________________
Tax Identification or Social Security No.:______________________________________
(SEE ACCOMPANYING SUBSTITUTE FORM W-9)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 3 AND 4)
Name of Firm:___________________________________________________________________
Authorized Signature:___________________________________________________________
Name:___________________________________________________________________________
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(Please Print)
Title:__________________________________________________________________________
Address:________________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number:_________________________________________________
Dated ____________________________________________________________________, 1998
8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES. Only a holder of the Old Debentures may tender such Old Debentures
in the Exchange Offer. A holder who wishes to tender any Old Debentures for
exchange pursuant to the Exchange Offer must transmit a properly completed and
duly executed Letter of Transmittal, or a facsimile thereof, including any
other required documents, to the Exchange Agent prior to 5:00 p.m., New York
City time, on the Expiration Date. In addition, either (i) certificates for
such Old Debentures must be received by the Exchange Agent along with the
Letter of Transmittal, (ii) a timely confirmation of a book-entry transfer (a
"Book-Entry Confirmation") of such Old Debentures, if such procedure is
available, into the Exchange Agent's account at DTC pursuant to the procedure
for book-entry transfer described below must be received by the Exchange Agent
prior to the Expiration Date or (iii) the holder must comply with the
guaranteed delivery procedures described below.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE OLD DEBENTURES,
AND ANY OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE HOLDER
AND, EXCEPT AS OTHERWISE PROVIDED BELOW, THE DELIVERY WILL BE DEEMED MADE ONLY
WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IF SUCH DELIVERY IS BY MAIL, IT
IS SUGGESTED THAT REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY
INSURED, BE USED.
If a holder desires to accept the Exchange Offer and time will not permit a
Letter of Transmittal or Old Debentures to reach the Exchange Agent before the
Expiration Date or the procedure for book-entry transfer cannot be completed
on a timely basis, a tender may be effected if the Exchange Agent has received
at its office, prior to the Expiration Date, a letter, a telegram, or
facsimile transmission from an Eligible Institution (as defined below) setting
for the name and address of the tendering holder, the name(s) in which the Old
Debentures are registered and, if the Old Debentures are held in certificated
form, the certificate number of the Old Debentures to be tendered, and stating
that the tender is being made thereby and guaranteeing that within three
trading days after the date of execution of such letter, telegram, or
facsimile transmission by the Eligible Institution, the Old Debentures, in
proper form for transfer together with a properly completed and duly executed
Letter of Transmittal (and any other required documents), or a confirmation of
book-entry transfer of such Old Debentures into the Exchange Agent's account
at DTC, will be delivered by such Eligible Institution. Unless the Old
Debentures being tendered by the above-described method are deposited with the
Exchange Agent within the time period set forth above (accompanied or preceded
by a properly completed Letter of Transmittal and any other required
documents) or a confirmation of book-entry transfer of such Old Debentures in
the Exchange Agent's account at DTC in accordance with DTC's ATOP procedures
is received, the Company may, at its option, reject the tender. Copies of a
Notice of Guaranteed Delivery which may be used by Eligible Institutions for
the purposes described in this paragraph are available from the Exchange Agent
and the Information Agent.
No alternative, conditional, irregular, or contingent tenders will be
accepted. All tendering holders, by execution of this Letter of Transmittal
(or facsimile thereof), shall waive any right to receive notice of the
acceptance of the Old Debentures for exchange.
2. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER); WITHDRAWALS. If less than all of the Old Debentures evidenced by a
submitted certificate are to be tendered, the tendering holder(s) must fill in
the aggregate principal amount at maturity of Old Debentures tendered in the
box above entitled "Principal Amount of Old Debentures Tendered." A newly
issued certificate for Old Debentures submitted but not tendered will be sent
to such tendering holder as soon an practicable after the Expiration Date,
unless otherwise indicated in the appropriate box in this Letter of
Transmittal. The entire aggregate principal amount at maturity of Old
Debentures evidenced by certificates delivered to the Exchange Agent will be
deemed to have been tendered unless otherwise indicated.
