EXHIBIT 99.2
TRUST UNITS ELECTION FORM
AND
LETTER OF TRANSMITTAL
FOR HOLDERS OF SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE,
OF
EEX CORPORATION
DESIRING TO MAKE AN ELECTION TO RECEIVE TRUST UNITS OF TREASURE ISLAND ROYALTY
TRUST
PURSUANT TO THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
DATED AS OF MAY 29, 2002
BY AND AMONG
NEWFIELD EXPLORATION COMPANY, NEWFIELD OPERATING COMPANY
AND EEX CORPORATION
THE ELECTION DEADLINE IS 5:00 P.M., HOUSTON, TEXAS TIME, ON FRIDAY, NOVEMBER 22,
2002.
The Exchange Agent:
AMERICAN STOCK TRANSFER & TRUST COMPANY
<Table>
By Mail or By Hand: By Facsimile: By Overnight Courier:
(718) 234-5001 6201 15th Avenue
59 Maiden Lane Brooklyn, New York 11219
New York, New York 10038
Confirm By Telephone To:
(718) 921-8200
or
(800) 937-5449
</Table>
DELIVERY OF THIS TRUST UNITS ELECTION FORM AND LETTER OF TRANSMITTAL TO AN
ADDRESS OTHER THAN AS SET FORTH FOR THE EXCHANGE AGENT ABOVE OR TRANSMISSION OF
THIS TRUST UNITS ELECTION FORM AND LETTER OF TRANSMITTAL VIA A FACSIMILE TO A
NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE
EXCHANGE AGENT. THIS DOCUMENT SHOULD BE DELIVERED WITH ANY OTHER DOCUMENTS
REQUIRED PURSUANT TO THE TERMS HEREOF IN THE BLUE ENVELOPE DELIVERED HEREWITH.
Information Agent:
INNISFREE M&A INCORPORATED
501 Madison Avenue, 20th Floor
New York, New York 10022
Shareholders call toll free: (888) 750-5835
Banks and brokers call collect: (212) 750-5833
BOX A: NAME(S) AND ADDRESS OF REGISTERED HOLDER(S)*
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
* IF A LABEL PROVIDING YOUR NAME AND ADDRESS IS NOT AFFIXED IN THIS BOX, PLEASE
FILL IN THE BOX WITH YOUR NAME EXACTLY AS IT APPEARS ON YOUR EEX SHARE
CERTIFICATE(S) TO BE SUBMITTED AND PROVIDE YOUR ADDRESS AS SET FORTH IN EEX'S
SHAREHOLDER RECORDS. SEE INSTRUCTION 9(c).
This Trust Units Election Form and Letter of Transmittal (this "Election
Form") is to be completed by holders ("EEX Holders") of shares of common stock,
par value $0.01 per share ("EEX Shares"), of EEX Corporation ("EEX") who wish to
elect to receive trust units ("Trust Units") of Treasure Island Royalty Trust, a
newly formed royalty trust, in lieu of all or a portion of the shares of common
stock, par value $0.01 per share ("Newfield Shares"), of Newfield Exploration
Company ("Newfield") they would otherwise receive as consideration for their EEX
Shares pursuant to the Amended and Restated Agreement and Plan of Merger by and
among Newfield, Newfield Operating Company, a wholly owned subsidiary of
Newfield ("Merger Sub"), and EEX dated as of May 29, 2002 (the "Merger
Agreement").
Under the terms of the Merger Agreement, EEX Holders will receive .05703 of
one Newfield Share for each EEX Share in the merger of EEX with and into Merger
Sub (the "Merger"); provided, that each EEX Holder may elect (an "Election") to
receive Trust Units in lieu of all or a portion of the Newfield Shares such EEX
Holder would otherwise receive. Each EEX Holder may elect to receive a maximum
number of trust units equal to 105.611 multiplied by the number of EEX Shares
covered by such EEX Holder's Election Form (rounded down to the nearest whole
trust unit). If EEX Holders, in the aggregate, elect to receive more than
42,574,298 Trust Units (which is the maximum number of Trust Units available for
issuance in the Merger), then each EEX Holder will be allocated Trust Units in
the following manner:
(1) First, each EEX Holder will be allocated Trust Units equal to the
lesser of (a) the number of EEX Shares covered by such EEX Holder's
Election Form and (b) the number of Trust Units that such EEX Holder
elected to receive.
(2) Second, each EEX Holder who elected to receive a number of Trust Units
greater than the number of EEX Shares covered by such EEX Holder's
Election Form will be allocated a pro rata portion of the Trust Units
remaining after the initial allocation, if any, based on the number of
Trust Units such EEX Holder elected to receive that were not allocated
to such EEX Holder in the initial allocation as compared to the total
number of Trust Units elected by all EEX Holders that were not
allocated in the initial allocation.
