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EXHIBIT 99.2
Letter to Beneficial Holders Regarding the Offer to Exchange
Any and All Outstanding 12.50% Senior Secured Notes due 2006
for
12.50% Senior Secured Notes due 2006
of
Tri-Union Development Corporation
Which Have Been Registered under the Securities Act of 1933
Pursuant to the Prospectus dated , 2001
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 2001 UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE
EXTENDED FROM TIME TO TIME, THE "EXPIRATION DATE"). TENDERS MAY BE
WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
YOU MUST COMPLETE AND RETURN THE ENCLOSED CLIENT INFORMATION
SHEET.
, 2001
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To Our Clients:
Enclosed for your consideration is the prospectus, dated , 2001 (the
"Prospectus"), and the accompanying Letter of Transmittal (the "Letter of
Transmittal") that together constitute the offer (the "Exchange Offer") by
Tri-Union Development Corporation ("Tri-Union") to exchange new 12.50% Senior
Secured Notes due 2006 ("New Notes") that have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), for all of its
outstanding 12.50% Senior Secured Notes due 2006 (the "Old Notes"), upon the
terms and subject to the conditions set forth in the Prospectus. The Prospectus
and the Letter of Transmittal more fully describe the Exchange Offer.
Capitalized terms used but not defined herein have the respective meanings
ascribed to them in the Prospectus.
To participate in the Exchange Offer, persons in whose names Old Notes
are registered on the books of the registrar ("Registered Holders") must either:
o cause to be delivered to Firstar Bank, National Association
(the "Exchange Agent"), at the address set forth in the Letter
of Transmittal, Old Notes in proper form for transfer,
together with a properly executed Letter of Transmittal
(INCLUDING THE CLIENT INFORMATION SHEET); or
o cause a DTC Participant to tender such holder's Old Notes to
the Exchange Agent's account maintained at The Depository
Trust Company ("DTC") for the benefit of the Exchange Agent
through the DTC's Automated Tender Offer Program ("ATOP"),
including transmission of an agent's message in
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which the Registered Holder acknowledges and agrees to be
bound by the terms of the Letter of Transmittal, and
return completed the enclosed client information sheet to the
dtc participant.
By complying with DTC's ATOP procedures with respect to the Exchange
Offer, the DTC Participant confirms on behalf of itself and the beneficial
owners of tendered Old Notes all provisions of the Letter of Transmittal
applicable to it and such beneficial owners as fully as if it completed,
executed and returned the Letter of Transmittal to the Exchange Agent.
We are the holder of Old Notes held for your account. A tender of such
Old Notes can be made only by us as the holder for your account and pursuant to
your instructions. The enclosed Letter of Transmittal is furnished to you for
your information only and cannot be used to tender Old Notes.
We request instructions as to whether you wish to tender any or all of
the Old Notes held by us for your account, pursuant to the terms and subject to
the conditions set forth in the Prospectus and the Letter of Transmittal.
To ensure the Exchange Offer and the tender of Old Notes is in
compliance with state jurisdictional requirements you must complete the enclosed
client information sheet (the "Client Information Sheet").
Your instructions to us and the Client Information Sheet should be
forwarded as promptly as possible in order to permit us to tender your Old Notes
on your behalf in accordance with the provisions of the Prospectus and the
Letter of Transmittal. The Exchange Offer will expire at 5:00 p.m., New York
City time, on , 2001, unless extended by Tri-Union. Old Notes properly
tendered may be withdrawn at any time prior to the Expiration Date.
The Exchange Offer is not conditioned upon any minimum number of Old
Notes being tendered.
