EXHIBIT 99.2
LETTER OF TRANSMITTAL
TO ACCOMPANY 4 3/4% EXCHANGEABLE SENIOR DEBENTURES DUE 2003
OF
PENNZOIL COMPANY
TENDERED PURSUANT TO THE OFFER TO EXCHANGE
DATED JULY 1, 1998
THE 4 3/4% EXCHANGE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, JULY 31, UNLESS THE 4
3/4% EXCHANGE OFFER IS EXTENDED.
TO: CHASE BANK OF TEXAS NATIONAL ASSOCIATION, EXCHANGE AGENT
By Mail: By Facsimile: By Hand or Overnight
(registered or certified (214) 672-5746 Courier:
mail recommended) c/o Chase Bank of Texas,
Chase Bank of Texas, National Association,
National Confirm by telephone to: Corporate Trust Services
Association, Corporate (214) 672-5678 1201 Main, 18th Floor
Trust Services Dallas, Texas 75202
P.O. Box 2320 or
Dallas, Texas 75221-2320 Chase Texas Trust Company
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.
Deliveries to the Book-entry Transfer Facility will not constitute valid
Delivery to the Depository.
The undersigned acknowledges receipt of the Prospectus, dated July 1, (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 to issue its new 4.90%
exchangeable senior debentures due 2008 in exchange for a portion of its
outstanding 6 1/2% exchangeable senior debentures due 2003 and the Company's
offer (the "4 3/4% Exchange Offer") to issue its new 4.95% exchangeable senior
debentures due 2008 (the "New 4.95% Debentures") in exchange for a portion of
its outstanding 4 3/4% exchangeable senior debentures due 2003 (the "4 3/4%
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 4 3/4% Exchange Offer.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS 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 4 3/4% Debentures to which this
Letter of Transmittal relates. If the space below is inadequate, the
certificate number(s), aggregate principal amount of 4 3/4% Debentures and the
principal amount of 4 3/4% Debentures tendered should be listed on a separate
signed schedule affixed hereto.
DESCRIPTION OF 4 3/4% DEBENTURES TENDERED
(SEE INSTRUCTION 8)
- -------------------------------------------------------------------------------
NAME(S) AND
ADDRESS(ES) OF
REGISTERED
HOLDER(S)
(PLEASE FILL IN AGGREGATE PRINCIPAL
EXACTLY AS PRINCIPAL AMOUNT OF 4
NAME(S) AMOUNT OF 4 3/4%
APPEAR(S) ON CERTIFICATE 3/4% DEBENTURES
CERTIFICATE(S)) NUMBER(S)* DEBENTURE(S) TENDERED**
- -------------------------------------------
-----------------------------------
-----------------------------------
-----------------------------------
-----------------------------------
-----------------------------------
-----------------------------------
-----------------------------------
-----------------------------------
TOTAL 4 3/4%
DEBENTURES.
- -------------------------------------------------------------------------------
Indicate in this box the order (by certificate number) in which 4 3/4%
Debentures are to be purchased in the event of proration.*** (Attach
additional signed list if necessary.)
See Instruction 9.
1st: 2nd: 3rd: 4th: 5th:
* Need not be completed by holders tendering 4 3/4% 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 4 3/4% Debentures
represented by the tendered certificates. See Instruction 2.
*** If you do not designate an order, then in the event less than all 4 3/4%
Debentures tendered are accepted due to proration, 4 3/4% Debentures will
be selected for acceptance by the Exchange Agent.
This Letter of Transmittal is to be used if certificates for 4 3/4%
Debentures are to be forwarded herewith. If delivery of 4 3/4% 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 4 3/4% 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 Offers--Book-Entry Transfer."
Unless the context requires otherwise, the term "holder" for purposes of
this Letter of Transmittal means any person in whose name 4 3/4% Debentures
are registered, or any other person who has obtained a properly completed bond
power from the registered holder or any person whose 4 3/4% Debentures are
held of record by DTC who desires to deliver such 4 3/4% Debentures by book-
entry transfer at DTC.