For each Trust Unit that an EEX Holder receives, the number of Newfield Shares
that such EEX Holder would otherwise receive pursuant to the Merger will be
reduced by .00054 of one share.
Elections must be made in whole Trust Units. No fractions of a Trust Unit or of
a Newfield Share will be issued in Merger. In lieu of any fractional interest of
a Newfield Share, each holder of EEX Shares who would otherwise have been
entitled to such a fraction upon surrender of EEX Share Certificates shall be
paid an amount in cash (without interest) as hereinafter provided. Newfield
shall instruct the Exchange Agent to determine the number of whole and
fractional Newfield Shares allocable to each holder of record of EEX Shares at
the effective time of the Merger, to aggregate all such fractional shares into
whole shares, to sell whole shares obtained thereby in the open market at then
prevailing prices on behalf of holders who otherwise would be entitled to
receive fractional share interests and to distribute to each such holder such
holder's ratable share of the total proceeds of such sale, after making
appropriate deductions of the amount, if any, required for federal income tax
withholding purposes and after deducting any applicable transfer taxes. All
brokers' fees and commissions incurred in connection with such sales shall be
paid by Newfield.
Consummation of the Merger is subject to approval by the shareholders of EEX and
to the satisfaction of certain other conditions. No Merger Consideration will be
paid prior to the consummation of the Merger, and no payments will be made if
the Merger Agreement is terminated. If the Merger Agreement is terminated, all
Elections will be void and of no effect and the Exchange Agent will promptly
return all EEX Shares previously received by it.
TO BE EFFECTIVE, THIS ELECTION FORM, TOGETHER WITH ALL OTHER REQUIRED
DOCUMENTS, INCLUDING YOUR SHARE CERTIFICATES (OR A GUARANTEE OF DELIVERY OF SUCH
SHARE CERTIFICATES AS SET FORTH IN INSTRUCTION 7 BELOW) IF YOU ARE NOT
DELIVERING YOUR EEX SHARES BY BOOK-ENTRY TRANSFER THROUGH DTC,
2
MUST BE RECEIVED BY THE EXCHANGE AGENT NO LATER THAN 5:00 P.M., HOUSTON, TEXAS
TIME, ON NOVEMBER 22, 2002 (THE "ELECTION DEADLINE"). FOR AN ELECTION TO BE
VALID, EEX HOLDERS MUST SUBMIT (OR GUARANTEE DELIVERY OF) SHARE CERTIFICATES
REPRESENTING, OR DELIVER (OR PROVIDE A GUARANTEE OF DELIVERY) BY BOOK-ENTRY
TRANSFER THROUGH DTC, THE EEX SHARES COVERED BY THIS ELECTION FORM AND,
THEREFORE, ELECTING EEX HOLDERS MAY BE UNABLE TO TRANSFER SUCH SHARES.
EEX HOLDERS SHOULD ONLY SUBMIT AN ELECTION FORM IF THEY WISH TO RECEIVE
TRUST UNITS IN LIEU OF A PORTION OF THE NEWFIELD SHARES THEY WOULD OTHERWISE
RECEIVE IN THE MERGER. EEX HOLDERS WHO DO NOT WISH TO RECEIVE TRUST UNITS SHOULD
NOT SUBMIT AN ELECTION FORM. EEX HOLDERS WHO DO NOT MAKE AN ELECTION OR WHO
SUBMIT AN IMPROPERLY COMPLETED ELECTION FORM WILL RECEIVE INSTRUCTIONS FOR
EXCHANGING THEIR EEX SHARES AFTER CONSUMMATION OF THE MERGER.
The Proxy Statement/Prospectus dated , 2002 (the "Proxy
Statement/Prospectus") delivered herewith includes a description of the Merger
Agreement and the terms of the Merger. EEX Holders should carefully read the
Proxy Statement/Prospectus prior to completing this Election Form. In addition,
the Instructions accompanying this Election Form should be read carefully before
this Election Form is completed and submitted.
EEX Holders that require assistance replacing share certificate(s)
representing EEX Shares ("EEX Share Certificates") that have been lost, stolen
or destroyed should refer to Instruction 11 below. If you are not delivering
your EEX Shares by book-entry transfer through DTC or providing a Guarantee of
Delivery, submission of this Election Form will not be effective without
enclosing the EEX Share Certificates covered by this Election Form. Therefore,
it is critical that any EEX Holders who wish to elect to receive Trust Units act
immediately to obtain replacement share certificates. EEX Holders who submit a
Guarantee of Delivery as described in Instruction 7 below must deliver their EEX
Share Certificates within three New York Stock Exchange ("NYSE") trading days
thereafter.
