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EXHIBIT 99.1
LEVIATHAN GAS PIPELINE PARTNERS, L.P.
LEVIATHAN FINANCE CORPORATION
LETTER OF TRANSMITTAL
FOR
TENDER OF ALL OUTSTANDING
10 3/8% SERIES A SENIOR SUBORDINATED NOTES DUE 2009
IN EXCHANGE FOR
10 3/8% SERIES B SENIOR SUBORDINATED NOTES DUE 2009
THAT HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON , 1999, UNLESS EXTENDED (THE "EXPIRATION DATE").
SERIES A NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY
TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
Deliver to the Exchange Agent:
CHASE BANK OF TEXAS, N.A.
By Registered or Certified Mail or
Overnight Courier: By Hand in Dallas:
Chase Bank of Texas, N.A. Chase Bank of Texas, N.A.
Corporate Trust Operations Corporate Trust Operations
P.O. Box 2320 1201 Main Street
Dallas, Texas 75221-2320 Dallas, Texas 75202
1-800-275-2048 1-800-275-2048
Attn: Frank Ivins Attn: Frank Ivins
By Facsimile Transmission:
(for Eligible Institutions Only)
(214) 672-5746
Confirm by Telephone:
(214) 672-5678
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DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS
LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL
IS COMPLETED.
The undersigned hereby acknowledges receipt and review of the prospectus
dated June 18, 1999 of Leviathan Gas Pipeline Partners, L.P., a Delaware limited
partnership, and Leviathan Finance Corporation, a
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Delaware corporation (together, "Leviathan"), and this Letter of Transmittal,
which together describe the offer of Leviathan (the "exchange offer") to
exchange Leviathan's 10 3/8% Series B Senior Subordinated Notes due 2009 (the
"Series B notes"), which have been registered under the Securities Act of 1933,
as amended (the "Securities Act"), pursuant to a registration statement of which
the prospectus is a part, for a like principal amount of Leviathan's issued and
outstanding 10 3/8% Series A Senior Subordinated Notes due 2009 (the "Series A
notes"). Certain terms used but not defined herein have the respective meanings
given to them in the prospectus.
Leviathan reserves the right, at any time or from time to time, to extend
the exchange offer at its discretion, in which event the term "expiration date"
shall mean the latest date to which the exchange offer is extended. Leviathan
shall give notice of any extension by giving oral, confirmed in writing, or
written notice to the exchange agent and by making a public announcement by
press release to the Dow Jones News Service prior to 9:00 a.m., New York City
time, on the first business day after the previously scheduled expiration date.
The term "business day" shall mean any day that is not a Saturday, Sunday or day
on which banks are authorized by law to close in the State of New York.
This Letter of Transmittal is to be used by a holder of Series A notes if
original Series A notes, if available, are to be forwarded herewith or an
agent's message is to be used if delivery of Series A notes is to be made by
book-entry transfer to the account maintained by the exchange agent at The
Depository Trust Company (the "book-entry transfer facility") pursuant to the
procedures set forth in the prospectus under the caption "The Exchange
Offer -- Procedures for Tendering Series A Notes." Holders of Series A notes
whose Series A notes are not immediately available, or who are unable to deliver
their Series A notes and all other documents required by this Letter of
Transmittal to the exchange agent on or prior to the expiration date, or who are
unable to complete the procedure for book-entry transfer on a timely basis, must
tender their Series A notes according to the guaranteed delivery procedures set
forth in the prospectus under the caption "The Exchange Offer -- Procedures for
Tendering Series A Notes -- Guaranteed Delivery." See Instruction 2. Delivery of
documents to the book-entry transfer facility does not constitute delivery to
the exchange agent.
The term "holder" with respect to the exchange offer means any person in
whose name Series A notes are registered on the books of Leviathan or any other
person who has obtained a properly completed bond power from the registered
holder. The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the exchange offer. Holders who wish to tender their Series A notes must
complete this Letter of Transmittal in its entirety.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY
BEFORE CHECKING ANY BOX BELOW.
THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED.
QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS
AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.
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List below the Series A notes to which this Letter of Transmittal relates.
If the space below is inadequate, list the registered numbers and principal
amounts on a separate signed schedule and affix the list to this Letter of
Transmittal.