Pursuant to the Letter of Transmittal, each holder of Old Notes must
represent to Tri-Union that:
o the New Notes to be acquired by such holder pursuant to the
Exchange Offer are being acquired in the ordinary course of
business of the holder;
o such holder is not participating, does not intend to
participate, and has no arrangement or understanding with any
person to participate, in the distribution of the New Notes;
o such holder is not an "affiliate," as defined under Rule 405
of the Securities Act, of Tri-Union;
o such holder acknowledges that any person who is a
broker-dealer registered under the Securities Exchange Act of
1934, as amended, or who tenders Old Notes in the Exchange
Offer for the purpose of participating in a distribution of
the New Notes must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with
any secondary resale
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transaction and cannot rely on the position of the staff of
the Securities and Exchange Commission enunciated in its
series of interpretive "no-action" letters with respect to
exchange offers;
o if the holder is a broker-dealer that will receive New Notes
for its own account in exchange for Old Notes, it must
represent that the Old Notes to be exchanged for New Notes
were acquired as a result of market-making activities or other
trading activities and must acknowledge that it will deliver a
prospectus meeting the requirements of the Securities Act in
connection with any resale of New Notes received in respect of
such Old Notes pursuant to the Exchange Offer; however, by so
acknowledging and by delivering a prospectus in connection
with the exchange of Old Notes, the holder will not be deemed
to admit that it is an "underwriter" within the meaning of the
Securities Act; and
o if the holder is not a broker-dealer, it must represent that
it is not engaged in, and does not intend to engage in, a
distribution of New Notes.
The enclosed "Instruction to Registered Holder or DTC Participant from
Beneficial Owner" form contains an authorization by you, as the beneficial owner
of Old Notes, for us to make the foregoing representations on your behalf.
We urge you to read the enclosed Letter of Transmittal in conjunction
with the Exchange Offer carefully before instructing us to tender your Old
Notes.
Your attention is directed to the following:
o the Exchange Offer is described in and subject to the terms
and conditions set forth in the Prospectus;
o subject to the terms and conditions of the Exchange Offer,
Tri-Union will accept for exchange on the Expiration Date all
Old Notes properly tendered and will issue New Notes promptly
after such acceptance;
o if you desire to tender any Old Notes pursuant to the Exchange
Offer, we must receive your instructions and the Client
Information Sheet in ample time to permit us to effect a
tender of the Old Notes on your behalf prior to the Expiration
Date; and
o any brokerage fees, commissions or transfer taxes will be
borne by Tri-Union, except as otherwise provided in
Instruction 6 of the Letter of Transmittal.
If you wish to tender any or all of the Old Notes held by us for your
account, please so instruct us by completing, executing, detaching and returning
to us the instruction form attached hereto. If you authorize the tender of your
Old Notes, all such Old Notes will be tendered unless otherwise specified on the
instruction form. Your instructions should be forwarded to us in ample
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time to permit us to submit a tender on your behalf on or prior to the
Expiration Date. The specimen Letter of Transmittal is furnished to you for your
information only and cannot be used by you to tender Old Notes held by us for
your account.
Tri-Union is not aware of any jurisdiction in which the making of the
Exchange Offer or the tender of Old Notes in connection therewith would not be
in compliance with the laws of such jurisdiction. However, to further ensure the
making of the Exchange Offer and the tender of Old Notes is in compliance with
jurisdictional requirements, please complete, execute, detach and return the
enclosed Client Information Sheet. If Tri-Union becomes aware of any
jurisdiction in which the making of the Exchange Offer would not be in
compliance with such laws, Tri-Union will make a good faith effort to comply
with any such laws or seek to have such laws declared inapplicable to the
Exchange Offer. If, after such good faith effort, Tri-Union cannot comply with
any such laws, the Exchange Offer will not be made to the Registered Holders
residing in such jurisdiction.
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Instructions to Registered Holder or DTC Participant from Beneficial Owner of
12.50% Senior Secured Notes due 2006
of
Tri-Union Development Corporation
The undersigned hereby acknowledges receipt of the prospectus dated,
, 2001 (the "Prospectus"), of Tri-Union Development Corporation
("Tri-Union") and the accompanying Letter of Transmittal, that together
constitute Tri-Union's offer to exchange any and all of its outstanding 12.50%
Senior Secured Notes due 2006 (the "Old Notes") for its 12.50% Senior Secured
Notes due 2006 which have been registered under the Securities Act of 1933, as
amended (the "Securities Act"; such notes, the "New Notes"; such offer, the
"Exchange Offer").
This will instruct you, the registered holder, as to the action to be
taken by you relating to the Exchange Offer with respect to the Old Notes held
by you for the account of the undersigned, on the terms and subject to the
conditions in the Prospectus and Letter of Transmittal.