COMPLETING AND RETURNING THIS ELECTION FORM DOES NOT HAVE THE EFFECT OF
CASTING A VOTE WITH RESPECT TO APPROVAL OF THE MERGER AGREEMENT AT THE SPECIAL
MEETING OF SHAREHOLDERS OF EEX TO BE HELD ON NOVEMBER 26, 2002 (THE "SPECIAL
MEETING"). TO VOTE AT THE SPECIAL MEETING, EEX HOLDERS MUST COMPLETE, SIGN AND
RETURN THE WHITE PROXY CARD DELIVERED HEREWITH AND RETURN IT IN THE WHITE
ENVELOPE DELIVERED HEREWITH OR ATTEND THE SPECIAL MEETING IN PERSON AND VOTE
THEIR EEX SHARES IN PERSON. ONLY EEX HOLDERS OF RECORD ON OCTOBER 10, 2002, THE
RECORD DATE FOR THE SPECIAL MEETING, MAY VOTE AT THE SPECIAL MEETING. EEX
HOLDERS WITH ANY QUESTIONS CONCERNING THE VOTING OF EEX SHARES AT THE SPECIAL
MEETING SHOULD CONTACT THE INFORMATION AGENT TOLL-FREE AT (888) 750-5835.
3
Ladies and Gentlemen:
Pursuant to the Merger Agreement and subject to the proration procedures
included therein and described in the Proxy Statement/Prospectus, the
undersigned hereby surrenders to American Stock Transfer & Trust Company, as
Exchange Agent, for exchange pursuant to the Merger Agreement the EEX Shares
described below in Box B and hereby elects to receive that number of Trust Units
set forth in Box B below in lieu of all or a portion of the Newfield Shares that
the undersigned would otherwise be entitled to receive pursuant to the Merger
with respect to such EEX Shares. The Trust Units, Newfield Shares and cash paid
in lieu of fractional shares to be received by EEX Holders in connection with
the Merger are collectively referred to as the "Merger Consideration."
The undersigned understands that the Election is subject to certain terms,
conditions and limitations that are set forth in the Merger Agreement including,
but not limited to, the fact that no more than 42,574,298 Trust Units will be
issued in the Merger. THE UNDERSIGNED ACKNOWLEDGES THAT THE UNDERSIGNED'S
ELECTION WILL BE SUBJECT TO PRORATION PURSUANT TO THIS LIMITATION AS DESCRIBED
IN THE PROXY STATEMENT/PROSPECTUS. THE UNDERSIGNED ACKNOWLEDGES THAT, AS A
RESULT OF THE PRORATION PROCESS, THE UNDERSIGNED MAY NOT RECEIVE ALL OF THE
TRUST UNITS THAT THE UNDERSIGNED ELECTS TO RECEIVE PURSUANT TO THIS ELECTION
FORM.
The determination of the Merger Consideration to which an EEX Holder is
entitled (and whether any proration is necessary) will be completed within 10
business days after the consummation of the Merger. The Merger Consideration is
expected to be mailed promptly following such determination. Newfield intends to
issue a press release announcing the results of the elections and proration, if
any, promptly after the final determination thereof.
An Election Form may be revoked or changed if the Exchange Agent receives
written notice thereof prior to the Election Deadline. See Instruction 2 below.
If the undersigned is acting in a representative or fiduciary capacity for
a particular beneficial owner, the undersigned hereby certifies that this
Election Form covers all of the EEX Shares owned by the undersigned in a
representative or fiduciary capacity for such beneficial owner.
The undersigned hereby represents and warrants that the undersigned is as
of the date hereof, and will be as of the effective time of the Merger, the
registered holder of the EEX Shares represented by the EEX Share Certificate(s)
surrendered in connection herewith. The undersigned hereby further represents
that the undersigned has good title to the EEX Shares covered by this Election
Form and has full power and authority (1) to sell, assign and transfer such EEX
Shares, free and clear of all liens, restrictions, charges and encumbrances, and
not subject to any adverse claims, and (2) to make the Election indicated
herein. The undersigned hereby irrevocably appoints the Exchange Agent as agent
of the undersigned to effect the exchange of the EEX Shares surrendered in
connection herewith pursuant to the Merger Agreement and the instructions
herein. The undersigned will, upon request, execute any additional documents
necessary or desirable to complete the surrender and exchange of such EEX
Shares. All authority conferred or agreed to be conferred in this Election Form
shall be binding upon the successors, assigns, heirs, executors, administrators
and legal representatives of the undersigned and shall not be affected by, and
shall survive, the death or incapacity of the undersigned.
