Offer to Purchase for Cash
All Outstanding Shares of Common Stock
(Including the Associated Preferred Stock Purchase Rights)
of
Pennzoil Company
at
$84.00 Net Per Share in Cash
by
Resources Newco, Inc.,
a wholly owned subsidiary of
Union Pacific Resources Group Inc.
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THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON WEDNESDAY, NOVEMBER 5, 1997, UNLESS THE OFFER IS EXTENDED. SHARES
WHICH ARE TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY TIME
PRIOR TO THE EXPIRATION DATE.
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October 7, 1997
TO BROKERS, DEALERS, COMMERCIAL BANKS,
TRUST COMPANIES AND OTHER NOMINEES:
We have been appointed by Resources Newco, Inc., a Delaware corporation (the
"Purchaser") and a wholly owned subsidiary of Union Pacific Resources Group
Inc., a Utah corporation ("UPR"), to act as Dealer Manager in connection with
the Purchaser's offer to purchase all outstanding shares of Common Stock, par
value $0.83 1/3 per share (the "Common Stock"), of Pennzoil Company, a Delaware
corporation ("Pennzoil"), together with the associated preferred stock purchase
rights (the "Rights") issued pursuant to the Rights Agreement, dated as of
October 28, 1994 (the "Rights Agreement"), between Pennzoil and Chemical Bank,
as Rights Agent (the Common Stock, together with the Rights hereinafter referred
to as the "Shares") at $84.00 per Share, net to the seller in cash, upon the
terms and subject to the conditions set forth in the Purchaser's Offer to
Purchase dated June 23, 1997, Supplement dated October 7, 1997 and the related
revised Letter of Transmittal (which, together with any amendments or
supplements thereto, constitute the "Offer") enclosed herewith.
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, we are enclosing
the following documents:
1. Supplement dated October 7, 1997;
2. Revised Letter of Transmittal for your use and for the information of
your clients, together with Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 providing information relating
to backup federal income tax withholding;
3. Revised Notice of Guaranteed Delivery to be used to accept the Offer
if certificates for Shares and all other required documents cannot be
delivered to the Depositary by the Expiration Date (as defined in the
Supplement) or if the procedure for book-entry transfer cannot be completed
on a timely basis;
4. A form of letter which may be sent to your clients for whose accounts
you hold Shares registered in your name or in the name of your nominee, with
space provided for obtaining such clients' instructions with regard to the
Offer; and
5. A return envelope addressed to The Bank of New York, the Depositary.
Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any such extension or
amendment), the Purchaser will accept for payment and pay for all of the Shares
which are validly tendered prior to the Expiration Date and not theretofore
properly withdrawn when, as and if the Purchaser gives oral or written notice to
the Depositary of the Purchaser's acceptance of such Shares for payment pursuant
to the Offer. Payment for Shares purchased pursuant to the Offer will in all
cases be made only after timely
receipt by the Depositary of certificates for such Shares, or timely
confirmation of a book-entry transfer of such Shares into the Depositary's
account at The Depository Trust Company or the Philadelphia Depository Trust
Company, pursuant to the procedures described in Section 2 of the Offer to
Purchase and Section 2 of the Supplement, a properly completed and duly executed
Letter of Transmittal (or a properly completed and manually signed facsimile
thereof) or an Agent's Message in connection with a book-entry transfer, and all
other documents required by the Letter of Transmittal.
The Purchaser will not pay any fees or commissions to any broker or dealer
or other person (other than the Dealer Manager and the Information Agent as
described in the Offer to Purchase) for soliciting tenders of Shares pursuant to
the Offer. The Purchaser will, however, upon request, reimburse brokers,
dealers, commercial banks and trust companies for reasonable and necessary costs
and expenses incurred by them in forwarding materials to their customers.
The Purchaser will pay or cause to be paid all stock transfer taxes
applicable to its purchase of Shares pursuant to the Offer, subject to
Instruction 6 of the enclosed revised Letter of Transmittal.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON WEDNESDAY, NOVEMBER 5, 1997, UNLESS THE OFFER IS EXTENDED.
In order to take advantage of the Offer, a duly executed and properly
completed revised Letter of Transmittal (or facsimile thereof), with any
required signature guarantees, or an Agent's Message (as defined in the Offer to
Purchase) in connection with a book-entry delivery of Shares, and any other
required documents, should be sent to the Depositary, and certificates
representing the tendered Shares should be delivered or such Shares should be
tendered by book-entry transfer, all in accordance with the Instructions set
forth in the revised Letter of Transmittal, the Offer to Purchase and the
Supplement.
If holders of Shares wish to tender, but it is impracticable for them to
forward their certificates or other required documents or to complete the
procedure for delivery by book-entry transfer prior to the expiration of the
Offer, a tender may be effected by following the guaranteed delivery procedures
specified under Section 2 in the Offer to Purchase and Section 2 of the
Supplement.
Any inquiries you may have with respect to the Offer should be addressed to,
and additional copies of the enclosed materials may be obtained from, the
Information Agent or the undersigned at the addresses and telephone numbers set
forth on the back cover of the Offer to Purchase or the Supplement.
Very truly yours,
XXXXX XXXXXX INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
THE AGENT OF THE PURCHASER, UPR, THE DEALER MANAGER, THE INFORMATION AGENT OR
THE DEPOSITARY, OR ANY AFFILIATE OF ANY OF THE FOREGOING, OR AUTHORIZE YOU OR
ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF
THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND
THE STATEMENTS CONTAINED THEREIN.
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