9
Tenders of Old Debentures pursuant to the Exchange Offer may be withdrawn at
any time prior to the Expiration Date and, unless accepted for exchange by the
Company, may be withdrawn at any time after 40 business days after the date of
the Prospectus. To be effective, a written, telegraphic, telex, or facsimile
transmission notice of withdrawal must be timely received by the Exchange
Agent. Any such notice of withdrawal must specify the person(s) named in the
Letter of Transmittal as having tendered Old Debentures to be withdrawn, the
certificate number(s) of the Old Debentures to be withdrawn, the aggregate
principal amount at maturity of the Old Debentures delivered for exchange, a
statement that such holder(s) is withdrawing its election to have such Old
Debentures exchanged and the name(s) of the registered holder(s) of such Old
Debentures, and must be signed by the holder(s) in the same manner as the
original signature(s) on the Letter of Transmittal (including any required
signature guarantees) or be accompanied by evidence satisfactory to the
Company that the person withdrawing the tender has succeeded to the beneficial
ownership of the Old Debentures being withdrawn. The Exchange Agent will
return properly withdrawn Old Debentures promptly following receipt of notice
of withdrawal. If Old Debentures have been tendered pursuant to the procedure
for book-entry transfer, any notice of withdrawal must specify the name and
number of the account at DTC to be credited with the withdrawn Old Debentures
or otherwise comply with DTC's procedures. All questions as to the validity of
a notice of withdrawal, including the time of receipt, will be determined by
the Company, and such determination will be final and binding on all parties.
Withdrawals of tenders of Old Debentures may not be rescinded and any Old
Debentures withdrawn will thereafter be deemed not validly tendered for
purposes of the Exchange Offer. Properly withdrawn Old Debentures, however,
may be retendered by following the procedures therefor at any time prior to
the Expiration Date.
3. SIGNATURE ON THIS LETTER OF TRANSMITTAL; WRITTEN INSTRUMENTS AND
ENDORSEMENTS. If this Letter of Transmittal is signed by the registered
holder(s) of the Old Debentures tendered hereby, the signature must correspond
with the name(s) as written on the face of the certificates without
alteration, enlargement, or any change whatsoever.
If any of the Old Debentures tendered hereby are owned of record by two or
more joint owners, all such owners must sign this Letter of Transmittal. If
any of the Old Debentures tendered hereby are registered in different names on
different certificates, it will be necessary to complete, sign, and submit as
many separate copies of this Letter of Transmittal an there are different
registrations of Old Debentures.
When this Letter of Transmittal is signed by the registered holder(s) of Old
Debentures listed and tendered hereby, no endorsements of certificates or
separate written instruments of transfer or exchange are required. If this
Letter of Transmittal is signed by a person other than the registered
holder(s) of the Old Debentures listed, such Old Debentures must be endorsed
or accompanied by separate written instruments of transfer or exchange in form
satisfactory to the Company and duly executed by the registered holder(s), in
either came signed exactly as the name(s) of the registered holder(s)
appear(s) on the Old Debentures. If this Letter of Transmittal, any
certificates or separate written instruments of transfer or exchange are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations, or others acting in a fiduciary or representative
capacity, such person should so indicate when signing, and, unless waived by
the Company, proper evidence satisfactory to the Company of their authority so
to act must be submitted. Endorsements on certificates or signatures on
separate written instruments of transfer or exchange required by this
Instruction 3 must be guaranteed by an Eligible Institution.
If the Letter of Transmittal is signed by a person other than the registered
holder of any Old Debentures listed therein, such Old Debentures must be
endorsed or accompanied by a properly completed bond power, signed by such
registered holder as such registered holder's name appears on such Old
Debentures.
If this Letter of Transmittal or any certificate(s) or bond power(s) are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing and must submit proper
evidence satisfactory to the Company of their authority so to act. If the
certificate has been issued in the fiduciary or representative capacity, no
additional documentation will be required.
10
4. GUARANTEE OF SIGNATURE. No signature guarantee is required if either:
(a) this Letter of Transmittal is signed by the registered holder of the
Old Debentures (which term, for purposes of this document, shall include
any participant of DTC whose name appears on a security position listing as
the owner of such Old Debentures) exactly as the name of the registered
holder appears on the certificate tendered with this Letter of Transmittal
and payment and delivery are to be made directly to such owner unless such
owner has completed either the box entitled "Special Registration
Instructions" or "Special Delivery Instructions" above; or
(b) such Old Debentures are tendered for the account of a financial
institution (including most banks, savings and loan associations and
brokerage houses) that is a participant in the Security Transfer Agents
Medallion Program or The New York Stock Exchange Medallion Program or the
Stock Exchange Medallion Program (each such entity, an "Eligible
Institution").