An Election will not be effective unless this Election Form is properly
completed and signed and this Election Form and all other required documents
(including the EEX Share Certificates listed in Box B above) are received by the
Exchange Agent prior to the Election Deadline. Instructions regarding the
completion of this Election Form begin on page [8]. To complete this Election
Form, please:
- Look to see if there is a label affixed in Box A on the cover of this
Election Form that provides your name and address. If no label is affixed
in Box A, fill in Box A in accordance with the instructions under the
box.
- Complete Box B on page [5] of this Election Form. If the instructions to
Box B so request, complete Box G and Box H below.
4
- If the Merger Consideration to be issued in exchange for the EEX Shares
covered by this Election Form is to be issued in the name of someone other
than the record holder(s) listed in Box A on the cover of this Election
Form, you must complete Box C and Box F below and comply with Instruction
10. Unless otherwise indicated in Box C below, the Merger Consideration
will be issued in the name of the record holder(s) listed in Box A and
mailed to the address set forth in Box A.
- If the Merger Consideration is to be mailed to the record holder(s)
listed in Box A on the cover of this Election Form at an address other
than the address set forth in Box A, you must complete Box D and Box F
below. Unless otherwise indicated in Box D below, the Merger Consideration
will be mailed to the address set forth in Box A.
- Complete Box E and sign where indicated in accordance with Instruction 9.
- To avoid backup withholding, complete and sign the Substitute Form W-9
included at the end of this Election Form. See Instruction 13.
Notwithstanding anything to the contrary in this Election Form, the Exchange
Agent reserves the right to waive any flaws in a completed Election Form but
shall be under no obligation to do so.
THE METHOD OF DELIVERY OF THIS ELECTION FORM, EEX SHARE CERTIFICATES AND
ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE UNDERSIGNED. IF
YOU CHOOSE TO SEND MATERIALS BY MAIL, IT IS RECOMMENDED THAT YOU SEND THEM BY
REGISTERED MAIL, APPROPRIATELY INSURE, WITH RETURN RECEIPT REQUESTED. Delivery
of the materials will be deemed effective, and risk of loss with respect thereto
will pass, only when such materials are actually received by the Exchange Agent.
List below all of the EEX Shares covered by this Election Form, specifying
(1) the share certificate number of, and the number of EEX Shares represented
by, each EEX Share Certificate delivered with this Election Form, (2) the total
number of EEX Shares represented by EEX Share Certificates delivered with the
Election Form, (3) the number of EEX Shares covered by this Election Form that
will be delivered in the future pursuant to a Guarantee of Delivery, (4) the
number of EEX Shares covered by this Election Form that have been delivered by
book entry transfer and (5) the total number of EEX Shares covered by this
Election Form. If the space below is inadequate, the information requested
should be listed on a separate, signed schedule attached to this Election Form.
5
ON THE LAST LINE OF BOX B BELOW, INDICATE THE NUMBER OF TRUST UNITS THAT
YOU ELECT TO RECEIVE WITH RESPECT TO THE EEX SHARES COVERED BY THIS FORM.
<Table>
<Caption>
- -------------------------------------------------------------------------------------------------
BOX B: DESCRIPTION OF SHARES DELIVERED (OR GUARANTEED TO BE DELIVERED)
AND ELECTION
- -------------------------------------------------------------------------------------------------
NUMBER OF EEX SHARES REPRESENTED BY EACH EEX SHARE
EEX SHARE CERTIFICATE NUMBER(S)(1) CERTIFICATE(1)
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
Total number of EEX Shares delivered in
certificated form(2)
- -------------------------------------------------------------------------------------------------
Number of EEX Shares to be delivered in the
future pursuant to a Guarantee of
Delivery(3):
- -------------------------------------------------------------------------------------------------
Total number of EEX Shares delivered by
book-entry transfer(4):
- -------------------------------------------------------------------------------------------------
Total number of EEX Shares delivered or
guaranteed to be delivered pursuant to
this Election Form(5):
- -------------------------------------------------------------------------------------------------
Number of Trust Units elected to be
received(6):
- -------------------------------------------------------------------------------------------------
</Table>
(1) Complete this section only if EEX Share Certificates are being delivered
with this Election Form. Do not complete this section if the EEX Shares
covered by this Election Form are being delivered by book-entry transfer or
will be delivered in the future pursuant to a Guarantee of Delivery.
(2) The total number of EEX Shares submitted in certificated form should equal
the total number of EEX Shares represented by the EEX Share Certificate(s)
listed above.
(3) Indicate here the number of EEX Shares covered by this Election Form that
will be delivered in the future pursuant to a Guarantee of Delivery. If any
of the EEX Shares covered by this Election Form will be delivered in the
future pursuant to a Guarantee of Delivery, you also must complete Box G
below. See Instruction 6 below.