The aggregate face amount of the Old Notes held by you for the account
of the undersigned is (fill in the amount):
$ of the Old Notes.
With respect to the Exchange Offer, the undersigned hereby instructs
you (check appropriate box);
[ ] To TENDER the following Old Notes held by you for the account of
the undersigned (insert principal amount of Old Notes to be tendered, if any):
$ of the Old Notes.
[ ] NOT to TENDER any Old Notes held by you for the account of the
undersigned.
If the undersigned instructs you to tender the Old Notes held by you
for the account of the undersigned, it is understood that you are authorized:
o to make, on behalf of the undersigned (and the undersigned, by
its signature below, hereby makes to you), the representations
and warranties contained in the Letter of Transmittal that are
to be made with respect to the undersigned as a beneficial
owner of the Old Notes, including but not limited to the
representations that:
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o the undersigned is acquiring the New Notes in the
ordinary course of business of the undersigned;
o the undersigned is not participating, does not intend
to participate, and has no arrangement or
understanding with any person to participate, in the
distribution of the New Notes;
o the undersigned is not an "affiliate," as defined
under Rule 405 of the Securities Act of Tri-Union;
o the undersigned acknowledges that any person who is a
broker-dealer registered under the Securities
Exchange Act of 1934, as amended, or is participating
in the Exchange Offer for the purpose of distributing
the New Notes must comply with the registration and
prospectus delivery requirements of the Securities
Act, in connection with a secondary resale
transaction of the New Notes acquired by such person
and cannot rely on the position of the staff of the
Securities and Exchange Commission enunciated in its
series of interpretative no-action letters with
respect to exchange offers;
o if the undersigned is a broker-dealer that will
receive New Notes for its own account in exchange for
Old Notes, it represents that the Old Notes to be
exchanged for the New Notes were acquired by it as a
result of market-making activities or other trading
activities and acknowledges that it will deliver a
prospectus in connection with any resale of such 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; and
o if the undersigned is not a broker-dealer, the
undersigned represents that it is not engaged in, and
does not intend to engage in, a distribution of the
New Notes;
o to agree, on behalf of the undersigned, as set forth in the
Letter of Transmittal; and
o to take such other action as necessary under the prospectus or
the Letter of Transmittal to effect the valid tender of Old
Notes.
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SIGN HERE
Name of Beneficial Owner(s):
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Signature(s): Name(s) (please print):
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Address:
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Telephone Number(s):
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Taxpayer Identification or Social Security Number(s):
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Date:
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Client Information Sheet Regarding the Offer to Exchange
Any and All Outstanding 12.50% Senior Secured Notes due 2006
for
12.50% Senior Secured Notes due 2006
of
Tri-Union Development Corporation
THIS FORM MUST BE COMPLETED AND RETURNED TO THE DTC PARTICIPANT
Please complete the questions below to ensure the Exchange Offer and
the tender of Old Notes is in compliance with state jurisdictional requirements.
Principle Place of Business or Domicile:
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Please check all of the following categories that are applicable to you:
[ ] financial institution or institutional buyer
[ ] broker-dealer
[ ] bank
[ ] savings institution
[ ] trust company
[ ] depository institution
[ ] insurance company
[ ] separate account of an insurance company
[ ] Investment Company as defined in the Investment Company Act of 1940
[ ] pension
[ ] profit-sharing trust
[ ] a small business investment company licensed by the federal small business
administration under the federal "Small Business Investment Act of 1958"
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[ ] a business development company as defined in the federal "Investment
Advisers Act of 1940" [CCH Federal Securities Law Reporter par. 47, 300F]
[ ] a private business development company as defined in the federal
"Investment Advisers Act of 1940" [CCH Federal Securities Law Reporter par.
56,347B]
[ ] an entity, but not an individual, a substantial part of whose business
activities consist of investing, purchasing, selling or trading in securities of
more than one issuer and not of its own issue and that has total assets in
excess of five million dollars as of the end of its latest fiscal year;
[ ] a Qualified Institutional Buyer as defined in 17 C.F.R. 230.144A(a)
Name of Beneficial Owner(s):
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Signature(s): Name(s) (please print):
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Date:
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