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DESCRIPTION OF SERIES A NOTES TENDERED
- -----------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
EXACTLY AS NAME(S) APPEAR(S) ON SERIES A NOTES
(PLEASE FILL IN, IF BLANK) SERIES A NOTE(S) TENDERED
- -----------------------------------------------------------------------------------------------------------
AGGREGATE PRINCIPAL PRINCIPAL
REGISTERED AMOUNT REPRESENTED AMOUNT
NUMBER(S)* BY NOTE(S) TENDERED**
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* Need not be completed by book-entry holders.
** Unless otherwise indicated, any tendering holder of Series A notes will be deemed to have tendered the
entire aggregate principal amount represented by such Series A notes. All tenders must be in integral
multiples of $1,000.
- -----------------------------------------------------------------------------------------------------------
[ ] CHECK HERE IF TENDERED SERIES A NOTES ARE ENCLOSED HEREWITH.
[ ] CHECK HERE IF TENDERED SERIES A NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE
INSTITUTIONS ONLY):
Name of Tendering Institution:
- -------------------------------------------------------------------------------
Account Number:
- --------------------------------------------------------------------------------
Transaction Code Number:
- --------------------------------------------------------------------------------
[ ] CHECK HERE IF TENDERED SERIES A NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):
Name(s) of registered holder(s) of Series A notes:
- ----------------------------------------------------------
Date of execution of Notice of Guaranteed Delivery:
- ---------------------------------------------------------
Window ticket number (if available):
- -------------------------------------------------------------------------
Name of eligible institution that guaranteed delivery:
- ---------------------------------------------------------
Account number (if delivered by book-entry transfer):
- -------------------------------------------------------
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO:
Name:
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
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SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Subject to the terms and conditions of the exchange offer, the undersigned
hereby tenders to Leviathan for exchange the principal amount of Series A notes
indicated above. Subject to and effective upon the acceptance for exchange of
the principal amount of Series A notes tendered in accordance with this Letter
of Transmittal, the undersigned hereby exchanges, assigns and transfers to
Leviathan all right, title and interest in and to the Series A notes tendered
for exchange hereby. The undersigned hereby irrevocably constitutes and appoints
the exchange agent, the agent and attorney-in-fact of the undersigned (with full
knowledge that the exchange agent also acts as the agent of Leviathan in
connection with the exchange offer) with respect to the tendered Series A notes
with full power of substitution to:
- deliver such Series A notes, or transfer ownership of such Series A notes
on the account books maintained by the book-entry transfer facility, to
Leviathan and deliver all accompanying evidences of transfer and
authenticity, and
- present such Series A notes for transfer on the books of Leviathan and
receive all benefits and otherwise exercise all rights of beneficial
ownership of such Series A notes,
all in accordance with the terms of the exchange offer. The power of attorney
granted in this paragraph shall be deemed to be irrevocable and coupled with an
interest.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign and transfer the Series A
notes tendered hereby and to acquire the Series B notes issuable upon the
exchange of such tendered Series A notes, and that Leviathan will acquire good
and unencumbered title thereto, free and clear of all liens, restrictions,
charges and encumbrances and not subject to any adverse claim, when the same are
accepted for exchange by Leviathan.
The undersigned acknowledge(s) that this exchange offer is being made in
reliance upon interpretations contained in no-action letters issued to third
parties by the staff of the Securities and Exchange Commission (the "SEC"),
including Exxon Capital Holdings Corporation, SEC No-Action Letter (available
April 13, 1989), Morgan Stanley & Co. Inc., SEC No-Action Letter (available June
5, 1991) (the "Morgan Stanley Letter") and Mary Kay Cosmetics, Inc., SEC
No-Action Letter (available June 5, 1991), that the Series B notes issued in
exchange for the Series A notes pursuant to the exchange offer may be offered
for resale, resold and otherwise transferred by holders thereof (other than a
broker-dealer who purchased Series A notes exchanged for such Series B notes
directly from Leviathan to resell pursuant to Rule 144A or any other available
exemption under the Securities Act), without compliance with the registration
and prospectus delivery provisions of the Securities Act, provided that such
Series B notes are acquired in the ordinary course of such holders' business and
such holders are not participating in, and have no arrangement with any person
to participate in, the distribution of such Series B notes. The undersigned
specifically represent(s) to Leviathan that:
- any Series B notes acquired in exchange for Series A notes tendered
hereby are being acquired in the ordinary course of business of the
person receiving such Series B notes, whether or not the undersigned;
- the undersigned is not participating in, and has no arrangement with any
person to participate in, the distribution of Series B notes;
- neither the undersigned nor any such other person is an "affiliate" (as
defined in Rule 405 under the Securities Act) of Leviathan or a
broker-dealer tendering Series A notes acquired directly from Leviathan.