In all other cases, an Eligible Institution must guarantee all signatures on
this Letter of Transmittal. See Instruction 3.
5. TRANSFER TAXES. The Company shall pay all transfer taxes, if any,
applicable to the transfer and exchange of Old Debentures to it or its order
pursuant to the Exchange Offer. If, however, certificates representing Old
Debentures are not tendered or accepted for exchange, are to be delivered to,
or are to be registered or issued in the name of, any person other than the
registered holder(s) of such Old Debentures tendered hereby, or if a transfer
tax is imposed for any reason other than the exchange of Old Debentures to the
Company or its order pursuant to the Exchange Offer, the amount of any such
transfer taxes (whether imposed on the registered holder(s) or any other
person) will be payable by the tendering holder(s). If satisfactory evidence
of payment of such taxes or exception therefrom in not submitted herewith, the
amount of such transfer taxes will be billed directly to such tendering
holder.
Except as provided in this Instruction 5, it will not be necessary for
transfer tax stamps to be affixed to the New Debentures listed in this Letter
of Transmittal.
6. EXTENSIONS, AMENDMENTS AND TERMINATION. The Company expressly reserves
the right to extend, waive, amend or modify the terms or conditions of the
Exchange Offer or withdraw or terminate the Exchange Offer at any time and for
any reason.
7. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES. Any holder whose
certificates for Old Debentures have been mutilated, lost, stolen or destroyed
should contact the Exchange Agent at the address indicated below for further
instructions.
8. INADEQUATE SPACE. If the space provided in the box captioned "Description
of Old Debentures Tendered" is inadequate, the certificate numbers, the
aggregate principal amount of Old Debentures represented by certificate(s)
and/or the principal amount of Old Debentures tendered should be listed on a
separate signed schedule and attached to this Letter of Transmittal.
9. INDICATION OF INTEREST RATE AT WHICH OLD DEBENTURES ARE BEING TENDERED.
For Old Debentures to be properly tendered, the holder MUST check the box
indicating the interest rate per debenture at which he or she is tendering Old
Debentures under "Interest Rate Per Debenture at Which Old Debentures Are
Being Tendered" on this Letter of Transmittal. ONLY ONE BOX MAY BE CHECKED. IF
MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED, THERE IS NO PROPER
TENDER OF OLD DEBENTURES. A holder wishing to tender portions of his or her
Old Debenture holdings at different interest rates must complete a separate
Letter of Transmittal for each interest rate at which he or she wishes to
tender each such portion of his or her Old Debentures. The same Old Debentures
cannot be tendered (unless previously properly withdrawn as provided in the
Exchange Offer) at more than one interest rate. HOLDERS WISHING TO MAXIMIZE
THE POSSIBILITY THAT THEIR OLD DEBENTURES WILL BE EXCHANGED AT THE RELEVANT
INTEREST RATE MAY CHECK THE BOX ON THE LETTER OF
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TRANSMITTAL MARKED "OLD DEBENTURES TENDERED AT INTEREST RATE DETERMINED BY
DUTCH AUCTION." Checking this box may result in an interest rate of the Old
Debentures so tendered at the minimum interest rate of 4 3/4%.
10. ORDER OF ACCEPTANCE FOR EXCHANGE IN EVENT OF PRORATION. Holders may
designate the order in which their Old Debentures are to be accepted for
exchange in the event the order of exchange may have an effect on the federal
income tax classification of any gain.
11. BENEFICIAL OWNERS. Any beneficial owner whose Old Debentures are
registered in the name of a broker, dealer, commercial bank, trust company or
other nominee should contact the registered holder promptly and instruct such
registered holder to tender on such beneficial owner's behalf. If such
beneficial owner wishes to tender on such beneficial owner's behalf, such
beneficial owner must, prior to completing and executing the Letter of
Transmittal (or delivering an Agent's Message) and delivering such beneficial
owner's Old Debentures, either make appropriate arrangements to register
ownership of the Old Debentures in such beneficial owner's name or obtain a
properly completed bond power from the registered holder. The transfer of
registered ownership may take considerable time and may not be able to be
completed prior to the Expiration Date.