(4) Indicate here the number of EEX Shares covered by this Election Form
delivered by book-entry transfer. If any of the EEX Shares covered by this
Election Form have been delivered by book-entry transfer, you also must
complete Box H below. See Instruction 7 below.
(5) Indicate here the total number of EEX Shares covered by this Election Form.
(6) The maximum number of Trust Units that may be elected to be received is
105.611 multiplied by the total number of EEX Shares submitted (rounded down
to the nearest whole Trust Unit).
6
- --------------------------------------------------------------------------------
BOX C: SPECIAL ISSUANCE AND
PAYMENT INSTRUCTIONS
(See Instructions 5 and 10)
To be completed ONLY if the Merger Consideration (whether Trust Units,
Newfield Shares or cash for fractional shares) is to be issued in the name of
someone other than the record holder(s) listed in Box A on the cover of this
Election Form.
Issue the Merger Consideration to:
Name ---------------------------------------------------------------------------
(PLEASE PRINT)
Address -----------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Include Zip Code)
If you complete this box, you will need a signature guarantee by an
eligible institution. See Instruction 5 and Box F below.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
BOX D: SPECIAL DELIVERY
INSTRUCTIONS
(See Instruction 5)
To be completed ONLY if the Merger Consideration (whether Trust Units,
Newfield Shares or cash for fractional shares) is to be mailed to the record
holder(s) listed in Box A on the cover of this Election Form at an address other
than that shown on the cover of this Election Form.
Mail the Merger Consideration to the record holder(s) listed in Box A at:
Address -----------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Include Zip Code)
Check this box if this is a permanent change of address: [ ]
If you complete this box, you will need a signature guarantee by an
eligible institution. See Instruction 5 and Box F below.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
BOX E
PLEASE SIGN HERE
(See Instruction 9)
Signature: ---------------------------------------------------------------------
Signature: ---------------------------------------------------------------------
Dated: -------------------------------------------------------------------------
Name(s): -----------------------------------------------------------------------
(PLEASE PRINT)
Capacity: ----------------------------------------------------------------------
Daytime area code and
telephone number: --------------------------------------------------------------
Signature(s) of registered holder(s) must be EXACTLY as name(s) appear(s)
in Box A on the cover of this Election Form or on the assignment authorizing
transfer.
If signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, the capacity of the person signing should be
indicated. See Instruction 8 below.
- --------------------------------------------------------------------------------
7
- --------------------------------------------------------------------------------
BOX F
SIGNATURE GUARANTEE
(Required only in cases specified in Instruction 5)
The undersigned hereby guarantees the signature(s) which appear(s) on this
Election Form.
Dated: -------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(NAME OF ELIGIBLE INSTITUTION ISSUING GUARANTEE)
(PLEASE PRINT)
- --------------------------------------------------------------------------------
(FIX MEDALLION STAMP ABOVE)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
BOX G
GUARANTEE OF DELIVERY
(To be used only if EEX Share Certificates are not surrendered herewith)
(See Instruction 6)
THE UNDERSIGNED (CHECK APPROPRIATE BOX BELOW) GUARANTEES TO DELIVER TO THE
EXCHANGE AGENT THE NUMBER OF EEX SHARES INDICATED IN BOX B ABOVE AS EEX SHARES
TO BE DELIVERED IN THE FUTURE PURSUANT TO A GUARANTEE OF DELIVERY AND A
COMPLETED AND DULY SIGNED LETTER OF TRANSMITTAL WITH RESPECT TO EEX SHARES
DELIVERED PURSUANT TO A GUARANTY OF DELIVERY IN THE FORM ENCLOSED HEREWITH NO
LATER THAN 5:00 P.M. (EASTERN DAYLIGHT TIME), ON THE THIRD NYSE TRADING DAY
AFTER THE DATE OF EXECUTION OF THIS GUARANTEE OF DELIVERY.
<Table>
[ ] A member of a registered national
securities exchange -----------------------------------------
FIRM (PLEASE PRINT OR TYPE)
[ ] A member of the National Association
of Securities Dealers, Inc. -----------------------------------------
AUTHORIZED SIGNATURE
-----------------------------------------
[ ] A commercial bank or trust company in -----------------------------------------
the United States
-----------------------------------------
ADDRESS
Dated: ------------------------------- -----------------------------------------
AREA CODE AND TELEPHONE NUMBER
</Table>
If EEX Shares will be delivered in certificated form:
provide certificate number(s), if available: ---------------------------------
If EEX Shares will be delivered by book-entry transfer:
provide account number at DTC: -----------------------------------------------
- --------------------------------------------------------------------------------
8
- --------------------------------------------------------------------------------
BOX H
DELIVERY BY BOOK-ENTRY TRANSFER
(To be used only if EEX Shares covered by this Election Form
are being delivered by book-entry transfer through DTC)
(See Instruction 7)
Name of delivery institution: --------------------------------------------------
Account number: ----------------------------------------------------------------
Transaction code number: -------------------------------------------------------
- --------------------------------------------------------------------------------
9
INSTRUCTIONS FOR COMPLETION OF
ELECTION FORM
An Election will not be effective unless this Election Form is properly
completed and signed and this Election Form and all other required documents
(including the EEX Share Certificates listed in Box B above) are received by the
Exchange Agent prior to the Election Deadline (see Instruction 1) at one of the
addresses or via the facsimile number set forth on the cover of this Election
Form. If your share certificate(s) are lost, stolen or destroyed, please refer
to Instruction 11 below.