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 Series
B notes. If the undersigned is a broker-dealer that will receive Series B notes
for its own account in exchange for Series A notes that were acquired as a
result of market-
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making activities or other trading activities, it acknowledges that it will
deliver a prospectus in connection with any resale of such Series B 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. The undersigned acknowledges that if the undersigned is
participating in the exchange offer for the purpose of distributing the Series B
notes:
- the undersigned cannot rely on the position of the staff of the SEC in
the Morgan Stanley Letter and similar SEC no-action letters, and, in the
absence of an exemption therefrom, must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with
a secondary resale transaction of the Series B notes, in which case the
registration statement must contain the selling security holder
information required by Item 507 or Item 508, as applicable, of
Regulation S-K of the SEC; and
- a broker-dealer that delivers such a prospectus to purchasers in
connection with such resales will be subject to certain of the civil
liability provisions under the Securities Act and will be bound by the
provisions of the registration agreement (including certain
indemnification rights and obligations).
The undersigned will, upon request, execute and deliver any additional
documents deemed by the exchange agent or Leviathan to be necessary or desirable
to complete the exchange, assignment and transfer of the Series A notes tendered
hereby, including the transfer of such Series A notes on the account books
maintained by the book-entry transfer facility.
For purposes of the exchange offer, Leviathan shall be deemed to have
accepted for exchange validly tendered Series A notes when, as and if Leviathan
gives oral or written notice thereof to the exchange agent. Any tendered Series
A notes that are not accepted for exchange pursuant to the exchange offer for
any reason will be returned, without expense, to the undersigned at the address
shown below or at a different address as may be indicated herein under "Special
Delivery Instructions" as promptly as practicable after the expiration date.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned, and every obligation of the undersigned under this Letter of
Transmittal shall be binding upon the undersigned's heirs, personal
representatives, successors and assigns.
The undersigned acknowledges that the acceptance of properly tendered
Series A notes by Leviathan pursuant to the procedures described under the
caption "The Exchange Offer -- Procedures for Tendering Series A Notes" in the
prospectus and in the instructions hereto will constitute a binding agreement
between the undersigned and Leviathan upon the terms and subject to the
conditions of the exchange offer.
Unless otherwise indicated under "Special Issuance Instructions," please
issue the Series B notes issued in exchange for the Series A notes accepted for
exchange and return any Series A notes not tendered or not exchanged, in the
name(s) of the undersigned. Similarly, unless otherwise indicated under "Special
Delivery Instructions," please mail or deliver the Series B notes issued in
exchange for the Series A notes accepted for exchange and any Series A notes not
tendered or not exchanged (and accompanying documents, as appropriate) to the
undersigned at the address shown below the undersigned's signature(s). In the
event that both "Special Issuance Instructions" and "Special Delivery
Instructions" are completed, please issue the Series B notes issued in exchange
for the Series A notes accepted for exchange in the name(s) of, and return any
Series A notes not tendered or not exchanged to, the person(s) so indicated. The
undersigned recognizes that Leviathan has no obligation pursuant to the "Special
Issuance Instructions" and "Special Delivery Instructions" to transfer any
Series A notes from the name of the registered holder(s) thereof if Leviathan
does not accept for exchange any of the Series A notes so tendered for exchange.
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 5 AND 6)
To be completed ONLY (i) if Series A notes in a principal amount not
tendered, or Series B notes issued in exchange for Series A notes accepted for
exchange, are to be issued in the name of someone other than the undersigned, or
(ii) if Series A notes tendered by book-entry transfer that are not exchanged
are to be returned by credit to an account maintained at the book-entry transfer
facility other than the account indicated above.