12. SPECIAL REGISTRATION AND DELIVERY INSTRUCTIONS. If the certificate for
New Debentures, and/or the certificate(s) for Old Debentures not tendered or
not purchased, and any check issued in payment of cash to be paid in lieu of
fractional amounts of New Debentures are to be issued in the name of a person
other than the signer of the Letter of Transmittal or if such certificates or
check are to be sent to someone other than the person signing the Letter of
Transmittal or to the signer at a different address, the boxes captioned
"Special Issuance Instructions" and/or "Special Delivery Instructions" on this
Letter of Transmittal should be completed as applicable, and signatures must
be guaranteed as described in Instruction 4. Holders tendering Old Debentures
by book-entry transfer will have any Old Debentures not accepted for payment
returned by crediting the account maintained by such holder at DTC.
13. IRREGULARITIES. All questions as to the validity, form, eligibility
(including time of receipt), acceptance and withdrawal of tendered Old
Debentures will be determined by the Company in its sole discretion, which
determination will be final and binding. The Company reserves the absolute
right to reject any and all Old Debentures not properly tendered or any Old
Debentures the Company's acceptance of which would, in the opinion of counsel
for the Company, be unlawful. The Company also reserves the right to waive any
defects, irregularities or conditions of tender as to particular Old
Debentures. The Company's interpretation of the terms and conditions of the
Exchange Offer (including the instructions in the Letter of Transmittal) will
be final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of Old Debentures must be cured
within such time as the Company shall determine. Although the Company intends
to notify holders of defects or irregularities with respect to tenders of Old
Debentures, neither the Company, the Exchange Agent nor any other person shall
incur any liability for failure to give such notification. Tenders of Old
Debentures will not be deemed to have been made until such defects or
irregularities have been cured or waived. Any Old Debentures received by the
Exchange Agent that the Company determines are not properly tendered and as to
which the defects or irregularities have not been cured or waived will be
returned by the Exchange Agent to the tendering holders, unless otherwise
provided in the Letter of Transmittal, as soon as practicable following the
Expiration Date.
14. QUESTIONS AND REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions
and requests for assistance may be directed to, or additional copies of the
Exchange Offer, the Notice of Delivery and this Letter of Transmittal may be
obtained from, the Information Agent at the addresses and telephone numbers
set forth at the end of this Letter of Transmittal or from your broker,
dealer, commercial bank or trust company.
15. SUBSTITUTE FORM W-9. Except as described below under "Important Tax
Information," federal income tax laws require each tendering holder to provide
the Company with a correct taxpayer identification number ("TIN") on the
Substitute Form W-9, which is provided below, and to indicate whether the
holder is
12
subject to backup withholding by crossing out Part 2 of the Substitute Form W-
9 if the holder is currently subject to backup withholding. Failure to provide
the information on such Form or to cross out Part 2 of such form, if
applicable, may subject the tendering holder to 31% federal income tax
withholding on payments made to the holder. The box in Part 3 of such Form may
be checked if the tendering holder has not been issued a TIN and has applied
for a TIN or intends to apply for a TIN in the near future. If the box in Part
3 is checked and the holder is not provided with a TIN within sixty (60) days,
the Company will withhold 31% on all such payments thereafter until a TIN is
provided to it.
16. DEFINITIONS. Capitalized terms used in this Letter of Transmittal and
not otherwise defined have the meanings given in the Prospectus.
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IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A PHOTOCOPY THEREOF) TOGETHER WITH
OLD DEBENTURE CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL
OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE OFFER, OR THE NOTICE
OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE OFFER, PRIOR TO THE
EXPIRATION DATE (AS DEFINED IN THE EXCHANGE OFFER).
IMPORTANT TAX INFORMATION
Under federal income tax law, a holder whose tendered Old Debentures are
accepted for exchange is required to provide the Company with such holder's
correct TIN on a Substitute Form W-9. if a holder is an individual, the TIN is
the holder's social security number. If the Company is not provided with the
correct TIN, the holder may be subject to a penalty imposed by the Internal
Revenue Service ("IRS"). In addition, payments that are made to such holder
with respect to New Debentures acquired pursuant to the Exchange Offer may be
subject to backup withholding.
If backup withholding applies, the Company is required to withhold 31% of
all payments with respect to the New Debentures made to a holder. Backup
withholding is not an additional tax. Rather, the tax liability of persons
subject to backup withholding will be reduced by the amount of tax withheld.
if withholding results in an overpayment of taxes, a refund may be obtained.