Holders whose 4 3/4% Debentures are not immediately available or who cannot
deliver their 4 3/4% Debentures and all other documents required hereby to the
Exchange Agent prior to the Expiration Date may tender their 4 3/4% Debentures
according to the guaranteed delivery procedure set forth in the Prospectus
under the caption "The Exchange Offers--Guaranteed Delivery."
2
(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 4 3/4% 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
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS SET FORTH
IN THIS LETTER OF TRANSMITTAL CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the 4 3/4% Exchange Offer,
the undersigned hereby tenders to the Company the above-described 4 3/4%
Debentures.
Subject to, and effective upon, acceptance for exchange of the 4 3/4%
Debentures tendered herewith in accordance with the terms and subject to the
conditions of the 4 3/4% Exchange Offer (including, if the 4 3/4% 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
4 3/4% 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 4 3/4% 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 4 3/4% Debentures, or transfer
ownership of such 4 3/4% 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 4.95% Debentures for
which the 4 3/4% Debentures are exchanged;
(b) present certificates for such 4 3/4% 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 4 3/4% Debentures, all in accordance with the terms of
the 4 3/4% Exchange 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 4 3/4% Debentures tendered hereby and to acquire
the New 4.95% Debentures issuable upon the exchange of such tendered 4 3/4%
Debentures;
(b) when and to the extent the Company accepts such 4 3/4% Debentures for
exchange, the Company will acquire good, marketable and unencumbered title
to the tendered 4 3/4% 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 4 3/4%
Debentures tendered hereby or transfer ownership of such 4 3/4% Debentures
on the account books maintained by DTC;
(d) the undersigned understands that tenders of 4 3/4% Debentures
pursuant to any one of the procedures described in the 4 3/4% Exchange
Offer and in the instructions hereto will constitute the undersigned's
acceptance of the terms and conditions of the 4 3/4% Exchange Offer,
including the undersigned's representation and warranty that:
(i) the undersigned has a net long position in 4 3/4% Debentures or
equivalent securities at least equal to the 4 3/4% 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 4 3/4% 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 4 3/4%
Exchange Offer.
4
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 4 3/4%
Exchange Offer, this tender is irrevocable.
The undersigned understands that 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 3.40 million and 4.29 million shares of Chevron
Stock under the Existing Exchange Rights. The 4 3/4% Target Amount will be
determined by reference to the Average Chevron Stock Price (as defined below).
See "The Exchange Offers--Target Amounts." 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 immediately preceding the second trading day prior to
the 4 3/4% Expiration Date. The Company will not accept for exchange any 4
3/4% Debentures if the 4 3/4% Exchange Offer would result in less than $100
million in principal amount of New 4.95% Debentures being issued, which
condition may be waived by the Company.
The undersigned understands that the principal amount of New 4.95%
Debentures to be issued in exchange for 4 3/4% Debentures will be equal to the
product of (i) 103% of the Average Chevron Stock Price and (ii) the aggregate
number of shares of Chevron Stock for which the 4 3/4% Debentures tendered by
a holder are exchangeable as of the date that the Company accepts 4 3/4%
Debentures pursuant to the 4 3/4% Exchange Offer (the "4 3/4% Acceptance
Date").
Unless otherwise indicated under "Special Issuance Instructions," please
issue the certificate for the New 4.95% Debentures for any 4 3/4% Debentures
exchanged, and/or return the certificate(s) for any 4 3/4% Debentures not
exchanged, and issue checks in payment of the cash to be paid in lieu of
principal amounts of New 4.95% Debentures of less than $1,000 in the name(s)
of the undersigned (and, in the case of 4 3/4% 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 4.95% Debentures, and/or any certificate(s) for 4 3/4% 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
signatures. In the event that both "Special Issuance Instructions" and
"Special Delivery Instructions" are completed, please issue the certificate
for the New 4.95% Debentures for any 4 3/4% Debentures exchanged, and/or
return any 4 3/4% 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 4 3/4% Debentures from the name of the
registered holder(s) thereof if the Company does not accept for exchange any
of the 4 3/4% Debentures so tendered.