Issue Series B notes and/or old notes to:
Name: --------------------------------------------------------------------------
(Please Print or Type
- --------------------------------------------------------------------------------
Address: -----------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Include Zip Code)
- --------------------------------------------------------------------------------
(Tax Identification or Social Security Number)
[ ] Credit unexchanged Series A notes delivered by book-entry transfer to the
book-entry transfer facility set forth below:
Book-entry transfer facility account number:
(Complete Substitute Form W-9)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5 AND 6)
To be completed ONLY if Series A notes in a principal amount not tendered,
or Series B notes issued in exchange for Series A notes accepted for exchange,
are to be mailed or delivered to someone other than the undersigned, or to the
undersigned at an address other than that shown below the undersigned's
signature.
Mail or deliver Series B notes and/or Series A notes to:
Name: --------------------------------------------------------------------------
(Please Print or Type)
- --------------------------------------------------------------------------------
Address: -----------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Include Zip Code)
- --------------------------------------------------------------------------------
(Tax Identification or Social Security Number)
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IMPORTANT
PLEASE SIGN HERE WHETHER OR NOT SERIES A NOTES
ARE BEING PHYSICALLY TENDERED HEREBY
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 ON REVERSE SIDE)
X
- --------------------------------------------------------------------------------
X
- --------------------------------------------------------------------------------
(Signature(s) of Registered Holder(s) of Series A Notes)
Dated: -------------------------------------------------------------------, 1999
(The above lines must be signed by the registered holder(s) of Series A notes as
name(s) appear(s) on the Series A notes or on a security position listing, or by
person(s) authorized to become registered holder(s) by a properly completed bond
power from the registered holder(s), a copy of which must be transmitted with
this Letter of Transmittal. If Series A notes to which this Letter of
Transmittal relate are held of record by two or more joint holders, then all
such holders must sign this Letter of Transmittal. If signature is by a trustee,
executor, administrator, guardian, attorney-in-fact, officer of a corporation or
other person acting in a fiduciary or representative capacity, then such person
must set forth his or her full title below and, unless waived by Leviathan,
submit evidence satisfactory to Leviathan of such person's authority so to act.
See Instruction 5 regarding the completion of this Letter of Transmittal,
printed below.)
Name(s): -----------------------------------------------------------------------
(Please Type or Print)
Capacity: ----------------------------------------------------------------------
Address: -----------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Include Zip Code)
Area Code and Telephone Number: ------------------------------------------------
SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 5)
Certain signatures must be guaranteed by an eligible institution.
Signature(s) guaranteed by an eligible institution: ----------------------------
(Authorized Signature)
- --------------------------------------------------------------------------------
(Title)
- --------------------------------------------------------------------------------
(Name of Firm)
- --------------------------------------------------------------------------------
(Address, Include Zip Code)
- --------------------------------------------------------------------------------
(Area Code and Telephone Number)
Dated: -------------------------------------------------------------------, 1999
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. Delivery of this Letter of Transmittal and Series A Notes or Book-Entry
Confirmations. All physically delivered Series A notes or any confirmation of a
book-entry transfer to the exchange agent's account at the book-entry transfer
facility of Series A notes tendered by book-entry transfer (a "book-entry
confirmation"), as well as a properly completed and duly executed copy of this
Letter of Transmittal (or facsimile hereof) or agent's message, and any other
documents required by this Letter of Transmittal, must be received by the
exchange agent at its address set forth herein prior to 5:00 p.m., New York City
time, on the expiration date. The method of delivery of the tendered Series A
notes, this Letter of Transmittal and all other required documents to the
exchange agent is at the election and risk of the holder and, except as
otherwise provided below, the delivery will be deemed made only when actually
received or confirmed by the exchange agent. Instead of delivery by mail, it is
recommended that the holder use an overnight or hand delivery service. In all
cases, sufficient time should be allowed to assure delivery to the exchange
agent before the expiration date. No Letter of Transmittal or Series A notes
should be sent to Leviathan.