Your Election is subject to certain terms, conditions and limitations set
forth in the Merger Agreement and described in the Proxy Statement/Prospectus
delivered herewith. The Merger Agreement is included as Annex A to the Proxy
Statement/Prospectus. Additional copies of the Proxy Statement/ Prospectus may
be requested from the Information Agent at the address or toll-free number shown
on the cover of this Election Form. The delivery of this Election Form to the
Exchange Agent is an acknowledgment of the receipt of the Proxy
Statement/Prospectus.
THE BLUE RETURN ENVELOPE ADDRESSED TO THE EXCHANGE AGENT DELIVERED WITH
THIS BLUE ELECTION FORM SHOULD BE USED TO RETURN THIS BLUE ELECTION FORM. YOU
SHOULD NOT USE THE WHITE ENVELOPE THAT HAS BEEN SENT IN CONNECTION WITH THE
SOLICITATION OF WHITE PROXY CARDS FOR RETURN OF THE BLUE ELECTION FORM.
NEWFIELD, EEX AND THE EXCHANGE AGENT WILL NOT BE RESPONSIBLE FOR ANY PROXY CARD
OR ELECTION FORM RETURNED IN THE WRONG ENVELOPE AND NOT RECEIVED PRIOR TO THE
APPLICABLE DEADLINE.
1. Election Deadline. THE ELECTION DEADLINE IS 5:00 P.M. (HOUSTON, TEXAS
TIME) ON NOVEMBER 22, 2002, THE SECOND BUSINESS DAY PRIOR TO THE DATE OF THE
SPECIAL MEETING OF SHAREHOLDERS OF EEX CALLED TO APPROVE THE MERGER AGREEMENT.
An Election will not be effective unless this Election Form is properly
completed and signed and this Election Form and all other required documents
(including the EEX Share Certificates listed in Box B above) are received by the
Exchange Agent prior to the Election Deadline at one of the addresses or via the
facsimile number set forth on the cover of this Election Form. ANY EEX SHARES
FOR WHICH A GUARANTEE OF DELIVERY IS PROVIDED MUST BE DELIVERED TO THE EXCHANGE
AGENT WITHIN THREE NYSE TRADING DAYS AFTER THE DATE SUCH GUARANTEE OF DELIVERY
IS EXECUTED OR NO ELECTION WILL BE DEEMED TO HAVE BEEN MADE WITH RESPECT TO THE
EEX SHARES COVERED THEREBY. The Exchange Agent will determine whether any
Election Form or any EEX Shares in respect of a Guarantee of Delivery are
received on a timely basis. Any such determinations shall be conclusive and
binding.
2. Revocation or Change of Election Form. An Election Form may be revoked
if the Exchange Agent receives written notice prior to the Election Deadline
from the holder of the shares covered by such Election who signed the related
Election Form. Any person who has effectively revoked an Election Form may, by
signed and written notice to the Exchange Agent, request the return of the EEX
Shares delivered to the Exchange Agent and such EEX Shares will be returned
without charge to such person promptly after receipt of such request. An
Election Form may be changed if the record holder delivers written notice of
such change and a new Election Form and all other required documents are
received by the Exchange Agent prior to the Election Deadline.
3. Termination of Merger Agreement. If the Merger Agreement is
terminated, all Elections will be void and of no effect and the Exchange Agent
will promptly return all EEX Share Certificates previously received by it. In
such event, EEX Shares held through DTC are expected to be available for sale or
transfer promptly following such termination. EEX Share Certificates
representing EEX Shares held of record directly by the beneficial owners of such
EEX Shares will be returned by the Exchange Agent without charge to the holder
as promptly as practicable by first class, insured mail.
4. No Fractional Interests. Elections must be in whole Trust Units. No
fractions of a Trust Unit will be issued in the Merger.
