EXHIBIT 99.3
NOTICE OF GUARANTEED DELIVERY FOR
OFFER TO EXCHANGE NEWLY ISSUED OFFER TO EXCHANGE NEWLY ISSUED
% EXCHANGEABLE SENIOR % EXCHANGEABLE SENIOR
DEBENTURES DUE 2008 DEBENTURES 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
Registered holders of 6 1/2% exchangeable senior debentures due 2003 (the "6
1/2% Debentures") of Pennzoil Company, a Delaware corporation (the "Company"
or "Pennzoil") who wish to tender any such 6 1/2% Debentures in exchange for
new % exchangeable senior debentures due 2008 of the Company (the "New %
Debentures") and registered holders of 4 3/4% exchangeable senior debentures
due 2003 (the "4 3/4% Debentures" and, together with the 6 1/2% Debentures,
the "Old Debentures"), who wish to tender any such 4 3/4% Debentures in
exchange for new % 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 May , 1998 (the "Prospectus"),
and the related Letters of Transmittal, and whose Old Debentures are not
immediately available or who cannot deliver their Old Debentures and the
respective Letters of Transmittal (and any other documents required by the
Letters of Transmittal) to Chase Bank of Texas, National Association (the
"Exchange Agent") prior to the Expiration Dates (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 Offers--Procedures for Tendering" in the Prospectus.
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER:
CHASE BANK OF TEXAS NATIONAL ASSOCIATION
By Mail:
By Hand or Overnight
Courier:
(registered or certified
mail recommended)
Chase Texas Trust Company
c/o Chase Bank of Chase Bank of Texas National
Texas 55 Water Street, North Association
National Association Building Corporate Trust Services
Corporate Trust Room 234, Windows 20 & 21 P.O. Box 2320
Service or New York, New York 10041 Dallas, Texas 75221-2320
1201 Main, 18th Floor
Dallas, Texas 75202
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 Letters 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 May , 1998, 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): ___________________
-------------------------------
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
LETTERS OF TRANSMITTAL.
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