2. Guaranteed Delivery Procedures. Holders who wish to tender their Series
A notes and whose Series A notes are not immediately available or who cannot
deliver their Series A notes, this Letter of Transmittal or any other documents
required hereby to the exchange agent prior to the expiration date or who cannot
complete the procedure for book-entry transfer on a timely basis and deliver an
agent's message, must tender their Series A notes according to the guaranteed
delivery procedures set forth in the prospectus. Pursuant to such procedures:
- such tender must be made by or through a firm that is a member of a
registered national securities exchange or of the National Association of
Securities Dealers Inc., a commercial bank or a trust company having an
office or correspondent in the United States or an "eligible guarantor
institution" within the meaning of Rule 17Ad-15 under the Exchange Act
(an "eligible institution");
- prior to the expiration date, the exchange agent must have received from
the eligible institution a properly completed and duly executed Notice of
Guaranteed Delivery (by facsimile transmission, mail or hand delivery)
setting forth the name and address of the holder of the Series A notes,
the registration number(s) of such Series A notes and the total principal
amount of Series A notes tendered, stating that the tender is being made
thereby and guaranteeing that, within five business days after the
expiration date, this Letter of Transmittal (or facsimile hereof)
together with the Series A notes in proper form for transfer (or a
book-entry confirmation) and any other documents required hereby, must be
deposited by the eligible institution with the exchange agent within five
business days after the expiration date; and
- the certificates for all physically tendered shares of Series A notes, in
proper form for transfer (or book-entry confirmation, as the case may be)
and all other documents required hereby are received by the exchange
agent within five business days after the expiration date.
Any holder of Series A notes who wishes to tender Series A notes pursuant
to the guaranteed delivery procedures described above must ensure that the
exchange agent receives the Notice of Guaranteed Delivery prior to 5:00 p.m.,
New York City time, on the expiration date. Upon request of the exchange agent,
a Notice of Guaranteed Delivery will be sent to holders who wish to tender their
Series A notes according to the guaranteed delivery procedures set forth above.
See "The Exchange Offer -- Procedures for Tendering Series A
Notes -- Guaranteed Delivery" section of the prospectus.
3. Tender by Holder. Only a holder of Series A notes may tender such Series
A notes in the exchange offer. Any beneficial holder of Series A notes who is
not the registered holder and who wishes to tender should arrange with the
registered holder to execute and deliver this Letter of Transmittal on his
behalf or must, prior to completing and executing this Letter of Transmittal and
delivering his Series A notes, either make
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appropriate arrangements to register ownership of the Series A notes in such
holder's name or obtain a properly completed bond power from the registered
holder.
4. Partial Tenders. Tenders of Series A notes will be accepted only in
integral multiples of $1,000. If less than the entire principal amount of any
Series A notes is tendered, the tendering holder should fill in the principal
amount tendered in the third column of the box entitled "Description of Series A
Notes Tendered" above. The entire principal amount of Series A notes delivered
to the exchange agent will be deemed to have been tendered unless otherwise
indicated. If the entire principal amount of all Series A notes is not tendered,
then Series A notes for the principal amount of Series A notes not tendered and
Series B notes issued in exchange for any Series A notes accepted will be sent
to the holder at his or her registered address, unless a different address is
provided in the appropriate box on this Letter of Transmittal, promptly after
the Series A notes are accepted for exchange.
5. Signatures on this Letter of Transmittal; Bond Powers and Endorsements;
Guarantee of Signatures. If this Letter of Transmittal (or facsimile hereof) is
signed by the record holder(s) of the Series A notes tendered hereby, the
signature must correspond with the name(s) as written on the face of the Series
A notes without alteration, enlargement or any change whatsoever. If this Letter
of Transmittal (or facsimile hereof) is signed by a participant in the
book-entry transfer facility, the signature must correspond with the name as it
appears on the security position listing as the holder of the Series A notes.
If this Letter of Transmittal (or facsimile hereof) is signed by the
registered holder or holders of Series A notes listed and tendered hereby and
the Series B notes issued in exchange therefor are to be issued (or any
untendered principal amount of Series A notes is to be reissued) to the
registered holder, the said holder need not and should not endorse any tendered
Series A notes, nor provide a separate bond power. In any other case, such
holder must either properly endorse the Series A notes tendered or transmit a
properly completed separate bond power with this Letter of Transmittal, with the
signatures on the endorsement or bond power guaranteed by an eligible
institution.