5
THE UNDERSIGNED UNDERSTANDS THAT ACCEPTANCE OF 4 3/4% 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 4 3/4% EXCHANGE OFFER.
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4, 6 AND 9)
(SEE INSTRUCTIONS 1, 4, 6 AND 9)
To be completed ONLY if the To be completed ONLY if the
certificate for the New 4.95% certificate for the New 4.95%
Debentures, and/or the Debentures, and/or the
certificate(s) for 4 3/4% certificate(s) for 4 3/4%
Debentures not accepted for Debentures not accepted for
exchange, and any check issued in exchange, and any check issued in
payment of the cash to be paid in payment of the cash to be paid in
lieu of principal amounts of New lieu of principal amounts of New
4.95% Debentures of less than 4.95% Debentures of less than
$1,000, are to be issued or paid $1,000, are to be mailed to
to or credited to the account of someone other than the
someone other than the undersigned, or to the undersigned
undersigned. at an address other than that
shown above.
Issue [_] Check and/or [_]
Certificate(s) to:
Deliver [_] Check and/or [_]
Certificates to:
Name(s)____________________________
(Please Print) Name(s)____________________________
(Please Print)
Address____________________________
Address____________________________
-----------------------------------
(Zip Code) -----------------------------------
----------------------------------- (Zip Code)
(Tax Identification or Social -----------------------------------
Security No.) (Tax Identification or Social
(complete accompanying Substitute Security No.)
Form W-9)
[_] Credit4 3/4% Debentures (complete accompanying Substitute
delivered by book-entry transfer Form W-9)
and not accepted for exchange to
the account set forth below:
Account Number:____________________
6
IMPORTANT
TENDERING HOLDER(S) SIGN HERE
(PLEASE COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9)
------------------------------------------
------------------------------------------
SIGNATURE(S) OF HOLDER(S)
Dated: _______________, 1998
If the holder is tendering any 4 3/4% 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 4 3/4% Debentures or by any person(s) authorized
to become registered holder(s) by endorsements and documents transmitted
herewith or, if the 4 3/4% Debentures are held of record by DTC, the person
in whose name such 4 3/4% 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):_____________________________________________________________________
_____________________________________________________________________________
(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 1 AND 6)
Name of Firm:________________________________________________________________
Authorized Signature:________________________________________________________
Name:________________________________________________________________________
(Please Print)
Title:_______________________________________________________________________
Address:_____________________________________________________________________
_____________________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number:______________________________________________
Dated _________________________________________________________________, 1998
7
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE 4 3/4% EXCHANGE OFFER
1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES. Only a holder of the 4 3/4% Debentures may tender such 4 3/4%
Debentures in the 4 3/4% Exchange Offer. A holder who wishes to tender any 4
3/4% Debentures for exchange pursuant to the 4 3/4% 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 4 3/4% Expiration Date.
In addition, either (i) certificates for such 4 3/4% Debentures must be
received by the Exchange Agent along with the Letter of Transmittal or (ii) a
timely confirmation of a book-entry transfer (a "Book-Entry Confirmation") of
such 4 3/4% 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 4 3/4%
Expiration Date or (iii) the holder must comply with the guaranteed delivery
procedures described below. To be tendered effectively, the 4 3/4% Debentures,
Letter of Transmittal (or an Agent's Message) and other required documents
must be received by the Exchange Agent at the address set forth on the cover
under Exchange Agent prior to 5:00 p.m., New York City time, on the 4 3/4%
Expiration Date.
