PETROLEUM HEAT AND POWER CO., INC.
NOTICE OF GUARANTEED DELIVERY OF
12- 7/8% SERIES A EXCHANGEABLE PREFERRED STOCK DUE 2009
As set forth in the Prospectus dated , 1997 (as the same may be
amended or supplemented from time to time, the "Prospectus") of Petroleum Heat
and Power Co., Inc. (the "Issuer") under "The Exchange Offer--Guaranteed
Delivery Procedures" and in the Letter of Transmittal for 12-7/8% Series A
Exchangeable Preferred Stock due 2009 (the "Letter of Transmittal"), this form
or one substantially equivalent hereto must be used to accept the Exchange Offer
(as defined below) of the Issuer if: (i) certificates for the above-referenced
Preferred Stock (the "Old Preferred Stock") are not immediately available, (ii)
time will not permit all required documents to reach the Exchange Agent (as
defined below) at or prior to 5:00 p.m. New York City time on the Expiration
Date (as defined in the Prospectus) or (iii) the procedures for book-entry
transfer cannot be completed on or prior to 5:00 p.m. New York City time on the
Expiration Date. Such form may be delivered by hand or transmitted by telegram,
telex, facsimile transmission or letter to the Exchange Agent and must be
received by the Exchange Agent at or prior to 5:00 p.m. New York City time on
the Expiration Date.
To: AMERICAN STOCK TRANSFER & TRUST COMPANY
(the "Exchange Agent")
By Hand/Overnight Courier:
American Stock Transfer & Trust Company
40 Wall Street
46th Floor
New York, New York 10005
Attn: Reorganization Department
Facsimile Transmission:
(718) 234-5001
Confirm by Telephone:
(800) 937-5449
For Information:
(800) 937-5449
Delivery of this instrument to an address other than
as set forth above or transmittal of this instrument to
a facsimile or telex number other than as set forth
above does not constitute a valid delivery.
Ladies and Gentlemen:
The undersigned hereby tenders to the Issuer, upon the terms and conditions
set forth in the Prospectus and the Letter of Transmittal (which together
constitute the "Exchange Offer"), receipt of which are hereby acknowledged, the
number of shares of Old Preferred Stock set forth below pursuant to the
guaranteed delivery procedures described in the Prospectus and the Letter of
Transmittal.
The undersigned understands and acknowledges that the Exchange Offer will
expire at 5:00 p.m., New York City time, on , 1997, unless extended by the
Issuer. With respect to the Exchange Offer, "Expiration Date" means such time
and date, or if the Exchange Offer is extended, the latest time and date to
which the Exchange Offer is so extended by the Issuer.
All authority herein conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall survive the death or incapacity of the undersigned and
every obligation of the undersigned under this Notice of Guaranteed Delivery
shall be binding upon the heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives of the undersigned.
SIGNATURES Number of shares of Old Preferred Stock
Exchanged:
Signature of Owner
Certificate Nos. of Old Preferred Stock
(if available)
Signature of Owner (if more than one)
Dated: , 199
Names:
Total:
(Please Print)
If Old Preferred Stock will be delivered
by book-entry transfer, provide the
Depository Trust Company ("DTC") Account
No.:
Address:
Account No.:
(Include Zip Code)
Area Code and
Telephone No.:
Capacity (full title), if signing in a
representative capacity:
Taxpayer Identification or Social Security
No.:
GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member of a recognized signature guarantee medallion program within
the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended,
hereby guarantees (a) that the above-named person(s) own(s) the above-described
securities tendered hereby within the meaning of Rule 10b-4 under the Securities
Exchange Act of 1934, (b) that such tender of the above-described securities complies
with Rule 10b-4, and (c) that delivery to the Exchange Agent of certificates tendered
hereby, in proper form for transfer, or delivery of such certificates pursuant to the
procedure for book-entry transfer, in either case with delivery of a properly
completed and duly executed Letter of Transmittal (or facsimile thereof) and any other
required documents, is being made within three New York Stock Exchange trading days
after the date of execution of a Notice of Guaranteed Delivery of the above-named
person.
Name of Firm:
(Authorized Signature)
Title:
Number and Street or P.O. Box
City State Zip Code Date:
Tel. No.
Fax No.
NOTE: DO NOT SEND CERTIFICATES REPRESENTING OLD PREFERRED STOCK WITH THIS
NOTICE. OLD PREFERRED STOCK SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER
WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL.