EXHIBIT 99.5
FORM OF
LYONDELL CHEMICAL COMPANY
LETTER TO CLIENTS
FOR
TENDER OF ALL OUTSTANDING
9 7/8% SENIOR SECURED NOTES,
SERIES B, DUE 2007
IN EXCHANGE FOR REGISTERED
9 7/8% SENIOR SECURED NOTES,
SERIES B, DUE 2007
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
____________, 1999, 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TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME BEFORE 5:00 P.M.,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.
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To Our Clients:
We are enclosing with this letter a prospectus dated ____________, 1999
(the "Prospectus") of Lyondell Chemical Company (the "Issuer"), Lyondell
Chemical Worldwide, Inc. and Lyondell Chemical Nederland, Ltd. (together, the
"Subsidiary Guarantors") and the related Letter of Transmittal. These two
documents together constitute the Issuer's offer to exchange (the "Exchange
Offer") 9 7/8% Senior Secured Notes, Series B, Due 2007 (the "New Notes"), the
issuance of which has been registered under the Securities Act of 1933, as
amended (the "Securities Act"), for a like principal amount of issued and
outstanding unregistered 9 7/8% Senior Secured Notes, Series B, Due 2007 (the
"Outstanding Notes").
THIS LETTER TO CLIENTS AND RELATED DOCUMENTS PERTAIN ONLY TO THE ISSUER'S
OFFER TO EXCHANGE ITS 9 7/8% SENIOR SECURED NOTES, SERIES B, DUE 2007. THE
ISSUER IS CONCURRENTLY MAKING SEPARATE, INDEPENDENT OFFERS TO EXCHANGE ITS
UNREGISTERED 9 5/8% SENIOR SECURED NOTES, SERIES A, DUE 2007 AND 10 7/8% SENIOR
SUBORDINATED NOTES DUE 2009 FOR A LIKE KIND AND PRINCIPAL AMOUNT OF ITS
REGISTERED 9 5/8% SENIOR SECURED NOTES, SERIES A, DUE 2007 AND 10 7/8% SENIOR
SUBORDINATED NOTES DUE 2009, RESPECTIVELY. CLIENTS ALSO HOLDING THE ISSUER'S
9 5/8% SENIOR SECURED NOTES, SERIES A, DUE 2007 AND 10 7/8% SENIOR SUBORDINATED
NOTES DUE 2009 WHO WISH TO PARTICIPATE IN THE SEPARATE, INDEPENDENT EXCHANGE
OFFERS RELATING TO SUCH NOTES WILL NEED TO COMPLETE AND RETURN THE APPLICABLE
DOCUMENTATION RELATING TO SUCH NOTES.
The Exchange Offer is not conditioned upon any minimum aggregate principal
amount of Outstanding Notes being tendered for exchange or upon the consummation
of any other 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.
Under the Letter of Transmittal, each holder of Outstanding Notes will
represent to the Issuer that:
(i) any New Notes received are being acquired in the ordinary course of
business of the person receiving such New Notes;
(ii) such person does not have an arrangement or understanding with any
person to participate in the distribution of the Outstanding Notes or the
New Notes within the meaning of the Securities Act;
(iii) such person is not an "affiliate," as defined in Rule 405 under the
Securities Act, of the Issuer or a broker-dealer tendering Outstanding
Notes acquired directly from the Issuer for its own account;
(iv) if such person is not a broker-dealer or is a broker-dealer but will
not receive New Notes for its own account in exchange for Outstanding
Notes, it is not engaged in, and does not intend to participate in, a
distribution of New Notes; and
(v) if such person is a broker-dealer who will receive New Notes for its
own account in exchange for Outstanding Notes, it will represent that the
Outstanding Notes to be exchanged for New Notes were acquired as a result
of market-making activities or other trading activities, and it will
acknowledge that it will deliver a Prospectus in connection with any resale
of those New Notes; however, by so acknowledging and by delivering a
Prospectus, it will not be deemed to admit that it is an "underwriter"
within the meaning of the Securities Act.