The term "Agent's Message" means a message transmitted by DTC and received
by the Exchange Agent and forming a part of a Book-Entry Confirmation, which
states that DTC has received an express acknowledgment from the participant
tendering 4 3/4% Debentures that is the subject of such Book-Entry
Confirmation that such participant has received and agrees to be bound by the
terms of the Letter of Transmittal and that the Company may enforce such
agreement against such participant.
This Letter of Transmittal is to be used only if certificates for 4 3/4%
Debentures are delivered with it to the Exchange Agent (or such certificates
will be delivered pursuant to a Notice of Guaranteed Delivery previously sent
to the Exchange Agent) or if a tender for 4 3/4% Debentures is being made
concurrently pursuant to the procedure for tender by book-entry transfer set
forth in the 4 3/4% Exchange Offer. Certificates for all physically tendered 4
3/4% Debentures or confirmation of a book-entry transfer into the Exchange
Agent's account at DTC of 4 3/4% Debentures tendered electronically, together
in each case with a properly completed and duly executed Letter of Transmittal
or duly executed and manually signed photocopy of the Letter of Transmittal,
and any other documents required by this Letter of Transmittal, should be
mailed or delivered to the Exchange Agent at the appropriate address set forth
on the front page of this Letter of Transmittal and must be delivered to the
Exchange Agent on or before the 4 3/4% Expiration Date (as defined in the 4
3/4% Exchange Offer). DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE
DELIVERY TO THE EXCHANGE AGENT.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE 4 3/4% 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 4 3/4% Exchange Offer and time will not
permit a Letter of Transmittal or 4 3/4% Debentures to reach the Exchange
Agent before the 4 3/4% 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 4 3/4% Expiration
Date, a letter, a telegram, or facsimile transmission from an Eligible
Institution setting forth the name and address of the tendering holder, the
name(s) in which the 4 3/4% Debentures are registered and, if the 4 3/4%
Debentures are held in certificated form, the certificate number of the 4 3/4%
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 4 3/4% 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 4 3/4% Debentures
into the Exchange Agent's account at DTC, will be delivered by such Eligible
Institution.
8
Unless the 4 3/4% 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 4
3/4% 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 4 3/4% Debentures for exchange.
2. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER); WITHDRAWALS. If less than all of the 4 3/4% Debentures evidenced by
a submitted certificate are to be tendered, the tendering holder(s) must fill
in the aggregate principal amount at maturity of 4 3/4% Debentures tendered in
the box above entitled "Principal Amount of 4 3/4% Debentures Tendered." A
newly issued certificate for 4 3/4% Debentures submitted but not tendered will
be sent to such tendering holder as soon as practicable after the 4 3/4%
Expiration Date, unless otherwise indicated in the appropriate box in this
Letter of Transmittal. The entire aggregate principal amount at maturity of 4
3/4% Debentures evidenced by certificates delivered to the Exchange Agent will
be deemed to have been tendered unless otherwise indicated.
Tenders of 4 3/4% Debentures pursuant to the 4 3/4% Exchange Offer may be
withdrawn at any time prior to the 4 3/4% 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 4
3/4% Debentures to be withdrawn, the certificate number(s) of the 4 3/4%
Debentures to be withdrawn, the aggregate principal amount at maturity of the
4 3/4% Debentures delivered for exchange, a statement that such holder(s) is
withdrawing its election to have such 4 3/4% Debentures exchanged and the
name(s) of the registered holder(s) of such 4 3/4% 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 4 3/4%
Debentures being withdrawn. The Exchange Agent will return properly withdrawn
4 3/4% Debentures promptly following receipt of notice of withdrawal. If 4
3/4% 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 4 3/4% 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 4 3/4% Debentures may not be rescinded and any 4
3/4% Debentures withdrawn will thereafter be deemed not validly tendered for
purposes of the 4 3/4% Exchange Offer. Properly withdrawn 4 3/4% Debentures,
however, may be retendered by following the procedures therefor at any time
prior to the 4 3/4% 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 4 3/4% 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 4 3/4% 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 4 3/4% 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 as there are different
registrations of 4 3/4% Debentures.
