EXHIBIT 99.1
FORM OF
EQUISTAR CHEMICALS, LP
EQUISTAR FUNDING CORPORATION
LETTER TO CLIENTS
for
Tender of All Outstanding
_________ Notes Due __________
in exchange for registered
__________ Notes Due _________
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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in the exchange offer may be withdrawn at any time before 5:00 p.m., New York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.
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To Our Clients:
We are enclosing with this letter a prospectus dated ______________
_________, 1999 of Equistar Chemicals, LP and Equistar Funding Corporation (the
"Issuers") and the related letter of transmittal. These two documents together
constitute the Issuers' offer to exchange their_________ Notes due_______ (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 their
issued and outstanding _________ Notes due _________ (the "Outstanding Notes").
The exchange of Outstanding Notes for New Notes and related documentation are
referred to herein as the "Exchange Offer."
This letter to clients and related documents pertain only to the Issuers'
offer to exchange their ________ Notes due _______. The Issuers have made a
separate, independent offer to exchange their ______ Notes due ______ for a
like principal amount of their issued and outstanding _______ Notes due _______.
Those clients also holding the Issuers' _____ Notes due _____ and wishing to
participate in the separate, independent exchange offer relating to such notes,
will need to complete and return the applicable documentation relating to such
notes.
The Exchange Offer for the Outstanding Notes 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 contemplated by
the Issuers' prospectus enclosed herewith.
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 Issuers that
1. any New Notes received are being acquired in the ordinary course of
business of the person receiving such New Notes,
2. that person does not have an arrangement or understanding with any
person or entity to participate in the distribution of the Outstanding
Notes or the New Notes within the meaning of the Securities Act, and
3. that person is not an "affiliate," as defined in Rule 405 under the
Securities Act, of either of the Issuers or, if it is an affiliate, it
will comply with any applicable registration and prospectus delivery
requirements of the Securities Act.
In addition, each holder of Outstanding Notes will represent to the Issuers
that
1. if that person is not a broker-dealer, it is not engaged in, and does
not intend to engage in, distribution of New Notes, and
2. if that person is a broker-dealer that 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, it will
deliver a prospectus meeting the requirements of the Securities Act 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 of Equistar Chemicals, LP and Equistar Funding
Corporation (the "Issuers") and the related letter of transmittal. These two
documents together constitute the Issuers' offer to exchange their________ Notes
due ________ (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 their issued and outstanding_____ Notes due______ (the
"Outstanding Notes"). The exchange of Outstanding Notes for New Notes is
referred to herein as an "Exchange Offer."
This letter to clients pertains only to the Issuers' offer to exchange
their ________ Notes due _______. The Issuers have made a separate,
independent offer to exchange their ______ Notes due ______ for a like
principal amount of their issued and outstanding _______ Notes due _______. DTC
participants also holding the Issuers' _____ Notes due _____ wishing to
participate in the separate, independent exchange offer relating to those
notes, will need to complete and return the instructions 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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_____Notes due_____
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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
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_____Notes due_____
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[_] 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 DTC Transfer
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
1. any New Notes received are being acquired in the ordinary course of
business of the undersigned;
2. the undersigned does not have an arrangement or understanding with any
person or entity to participate in the distribution of the Outstanding
Notes or the New Notes within the meaning of the Securities Act;
3. the undersigned is not an "affiliate," as defined in Rule 405 of the
Securities Act, of either of the Issuers or, if it is an affiliate, it
will comply with any applicable registration and prospectus delivery
requirements of the Securities Act;
4. if the undersigned is not a broker-dealer, it is not engaged in, and
does not intend to engage in, a distribution of New Notes, and
5. if the undersigned is a broker-dealer that 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, it
will deliver a prospectus meeting the requirements of the Securities Act
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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