If this Letter of Transmittal (or facsimile hereof) is signed by a person
other than the registered holder or holders of any Series A notes listed, such
Series A notes must be endorsed or accompanied by appropriate bond powers, in
each case signed as the name of the registered holder or holders appears on the
Series A notes.
If this Letter of Transmittal (or facsimile hereof) or any Series A notes
or bond powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and,
unless waived by Leviathan, evidence satisfactory to Leviathan of their
authority to act must be submitted with this Letter of Transmittal.
Endorsements on Series A notes or signatures on bond powers required by
this Instruction 5 must be guaranteed by an eligible institution.
No signature guarantee is required if:
- this Letter of Transmittal (or facsimile hereof) is signed by the
registered holder(s) of the Series A notes tendered herein (or by a
participant in the book-entry transfer facility whose name appears on a
security position listing as the owner of the tendered Series A notes)
and the Series B notes are to be issued directly to such registered
holder(s) (or, if signed by a participant in the book-entry transfer
facility, deposited to such participant's account at such book-entry
transfer facility) and neither the box entitled "Special Delivery
Instructions" nor the box entitled "Special Issuance Instructions" has
been completed; or
- such Series A notes are tendered for the account of an eligible
institution.
In all other cases, all signatures on this Letter of Transmittal (or facsimile
hereof) must be guaranteed by an eligible institution.
6. Special Issuance and Delivery Instructions. Tendering holders should
indicate, in the applicable box or boxes, the name and address (or account at
the book-entry transfer facility) to which Series B notes or
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substitute Series A notes for principal amounts not tendered or not accepted for
exchange are to be issued or sent, if different from the name and address of the
person signing this Letter of Transmittal. In the case of issuance in a
different name, the taxpayer identification or social security number of the
person named must also be indicated.
7. Transfer Taxes. Leviathan will pay all transfer taxes, if any,
applicable to the exchange of Series A notes pursuant to the exchange offer. If,
however, Series B notes or Series A notes for principal amounts not tendered or
accepted for exchange are to be delivered to, or are to be registered or issued
in the name of, any person other than the registered holder of the Series A
notes tendered hereby, or if tendered Series A notes are registered in the name
of any person other than the person signing this Letter of Transmittal, or if a
transfer tax is imposed for any reason other than the exchange of Series A notes
pursuant to the exchange offer, then the amount of any such transfer taxes
(whether imposed on the registered holder or any other persons) will be payable
by the tendering holder. If satisfactory evidence of payment of such taxes or
exemption therefrom is not submitted with this Letter of Transmittal, the amount
of such transfer taxes will be billed directly to such tendering holder.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 7, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE SERIES A NOTES LISTED IN THIS LETTER OF
TRANSMITTAL.
8. Tax Identification Number. Federal income tax law requires that a holder
of any Series A notes that are accepted for exchange must provide Leviathan (as
payor) with its correct taxpayer identification number ("TIN"), which, in the
case of a holder who is an individual is his or her social security number. If
Leviathan is not provided with the correct TIN, the holder may be subject to a
$50 penalty imposed by the Internal Revenue Service. (If withholding results in
an over-payment of taxes, a refund may be obtained). Certain holders (including,
among others, all corporations and certain foreign individuals) are not subject
to these backup withholding and reporting requirements. See the enclosed
"Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9" for additional instructions.
To prevent backup withholding, each tendering holder must provide such
holder's correct TIN by completing the Substitute Form W-9 set forth herein,
certifying that the TIN provided is correct (or that such holder is awaiting a
TIN), and that:
- the holder has not been notified by the Internal Revenue Service that
such holder is subject to backup withholding as a result of failure to
report all interest or dividends; or
- the Internal Revenue Service has notified the holder that such holder is
no longer subject to backup withholding.
If the Series A notes are registered in more than one name or are not in the
name of the actual owner, see the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for information on which
TIN to report.
Leviathan reserves the right in its sole discretion to take whatever steps
are necessary to comply with Leviathan's obligations regarding backup
withholding.