When this Letter of Transmittal is signed by the registered holder(s) of 4
3/4% Debentures listed and tendered hereby, no endorsements of certificates or
separate written instruments of transfer or exchange are required. If
9
this Letter of Transmittal is signed by a person other than the registered
holder(s) of the 4 3/4% Debentures listed, such 4 3/4% 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), signed exactly as the name(s) of the registered
holder(s) appear(s) on the 4 3/4% 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 (as defined in
Instruction 4).
If the Letter of Transmittal is signed by a person other than the registered
holder of any 4 3/4% Debentures listed therein, such 4 3/4% 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 4 3/4%
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.
4. GUARANTEE OF SIGNATURE. No signature guarantee is required if either:
(a) this Letter of Transmittal is signed by the registered holder of the
4 3/4% 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 4 3/4% 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 4 3/4% 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 4 3/4% Debentures to it or its
order pursuant to the 4 3/4% Exchange Offer. If, however, certificates
representing 4 3/4% 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 4 3/4% Debentures tendered
hereby, or if a transfer tax is imposed for any reason other than the exchange
of 4 3/4% Debentures to the Company or its order pursuant to the 4 3/4%
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 (i) withdraw or terminate the 4 3/4% Exchange Offer and promptly
return the 4 3/4% Debentures, at any time, (a) if the 4 3/4% Exchange Offer
would result in less than $100 million in principal amount of the respective
series
10
of New 4.95% Debentures being issued or upon the failure of any of the
conditions specified in "The Exchange Offers--Procedures for Tendering," (b)
if the Average Chevron Stock Price is less than $76.00 per share or is more
than $89.00 per share or (c) upon the occurrence of any of the other events
listed in "The Exchange Offers--Conditions of the Exchange Offers," (ii) waive
any condition to the 4 3/4% Exchange Offer and accept all the 4 3/4%
Debentures previously tendered, (iii) extend the 4 3/4% Expiration Date for
any reason and retain all 4 3/4% Debentures tendered until the 4 3/4%
Expiration Date, subject, however, to all withdrawal rights of holders (see
"The Exchange Offers--Withdrawal of Tenders") or (iv) amend or modify the
terms of the 4 3/4% Exchange Offer in any manner for any reason, including
(without limitation) the form of the consideration, the formula for
calculating the amount of the consideration to be paid pursuant to the 4 3/4%
Exchange Offer.
7. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES. Any holder whose
certificates for 4 3/4% Debentures have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated on the
cover for further instructions.
8. INADEQUATE SPACE. If the space provided in the box captioned "Description
of 4 3/4% Debentures Tendered" is inadequate, the certificate numbers, the
aggregate principal amount of 4 3/4% Debentures represented by certificate(s)
and/or the principal amount of 4 3/4% Debentures tendered should be listed on
a separate signed schedule and attached to this Letter of Transmittal.
9. ORDER OF ACCEPTANCE FOR EXCHANGE IN EVENT OF PRORATION. Holders may
designate in the box on page 2 of this Letter of Transmittal the order in
which their 4 3/4% 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.
10. BENEFICIAL OWNERS. Any beneficial owner whose 4 3/4% 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 4 3/4% Debentures, either make appropriate arrangements to register
ownership of the 4 3/4% 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 4 3/4% Expiration Date.
11. SPECIAL REGISTRATION AND DELIVERY INSTRUCTIONS. If the certificate for
New Debentures, and/or the certificate(s) for 4 3/4% 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 4 3/4% Debentures by book-entry transfer will have any 4 3/4%
Debentures not accepted for payment returned by crediting the account
maintained by such holder at DTC.