To prevent backup withholding on payments that are made to a holder with
respect to the New Debentures, the holder is required to notify the Company of
his, her or its correct TIN by completing the Substitute Form W-9 below,
certifying that the TIN provided on such Form is correct (or that such holder
is awaiting a TIN) and whether (i) the holder has been notified by the IRS
that the holder is subject to backup withholding as a result of a failure to
report all interest or dividends or (ii) the IRS has notified the holder that
the holder is no longer subject to backup withholding.
Certain holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding requirements.
A corporation must, however, complete the Substitute Form W-9, including
providing its TIN (unless it is a foreign corporation that does not have a
TIN) and indicating that it is exempt from backup withholding, in order to
establish its exemption from backup withholding. A foreign corporation or
individual, or other foreign person, must submit a statement, signed under
penalties of perjury, attesting to such person's status as a non-United States
person. Such statements can be obtained from the Exchange Agent.
See the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for additional instructions.
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- -------------------------------------------------------------------------------
PAYER'S NAME:
PART I--Taxpayer ----------------------
Identification Number--For Social Security
SUBSTITUTE all accounts, enter Number
FORM W-9 taxpayer identification OR____________________
number in the box at right. Employer
(For most individuals, this Identification Number
is your social security
number. If you do not have
a number, see Obtaining a
Number in the enclosed
Guidelines.) Certify by
signing and dating below.
DEPARTMENT OF THE
TREASURY
INTERNAL REVENUE (If awaiting TIN
SERVICE write
"Applied For")
PAYER'S REQUEST FOR NOTE: If the account is in the more than one name,
TAXPAYER see the chart in the enclosed Guidelines to
determine which number to give the payer.
IDENTIFICATION --------------------------------------------------------
NUMBER (TIN) --------------------------------------------------------
PART II--For Payees Exempt From Backup Withholding,
see the enclosed Guidelines and complete as
instructed therein.
- -------------------------------------------------------------------------------
CERTIFICATION--Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me), and
(2) I am not subject to backup withholding either because I have not been
notified by the Internal Revenue Service (the "IRS") that I am subject to
backup withholding as a result of failure to report all interest or
dividends, or the IRS has notified me that I am no longer subject to
backup withholding.
CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you have
been notified by the IRS that you are subject to backup withholding because
of underreporting interest or dividends on your tax return. However, if after
being notified by the IRS that you were subject to backup withholding you
receive another notification from the IRS that you are no longer subject to
backup withholding, do not cross out item (2). (Also see instructions in the
enclosed Guidelines.)
- -------------------------------------------------------------------------------
Signature _______________________________________________________ Date: , 1998
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE
OFFER. FOR ADDITIONAL DETAILS, PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
15
The Exchange Agent:
TEXAS COMMERCE BANK NATIONAL ASSOCIATION
By Mail: By Facsimile: By Hand or Overnight
(registered or certified (214) 672-5746 Courier:
mail recommended) c/o Texas Commerce Bank
Texas Commerce Bank Confirm by Telephone to: National Association
National Association (214) 672-5678 Corporate Trust Services
Association Corporate 1201 Main, 18th Floor
Trust Services Dallas, Texas 75202
P.O. Box 2320 or
Dallas, Texas 75221-2320 Texas Commerce Trust
Company
of New York
55 Water Street, North
Building
Room 234, Windows 20 & 21
New York, New York 10041
The Information Agent:
D.F. KING & CO., INC.
CALL TOLL FREE 1-800-735-3591
77 Water Street Royex House
New York, New York 10005 Aldermanbury Square
(212) 269-5550 London EC2V 7HR
(Call Collect) 011-44-171-600-5005
(Call Collect)
The Dealer Manager is:
PAINEWEBBER INCORPORATED
1285 Avenue of the Americas
New York, New York 10019
Telephone: (800) 595-8360 (toll free)
Important: This Letter of Transmittal or a photocopy hereof or, in the case of
a book-entry transfer, an Agent's Message in lieu of the Letter of
Transmittal (together with certificates for the Old Debentures being
tendered and all other required documents), or a Notice of
Guaranteed Delivery must be received by the Exchange Agent prior to
5:00 p.m., New York City Time, on the Expiration Date.
16