1
EXHIBIT (a)(3)
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED COMMON SHARE PURCHASE RIGHTS)
OF
PENNACO ENERGY, INC.
As set forth in Section 2 of the Offer to Purchase (as defined below), this
form, or a form substantially equivalent to this form, must be used to accept
the Offer (as defined below) if (1) certificates representing shares of Common
Stock, par value $.001 per share, together with the associated common share
purchase rights (the "Shares"), of Pennaco Energy, Inc., a Delaware corporation
(the "Company"), are not immediately available, (2) the procedures for
book-entry transfer cannot be completed on a timely basis or (3) time will not
permit all required documents to reach the Depositary prior to the Expiration
Date (as defined in the Offer to Purchase). This form may be delivered by hand
or transmitted by facsimile transmission or mail to the Depositary. See Section
2 of the Offer to Purchase.
The Depositary for the Offer is:
THE BANK OF NEW YORK
By Mail: By Facsimile Transmission: By Hand or Overnight Delivery:
(For Eligible Institutions
Only)
Tender & Exchange Department (212)815-6213 Tender & Exchange Department
P.O. Box 11248 101 Barclay Street
Church Street Station Receive and Deliver Window
New York, New York 10286-1248 New York New York, 10286
To Confirm Facsimile Transmissions:
(For Eligible Institutions Only)
(212) 815-6156
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER, OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
This form 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
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.
2
Ladies and Gentlemen:
The undersigned hereby tenders to Marathon Oil Acquisition 1, Ltd., a
Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Marathon
Oil Company, an Ohio corporation and a wholly owned subsidiary of USX
Corporation, a Delaware corporation, on the terms and subject to the conditions
set forth in the Purchaser's Offer to Purchase dated January 8, 2001 (the "Offer
to Purchase"), and the related Letter of Transmittal (which, together with any
amendments or supplements thereto, collectively constitute the "Offer"), receipt
of which is hereby acknowledged, the number of Shares set forth below, all
pursuant to the guaranteed delivery procedures set forth in Section 2 of the
Offer to Purchase.
Number of Shares
- --------------------------------------------------------------------------------
Certificate Nos. (if available):
- --------------------------------------------------------------------------------
Name(s) of Record Holder(s)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Please Type or Print
Address(es)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Zip Code
Daytime Area Code and Telephone Number:
- -----------------------------------------------------------------
Signature(s):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Dated:
- --------------------------------- , 2001
If Shares will be tendered by book-entry transfer:
Account Number at Book-Entry Transfer Facility
- ------------------------------------------------------------
2
3
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm that is a member in good standing of a recognized
Medallion Program approved by the Securities Transfer Association, Inc.,
including the Security Transfer Agent Medallion Program, the New York Stock
Exchange, Inc. Medallion Signature Program or the Stock Exchanges Medallion
Program, or is otherwise an "eligible guarantor institution," as that term is
defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), hereby guarantees (1) that the above named person(s)
"own(s)" the Shares tendered hereby within the meaning of Rule 14e-4 under the
Exchange Act, (2) that such tender of Shares complies with Rule 14e-4 under the
Exchange Act and (3) to deliver to the Depositary either the certificates
representing the Shares tendered hereby, in proper form for transfer, or a
Book-Entry Confirmation (as defined in the Offer to Purchase) with respect to
such Shares, in any such case together with a properly completed and duly
executed Letter of Transmittal (or a facsimile thereof), with any required
signature guarantees, or an Agent's Message (as defined in the Offer to
Purchase) in the case of a book-entry delivery, and any other required
documents, within three American Stock Exchange trading days (as defined in the
Offer to Purchase) after the date hereof.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
certificates for Shares to the Depositary within the time period shown herein.
Failure to do so could result in financial loss to such Eligible Institution.
Name of Firm: ------------------------------------------------------------------
- --------------------------------------------------------------------------------
AUTHORIZED SIGNATURE
Name: --------------------------------------------------------------------------
Please Type or Print
Title: -------------------------------------------------------------------------
Address: -----------------------------------------------------------------------
Zip Code
Area Code and Telephone Number: -----------------------------------------------
Dated:
- ------------------------------, 2001
NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES FOR
SHARES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
3