5. Guarantee of Signatures. If the Merger Consideration is to be issued
in the name of the registered holder(s) listed in Box A on the cover of this
Election Form and the Merger Consideration is to be mailed to the record
holder(s) listed in Box A on the cover of this Election Form at the address of
the registered holder(s) set forth in Box A on the cover of this Election Form,
the signatures on this Election
10
Form need not be guaranteed. If Box C or Box D has been completed, signatures on
this Election Form and on any EEX Share Certificate or stock power referred to
in Instruction 9(d) must be guaranteed by a financial institution (including
most commercial banks, savings and loan associations and brokerage houses) that
is a participant in the Security Transfer Agent's Medallion Program, the New
York Share Exchange Medallion Program or the Share Exchange Medallion Program.
Public notaries cannot execute acceptable guarantees of signatures.
6. Guarantee of Delivery. EEX Holders whose EEX Share Certificates are
not immediately available, who cannot deliver their EEX Share Certificates to
the Exchange Agent prior to the Election Deadline or who cannot comply with the
book-entry transfer procedures on a timely basis may nevertheless submit an
Election Form by completing and duly executing the Guarantee of Delivery set
forth in Box G above. A Guarantee of Delivery of EEX Share Certificates or of
EEX Shares by book-entry transfer must be made by a firm that is a member of a
registered national securities exchange or of the National Association of
Securities Dealers, Inc. or a commercial bank or trust company having an office
or correspondent in the United States, and ANY EEX SHARES COVERED BY A GUARANTEE
OF DELIVERY MUST BE DELIVERED TO THE EXCHANGE AGENT WITHIN THREE NYSE TRADING
DAYS AFTER THE DATE OF EXECUTION OF SUCH GUARANTEE OF DELIVERY. A completed and
duly signed Letter of Transmittal with respect to EEX Shares Delivered Pursuant
to a Guaranty of Delivery in the form enclosed herewith also must delivered with
the EEX Share Certificates or in connection with the delivery of the EEX Shares
by book-entry transfer. Failure to deliver such letter of transmittal EEX Shares
shall invalidate any Election, and no Election shall be deemed to have been made
with respect to the EEX Shares covered thereby.
7. Book-Entry Transfer. The Exchange Agent will establish an account at
the Depository Trust Company ("DTC") for purposes of the Election. Any financial
institution that is a participant in DTC's system may make book-entry delivery
of EEX Shares by causing DTC to transfer such EEX Shares into the Exchange
Agent's account in accordance with DTC's procedures for such transfer. To make
book-entry delivery of EEX Shares, a participant in DTC's system must provide
its name, its account number at DTC and the appropriate DTC transaction code
number in Box H above. A properly completed and duly signed Election Form, with
any required signature guarantees, or an agent's message, and any other required
documents, must, in any case, be transmitted to, and received by, the Exchange
Agent at one of the addresses or the facsimile number set forth on the cover of
this Election Form prior to the Election Deadline in order for an Election to be
effective. DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE WITH DTC'S PROCEDURES DOES
NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT. An "agent's message" is a message
transmitted by DTC to, and received by, the Exchange Agent that states that DTC
has received an express acknowledgment from the participant in DTC delivering
the EEX Shares that such participant has received and agrees to be bound by the
terms of the Election Form.
8. Shares Held by Nominees, Trustees or other Representatives; Multiple
Elections; Non-Elections. Holders of record of EEX Shares who hold such shares
as nominees, trustees or in other representative or fiduciary capacities (a
"Representative") may submit one or more Election Forms covering the aggregate
number of EEX Shares held by such Representative for the beneficial owners for
whom the Representative is making an Election, provided that such Representative
certifies that each Election Form covers all of the EEX Shares held by such
Representative for any single beneficial owner. Any Representative that makes an
Election may be required to provide the Exchange Agent with such documents and
additional certifications, if requested, in order to satisfy the Exchange Agent
that such Representative holds such EEX Shares for a particular beneficial
owner.
9. Signatures on Election Form; Share Powers and Endorsements.
(a) All signatures must correspond exactly with the name written on
the face of the EEX Share Certificate(s) without alteration, variation or
any change whatsoever.
(b) If the EEX Share Certificates surrendered are held of record by
two or more joint owners, all such owners must sign this Election Form.
11
(c) If any surrendered EEX Shares are registered in different names
on several EEX Share Certificate(s), it will be necessary to complete, sign
and submit as many separate Election Forms as there are different
registrations of EEX Share Certificates.
(d) If this Election Form is signed by any person(s) other than the
record holder(s) of the EEX Share Certificate(s) listed in Box A (other
than as set forth in paragraph (e) below), such certificates must be
properly endorsed for transfer or accompanied by appropriate stock powers,
in either case signed exactly as the name(s) of the record holder(s)
appear(s) on such certificate(s) and Signatures on such certificates and
stock powers must be guaranteed as provided in Instruction 5.