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 TRANSFER PARTICIPANT
To Participant of The Depository Trust Company:
The undersigned hereby acknowledges receipt and review of the prospectus
dated ____________, 1999 (the "Prospectus") of Lyondell Chemical Company (the
"Issuer"), Lyondell Chemical Worldwide, Inc. and Lyondell Chemical Nederland,
Ltd. (together, the "Subsidiary Guarantors") and the related Letter of
Transmittal. These two documents together constitute the Issuer's offer to
exchange (the "Exchange Offer") 9 7/8% Senior Secured Notes, Series B, Due 2007
(the "New Notes"), the issuance of which has been registered under the
Securities Act of 1933, as amended (the "Securities Act"), for a like principal
amount of issued and outstanding unregistered 9 7/8% Senior Secured Notes,
Series B, Due 2007 (the "Outstanding Notes").
THIS LETTER TO CLIENTS AND RELATED DOCUMENTS PERTAIN ONLY TO THE ISSUER'S
OFFER TO EXCHANGE ITS 9 7/8% SENIOR SECURED NOTES, SERIES B, DUE 2007. THE
ISSUER IS CONCURRENTLY MAKING SEPARATE, INDEPENDENT OFFERS TO EXCHANGE ITS
UNREGISTERED 9 5/8% SENIOR SECURED NOTES, SERIES A, DUE 2007 AND 10 7/8% SENIOR
SUBORDINATED NOTES DUE 2009 FOR A LIKE KIND AND PRINCIPAL AMOUNT OF ITS
REGISTERED 9 5/8% SENIOR SECURED NOTES, SERIES A, DUE 2007 AND 10 7/8% SENIOR
SUBORDINATED NOTES DUE 2009, RESPECTIVELY. CLIENTS ALSO HOLDING THE ISSUER'S
9 5/8% SENIOR SECURED NOTES, SERIES A, DUE 2007 AND 10 7/8% SENIOR SUBORDINATED
NOTES DUE 2009 WHO WISH TO PARTICIPATE IN THE SEPARATE, INDEPENDENT EXCHANGE
OFFERS RELATING TO SUCH NOTES WILL NEED TO COMPLETE AND RETURN THE APPLICABLE
DOCUMENTATION RELATING TO SUCH NOTES.
This will instruct you, the registered holder and 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):
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Title of Series Principal Amount
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9 7/8% Senior Secured Notes, Series
B, Due 2007
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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:
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Title of Series Principal Amount Tendered
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9 7/8% Senior Secured Notes, Series
B, Due 2007
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[_] NOT TO TENDER ANY OUTSTANDING NOTES HELD BY YOU FOR THE ACCOUNT OF THE
UNDERSIGNED.
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IF NO BOX IS CHECKED, A SIGNED AND RETURNED INSTRUCTION TO DTC PARTICIPANT
WILL BE DEEMED TO INSTRUCT YOU TO TENDER ALL OUTSTANDING NOTES HELD BY YOU FOR
THE ACCOUNT OF THE UNDERSIGNED.
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:
(i) any New Notes received are being acquired in the ordinary course of
business of the undersigned;
(ii) the undersigned does not have an arrangement or understanding with
any person to participate in the distribution of the Outstanding
Notes or the New Notes within the meaning of the Securities Act;
(iii) the undersigned is not an "affiliate," as defined in Rule 405 under
the Securities Act, of the Issuer or a broker-dealer tendering
Outstanding Notes acquired directly from the Issuer for its own
account;
(iv) if the undersigned is not a broker-dealer or is a broker-dealer but
will not receive New Notes for its own account in exchange for
Outstanding Notes, it is not engaged in, and does not intend to
participate in, a distribution of New Notes; and
(v) if the undersigned is a broker-dealer that will receive New Notes
for its own account in exchange for Outstanding Notes, it will
represent that the Outstanding Notes to be exchanged for New Notes
were acquired as a result of market-making activities or other
trading activities, and it will acknowledge that it will deliver a
Prospectus in connection with any resale of those New Notes;
however, by so acknowledging and by delivering a Prospectus, the
undersigned will not be deemed to admit that it is an "underwriter"
within the meaning of the Securities Act.
SIGN HERE
Name of beneficial owner(s):____________________________________________________
Signature(s):___________________________________________________________________
Name(s) (please print):_________________________________________________________
Address:________________________________________________________________________
Telephone Number:_______________________________________________________________
Taxpayer Identification or Social Security Number:______________________________
Date:___________________________________________________________________________
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