EXHIBIT 99.5
OFFER TO EXCHANGE NEWLY ISSUED
OFFER TO EXCHANGE NEWLY ISSUED
% EXCHANGEABLE SENIOR DEBENTURES % EXCHANGEABLE SENIOR DEBENTURES
DUE 2008 DUE 2008
OF
OF
PENNZOIL COMPANY
PENNZOIL COMPANY
FOR A PORTION OF OUTSTANDING FOR A PORTION OF OUTSTANDING
6 1/2% EXCHANGEABLE SENIOR
DEBENTURES DUE 2003 4 3/4% EXCHANGEABLE SENIOR
DEBENTURES DUE 2003
To Our Clients:
Enclosed for your consideration is a Prospectus, dated May , 1998 (the
"Prospectus"), of Pennzoil Company, a Delaware corporation (the "Company"), and
related Letters of Transmittal (which, together with the Prospectus,
constitutes the "Exchange Offers") relating to the offer by the Company to
issue its 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 the offer by the Company to issue its
new % exchangeable senior debentures due 2008 (the "New % Debentures) in
exchange for a portion of 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") of the Company, upon the terms and subject to the conditions
set forth in the Prospectus. This material is being forwarded to you as the
beneficial owner of the Old Debentures held by us in your account but not
registered in your name.
The 6 1/2% Exchange Offer will be for a principal amount of 6 1/2% Debentures
(the "6 1/2% Target Amount") that is exchangeable into between 4.61 million and
5.77 million shares of common stock of Chevron Corporation under the existing
exchange rights (a range between $193.84 million and $242.80 million principal
amount of 6 1/2% Debentures) and upon the terms and conditions set forth in the
Prospectus and the related 6 1/2% Letter of Transmittal (which, together with
the Prospectus, constitutes the "4 3/4% Exchange Offer"). The New %
Debentures will not be issued in denominations of less than $1,000, and the
Company will pay cash in lieu of issuing New % Debentures in principal
amounts of less than $1,000.
The 4 3/4% Exchange Offer will be for a principal amount of 4 3/4% Debentures
(the "4 3/4% Target Amount") that is exchangeable into between 3.30 million and
4.13 million shares of Chevron Stock under existing exchange rights (a range
between $193.84 million and $242.80 million principal amount of 4 3/4%
Debentures) and upon the terms and conditions set forth in the Prospectus and
the related 4 3/4% Letter of Transmittal (which, together with the Prospectus,
constitutes the "4 3/4% Exchange Offer"). The New % Debentures will not be
issued in denominations of less than $1,000, and the Company will pay cash in
lieu of issuing New % Debentures in a principal amount of less than $1,000.
PLEASE NOTE THAT THE EXCHANGE OFFERS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON , 1998, UNLESS EXTENDED BY THE COMPANY, IN WHICH CASE THE TERM "6
1/2% EXPIRATION DATE" MEANS THE LATEST DATE AND TIME TO WHICH THE 6 1/2%
EXCHANGE OFFER IS EXTENDED, AND THE TERM "4 3/4% EXPIRATION DATE" MEANS THE
LATEST DATE AND TIME TO WHICH THE 4 3/4% EXCHANGE OFFER IS EXTENDED.
The Company expressly reserves the right to withdraw or terminate either or
both of the Exchange Offers and promptly return all Old Debentures, at any
time, (a) if either or both of the Exchange Offers would result in less than
$100 million in principal amount of the respective series of New Debentures
being issued or upon the failure of certain other conditions described in the
Prospectus (b) if the Average Chevron Stock Price is less than $78.00 per share
or is more than $91.00 per share or (c) upon the occurrence of any of the other
events listed in the Prospectus.
We are the holder of record of Old Debentures held by us for your account. A
tender of such Old Debentures can be made only by us as the record holder and
pursuant to your instructions. THE LETTERS OF TRANSMITTAL ARE FURNISHED TO YOU
FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER THE OLD
DEBENTURES HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish to tender any or all of the
Old Debentures held by us for your account pursuant to the terms and
conditions of either or both of the Exchange Offers. Please so instruct us by
completing, executing, detaching, and returning to us the instruction form on
the detachable part hereof. An envelope to return your instructions to us is
enclosed. If you authorize tender of your Old Debentures, please forward to us
your instructions in ample time to permit us to submit a tender on your behalf
prior to either or both of the Expiration Dates. Unless otherwise indicated on
the instruction form, you will be deemed to have tendered the entire aggregate
principal amount at maturity of Old Debentures held by us for your account.
Very truly yours,
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INSTRUCTIONS WITH RESPECT TO THE
OFFER TO EXCHANGE NEWLY ISSUED OFFER TO EXCHANGE NEWLY ISSUED
% EXCHANGEABLE SENIOR DEBENTURES % EXCHANGEABLE SENIOR DEBENTURES
DUE 2008 DUE 2008
OF OF
PENNZOIL COMPANY PENNZOIL COMPANY
FOR A PORTION OF OUTSTANDING FOR A PORTION OF OUTSTANDING
6 1/2% EXCHANGEABLE SENIOR 4 3/4% EXCHANGEABLE SENIOR
DEBENTURES DUE 2003 DEBENTURES DUE 2003
The undersigned acknowledges receipt of your letter enclosing the
Prospectus, dated May , 1997, of Pennzoil and the related Letters of
Transmittal relating to the respective Exchange Offers. This will instruct you
to tender the principal amount at maturity of Old Debentures indicated below
held by you for the account of the undersigned, pursuant to the terms and
subject to the conditions of the respective Exchange Offers, and confirm that
you may make the representations contained in the respective Letters of
Transmittal on behalf of the undersigned.
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DESCRIPTION OF OLD DEBENTURES TO BE TENDERED
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Aggregate Principal Aggregate Principal
Amount Amount
of 6 1/2% of 6 1/2% Debentures
Debentures Tendered
Held by You for the
Account
of the Undersigned
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Aggregate Principal Aggregate Principal
Amount Amount
of 4 3/4% of 4 3/4% Debentures
Debentures Tendered
Held by You for the
Account
of the Undersigned
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
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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.
Signature(s): ____________________________
_________________________________________
Please print name(s): ____________________
_________________________________________
Date: , 1998
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