12. IRREGULARITIES. All questions as to the validity, form, eligibility
(including time of receipt), acceptance and withdrawal of tendered 4 3/4%
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 4 3/4% Debentures not properly tendered or any 4
3/4% 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 4
3/4% Debentures. The Company's interpretation of the terms and conditions of
the 4 3/4% 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 4 3/4% Debentures must
be cured within such time as the Company shall determine. Although the Company
11
intends to notify holders of defects or irregularities with respect to tenders
of 4 3/4% Debentures, neither the Company, the Exchange Agent nor any other
person shall incur any liability for failure to give such notification.
Tenders of 4 3/4% Debentures will not be deemed to have been made until such
defects or irregularities have been cured or waived. Any 4 3/4% 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 4 3/4% Expiration Date.
13. QUESTIONS AND REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions
and requests for assistance may be directed to, or additional copies of the 4
3/4% 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.
14. 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 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 with respect to the New 4.95%
Debentures or in lieu of a fractional New 4.95% Debenture. 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.
15. DEFINITIONS. Capitalized terms used in this Letter of Transmittal and
not otherwise defined have the meanings given in the Prospectus.
12
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A PHOTOCOPY THEREOF) TOGETHER WITH
4 3/4% DEBENTURE CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL
OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT, OR THE NOTICE
OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT, PRIOR TO THE 4
3/4% EXPIRATION DATE (AS DEFINED IN THE 4 3/4% EXCHANGE OFFER).
IMPORTANT TAX INFORMATION
Under federal income tax law, a holder whose tendered 4 3/4% Debentures are
accepted for exchange is required to provide the Company with such holder's
correct taxpayer identification number ("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 4.95% Debentures
acquired pursuant to the 4 3/4% Exchange Offer, or in lieu of a fractional New
4.95% Debenture, 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 4.95% Debentures, or in lieu of a
fractional New 4.95% Debenture, 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 New 4.95% Debentures, or in lieu of a fractional New 4.95%
Debenture, 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, corporations) are not subject to
these backup withholding requirements. A corporation must, however, complete
the Substitute Form W-9, including providing its TIN and indicating that it is
exempt from backup withholding, in order to establish its exemption from
backup withholding.
See the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for additional instructions.
13
- -------------------------------------------------------------------------------
PAYER'S NAME:
----------------------
PART I--Taxpayer Social Security
Identification Number-- Number
SUBSTITUTE Enter taxpayer OR
FORM W-9 identification number in ----------------------
the box at right. (For most Employer
individuals, this is your Identification Number
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 write
SERVICE "Applied For"
and complete the
Certificate of Awaiting
PAYER'S REQUEST FOR NOTE: If the account is in more than one name, see
TAXPAYER the chart in the enclosed Guidelines to determine
which number to give the payer.
IDENTIFICATION
NUMBER (TIN) Taxpayer Identification
Number below)
--------------------------------------------------------
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 WITH RESPECT TO THE NEW
4.95% DEBENTURES, OR IN LIEU OF A FRACTIONAL 4.95% DEBENTURE, FOR
ADDITIONAL DETAILS, PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ENTERED "APPLIED FOR"
INSTEAD OF SUPPLYING A TAXPAYER IDENTIFICATION NUMBER ABOVE
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(b) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number to the
payor (a) prior to the acceptance date, 31% of any cash paid to me in lieu of
a fractional New 4.95% Debenture will be withheld and (b) within 60 days, 31%
of all reportable payments made to me thereafter will be withheld until I
provide a number.
---------------------------- _______________, 1998
Signature Date
14
The Exchange Agent:
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
By Mail: By Facsimile: By Hand or Overnight
(registered or certified (214) 672-5746 Courier:
mail recommended) c/o Chase Bank of Texas,
Chase Bank of Texas, National Association,
National Confirm by telephone to: Corporate Trust Services
Association, Corporate (214) 672-5678 1201 Main, 18th Floor
Trust Services Dallas, Texas 75202
P.O. Box 2320 or
Dallas, Texas 75221-2320 Chase Texas Trust Company
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
13th Floor
New York, New York 10019
Telephone: (800) 894-0094 (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 4 3/4% 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 4 3/4% Expiration Date.
15