9. Validity of Tenders. All questions as to the validity, form, eligibility
(including time of receipt), acceptance and withdrawal of tendered Series A
notes will be determined by Leviathan in its sole discretion, which
determination will be final and binding. Leviathan reserves the absolute right
to reject any and all Series A notes not properly tendered or any Series A notes
the acceptance of which would, in the opinion of Leviathan or its counsel, be
unlawful. Leviathan also reserves the absolute right to waive any conditions of
the exchange offer or defects or irregularities in tenders as to particular
Series A notes. The interpretation of the terms and conditions by Leviathan of
the exchange offer (which includes this Letter of Transmittal and the
instructions hereto) shall be final and binding on all parties. Unless waived,
any defects or irregularities in connection with tenders of Series A notes must
be cured within such time as Leviathan shall determine. Neither Leviathan, the
exchange agent nor any other person shall be under any duty to give notification
of defects or irregularities with regard to tenders of Series A notes nor shall
any of them incur any liability for failure to give such notification.
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10. Waiver of Conditions. Leviathan reserves the absolute right to waive,
in whole or part, any of the conditions to the exchange offer set forth in the
prospectus.
11. No Conditional Tender. No alternative, conditional, irregular or
contingent tender of Series A notes or transmittal of this Letter of Transmittal
will be accepted.
12. Mutilated, Lost, Stolen or Destroyed Series A Notes. Any holder whose
Series A notes have been mutilated, lost, stolen or destroyed should contact the
exchange agent at the address indicated above for further instructions.
13. Requests for Assistance or Additional Copies. Requests for assistance
or for additional copies of the prospectus or this Letter of Transmittal may be
directed to the exchange agent at the address or telephone number set forth on
the cover page of this Letter of Transmittal. Holders may also contact their
broker, dealer, commercial bank, trust company or other nominee for assistance
concerning the exchange offer.
14. Withdrawal. Tenders may be withdrawn only pursuant to the withdrawal
rights set forth in the prospectus under the caption "The Exchange
Offer -- Withdrawal of Tenders."
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE HEREOF
(TOGETHER WITH THE SERIES A NOTES DELIVERED BY BOOK-ENTRY TRANSFER OR IN
ORIGINAL HARD COPY FORM) MUST BE RECEIVED BY THE EXCHANGE AGENT, OR THE NOTICE
OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT, PRIOR TO THE
EXPIRATION DATE.
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SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT Social Security Number(s)
FORM W-9 THE RIGHT AND CERTIFY BY SIGNING AND DATING
BELOW OR
------------------------------
Employer Identification Number
PART 2 -- Certification -- Under penalties of PART 3 --
Department of the Treasury perjury, I certify that:
Internal Revenue Service Awaiting TIN [ ]
(1) The number shown on this form is my correct
PAYER'S REQUEST FOR Taxpayer Identification Number (or I am Please complete the Certificate of
TAXPAYER IDENTIFICATION waiting for a number to be issued to me) Awaiting Taxpayer Identification
NUMBER (TIN) and Number below.
(2) I am not subject to backup withholding
either because I have not been notified by
Internal Revenue Service ("IRS") that I am
subject to backup withholding as a result
of failure to report all interest or
dividends or the IRS has notified me that I
am no longer subject to backup withholding.
CERTIFICATION INSTRUCTIONS -- You must cross out item (2) in Part 2 above if you have
been notified by the IRS that you are subject to backup withholding because of
underreporting interest or dividends on your tax returns. However, if after being
notified by the IRS that you were subject to backup withholding you received another
notification from the IRS stating that you are no longer subject to backup
withholding, do not cross out item (2).
SIGNATURE ------------------------------------ DATE------------------------- , 1999
NAME (Please Print)----------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE
REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number to the payor within 60
days, 31% of all reportable payments made to me thereafter will be withheld
until I provide a number.
- ----------------------------------------------------- --------------------------------------- , 1999
Signature Date
- -----------------------------------------------------
Name (Please Print)
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CERTIFICATE FOR FOREIGN RECORD HOLDERS
Under penalties of perjury, I certify that I am not a United States citizen
or resident (or I am signing for a foreign corporation, partnership, estate or
trust).
- ----------------------------------------------------- --------------------------------------- , 1999
Signature Date
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