(e) If this Election Form is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or
other person acting in a fiduciary or representative capacity and such
person is not the record holder of the accompanying EEX Share Certificates,
he or she must indicate the capacity when signing and must submit proper
evidence of his or her authority to act.
10. Special Issuance and Payment Instructions. If you provide special
issuance and payment instructions in Box C above, the Exchange Agent will follow
those instructions only if (a) the Exchange Agent has been provided with
satisfactory evidence of the payment of, or exemption from payment of, any
applicable share transfer taxes payable on account of the transfer to such
person or entity prior to the delivery of the Merger Consideration and (b) you
complete Box F.
11. Lost, Stolen or Destroyed Certificates. You cannot submit an
effective Election Form without enclosing your EEX Share Certificates with this
Election Form, providing a Guarantee of Delivery followed within three NYSE
trading days thereafter by the EEX Share Certificates or, if you are financial
institution and a participant in DTC's system, delivering EEX Shares by
book-entry transfer through DTC. If your EEX Share Certificate(s) have been
lost, stolen or destroyed, you are urged to call Computershare Investor Services
LLC, EEX's transfer agent (the "Transfer Agent"), at (800) 287-8309. The
Transfer Agent will forward additional documentation that you must complete in
order to obtain a replacement share certificate. You may be required to post an
indemnity bond if so required by EEX or Newfield.
12. Miscellaneous. The Exchange Agent has the sole and absolute
discretion to determine whether an Election Form has been properly completed,
signed and submitted, revoked or changed and to disregard immaterial defects in
any Election Form. The decision of the Exchange Agent in such matters shall be
conclusive and binding. Newfield and the Exchange Agent are not under any duty
to give notification of defects in any Election Form.
13. Backup Federal Income Tax Withholding and Substitute Form W-9. Under
the "backup withholding" provisions of U.S. federal income tax law, any cash
payments made to an EEX Holder pursuant to the Merger may be subject to backup
withholding of 30%. To prevent backup withholding, each EEX Holder must complete
and sign the Substitute Form W-9 included at the end of this Election Form and
either (a) provide such EEX Holder's correct taxpayer identification number
("TIN") and certify, under penalties of perjury, that the TIN provided is
correct (or that such EEX Holder is awaiting a TIN), and that (i) such EEX
Holder has not been notified by the Internal Revenue Service (the "IRS") that
such EEX Holder has been subjected to backup withholding as a result of failure
to report all interest or dividends or (ii) the IRS has notified such EEX Holder
that such EEX Holder is no longer subject to backup withholding; or (b) provide
an adequate basis for exemption. If the bottom portion of the Substitute Form
W-9 is signed as indicating that such EEX Holder is awaiting a TIN, the Exchange
Agent will retain 30% of cash payments made to such EEX Holder during the 60-day
period after the date of the Substitute Form W-9. If such EEX Holder furnishes
the Exchange Agent with such EEX Holder's TIN within 60 days of the date of the
Substitute Form W-9, the Exchange Agent will remit the amount retained during
this 60-day period to such EEX Holder. If, however, such EEX Holder has not
provided the Exchange Agent with such EEX Holder's TIN within the 60-day period,
the Exchange Agent will remit the previously retained amount to the IRS as
backup withholding. In general, if such EEX Holder is an individual, the TIN is
such EEX Holder's social security number. If the EEX Share Certificates are
registered in more than one name or are not in the name of the actual owner,
consult the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for additional
12
guidance on which number to report. If the Exchange Agent is not provided with
the correct TIN or an adequate basis for exemption, an EEX Holder may be subject
to a $50 penalty imposed by the IRS and backup withholding at a rate of 30%.
Certain EEX Holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order to satisfy the Exchange Agent that a foreign individual
qualifies as an exempt recipient, such EEX Holder must submit a statement
(generally, IRS Form W-8), signed under penalties of perjury, attesting to that
individual's exempt status. A form for this statement can be obtained from the
Exchange Agent.
For further information concerning backup withholding and instructions for
completing the Substitute Form W 9 (including how to obtain a TIN if you do not
have one and how to complete the Substitute Form W-9 if stock is held in more
than one name), consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
Failure to complete the Substitute Form W-9 will not, by itself, cause your
EEX Shares to be deemed invalidly delivered, but may require the Exchange Agent
to withhold 30% of the amount of any cash payments made pursuant to the Merger.
Backup withholding is not an additional U.S. federal income tax. Rather, the
U.S. federal income tax liability of a person subject to backup withholding will
be reduced by the amount of tax withheld. If withholding results in an
overpayment of taxes, a refund may be obtained from the IRS.
14. Information and Additional Copies. Information and additional copies
of this Election Form may be obtained from the Information Agent by telephoning
toll-free at (888) 750-5835 or from the Exchange Agent by telephoning toll-free
at (800) 937-5449.
13