Exhibit 99.4
SEITEL, INC.
Letter to Clients
for Tender of All Outstanding
11 3/4% Senior Notes due 2011
in Exchange for Registered
11 3/4% Senior Notes due 2011
The Exchange Offer will expire at 5:00 p.m., New York City Time, on , 2005, unless extended (the “Expiration Date”). Outstanding Notes tendered in the Exchange Offer may be withdrawn at any time before 5:00 p.m., New York City Time, on the Expiration Date for the Exchange Offer.
To Our Clients:
We are enclosing with this letter a prospectus dated December , 2004 (the “Prospectus”) of Seitel, Inc. (the “Issuer”) and the related Letter of Transmittal. These two documents together constitute the Issuer’s offer to exchange its outstanding 11 3/4% Senior Notes due 2011 (the “Old Notes”), for a like principal amount of outstanding 11 3/4% Senior Notes due 2011, (the “New Notes”), the issuance of which has been registered under the Securities Act of 1933, as amended (the “Securities Act”). The form and terms of the New Notes are identical in all material respects to the form and terms of the Outstanding Notes, except that the New Notes are freely tradeable by holders thereof, upon the terms and subject to the conditions of the enclosed Prospectus and the enclosed Letter of Transmittal. The offer to exchange the Outstanding Notes for New Notes is referred to herein as the “Exchange Offer.”
We are the holder of record of Outstanding Notes held by us for your own account. A tender of your Outstanding Notes held by us can be made only by us as the record holder according to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Outstanding Notes held by us for your account.
We request instructions as to whether you wish to tender any or all of the Outstanding Notes held by us for your account under the terms and conditions of the Exchange Offer. We also request that you confirm that we may, on your behalf, make the representations contained in the Letter of Transmittal.
Pursuant to the Letter of Transmittal, each holder of Outstanding Notes will represent to the Issuer that:
• | any New Notes received are being acquired in the ordinary course of business of the person receiving such New Notes; |
• | such person does not have an arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the Outstanding Notes or the New Notes; |
• | such person is not the Issuer’s “affiliate,” as defined in Rule 405 of the Securities Act, or, if it is such an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable; |
• | if such person is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of the New Notes; |
• | if such person is a broker-dealer, it will receive New Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities, and it will deliver a prospectus in connection with any resale of such New Notes; |
• | if such person is a broker-dealer, it did not purchase the Outstanding Notes to be exchanged for the New Notes from the Issuer; and |
• | such person is not acting on behalf of any person who could not truthfully make the foregoing representations. |
Very truly yours, |
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Please return your instructions to us in the enclosed envelope within ample time to permit us to submit a tender on your behalf before the Expiration Date.
INSTRUCTION TO DTC PARTICIPANT
To Participant of The Depository Trust Company:
The undersigned hereby acknowledges receipt and review of the prospectus dated December , 2004 (the “Prospectus”) of Seitel, Inc. (the “Issuer”) and the related Letter of Transmittal. These two documents together constitute the Issuer’s offer to exchange its outstanding 11 3/4% Senior Notes due 2011 (the “Outstanding Notes”), for a like principal amount of its 11 3/4% Senior Notes due 2011 (the ”New Notes”), the issuance of which has been registered under the Securities Act of 1933, as amended (the “Securities Act”). The offer to exchange the Outstanding Notes for New Notes is referred to herein as an “Exchange Offer.”
This will instruct you, the DTC participant, as to the action to be taken by you relating to the Exchange Offer for the Outstanding Notes held by you for the account of the undersigned.
The aggregate principal amount of the Outstanding Notes held by you for the account of the undersigned is (fill in amount):
Title of Series | Principal Amount | |
Seitel, Inc. 11 3/4 % Senior Notes due 2011 |
With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):
¨ | To TENDER all Outstanding Notes held by you for the account of the undersigned. |
¨ | To TENDER the following amount of Outstanding Notes held by you for the account of the undersigned: |
Title of Series | Principal Amount | |
Seitel, Inc. 11 3/4 % Senior Notes due 2011 |
¨ | NOT to TENDER any Outstanding Notes held by you for the account of the undersigned. |
If no box is checked, a signed and returned Instruction to the DTC Participant will be deemed to instruct you to tender all Outstanding Notes held by you for the account of the undersigned.
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If the undersigned instructs you to tender the Outstanding Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including, but not limited to, the representations that:
• | any New Notes received are being acquired in the ordinary course of business of the undersigned; |
• | the undersigned does not have an arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the Outstanding Notes or the New Notes; |
• | the undersigned is not the Issuer’s “affiliate,” as defined in Rule 405 of the Securities Act, or, if it is such an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable; |
• | if the undersigned is not a broker-dealer, the undersigned is not engaged in, and does not intend to engage in, the distribution of the New Notes; |
• | if the undersigned is a broker-dealer, the undersigned will receive New Notes for its own account in exchange for Outstanding Notes that it acquired as a result of market-making activities or other trading activities, and it will deliver a prospectus in connection with any resale of such New Notes; |
• | if the undersigned is a broker-dealer, it did not purchase the Outstanding Notes to be exchanged for the New Notes from the Issuer; and |
• | the undersigned is not acting on behalf of any person who could not truthfully make the foregoing representations. |
SIGN HERE
Name of beneficial owner(s): |
Signature(s): |
Name(s) (please print): |
Address: |
Telephone Number: | ||
Taxpayer Identification or Social Security Number: |
Date: , 200
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