EXHIBIT 99.3
NOTICE TO INVESTORS
WESTPORT RESOURCES CORPORATION
OFFER TO EXCHANGE UP TO $125,000,000 OF ITS
8 1/4% SENIOR SUBORDINATED NOTES DUE 2011
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
FOR ANY AND ALL OF ITS OUTSTANDING
8 1/4% SENIOR SUBORDINATED NOTES DUE 2011
THAT WERE ISSUED ON APRIL 3, 2003 IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER THE SECURITIES ACT
THIS OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2003
UNLESS EXTENDED BY WESTPORT RESOURCES CORPORATION IN ITS SOLE
DISCRETION (THE "EXPIRATION DATE"). TENDERS OF NOTES MAY BE WITHDRAWN
AT ANY TIME PRIOR TO THE EXPIRATION DATE.
To our clients:
Enclosed for your consideration is a Prospectus, dated , 2003 (as
the same may be amended from time to time, the "Prospectus"), and a Letter of
Transmittal (the "Letter of Transmittal") relating to the offer by Westport
Resources Corporation (the "Company") to exchange (the "Exchange Offer") up to
$125,000,000 of its 8 1/4% Senior Subordinated Notes Due 2011, which have been
registered under the Securities Act of 1933, as amended (the "Exchange Notes")
for an equal principal amount of its 8 1/4% Senior Subordinated Notes Due 2011
issued in a private offering on April 3, 2003 (the "Old Notes") upon the terms
and conditions set forth in the Prospectus and in the related Letter of
Transmittal. As set forth in the Prospectus, the terms of the Exchange Notes are
identical in all material respects to those of the Old Notes except for transfer
restrictions, registration rights and rights to additional interest that do not
apply to the Exchange Notes and different administrative terms. The Exchange
Offer is subject to certain customary conditions. See "The Exchange
Offer -- Conditions of the Exchange Offer" in the Prospectus. The Old Notes may
be tendered only in integral multiples of $1,000.
The material is being forwarded to you as the beneficial owner of Old Notes
carried by us for your account or benefit but not registered in your name. An
exchange of any Old Notes may only be made by us as the registered holder and
pursuant to your instructions. Therefore, the Company urges beneficial owners of
Old Notes registered in the name of a broker, dealer, commercial bank, trust
company or other nominee to contact such holder promptly if they wish to
exchange the Old Notes in the Exchange Offer.
Accordingly, we request instructions as to whether you wish us to exchange
any or all such Old Notes held by us for your account or benefit, pursuant to
the terms and conditions set forth in the Prospectus and Letter of Transmittal.
We urge you to read carefully the Prospectus and Letter of Transmittal before
instructing us to exchange your Old Notes.
Your instructions to us should be forwarded as promptly as possible in
order to permit us to exchange Old Notes on your behalf in accordance with the
provisions of the Exchange Offer. THE EXCHANGE OFFER EXPIRES AT 5:00 P.M., NEW
YORK CITY TIME, ON , 2003, UNLESS EXTENDED. Tenders of Old Notes may
be withdrawn at any time prior to 5:00 p.m., New York City time, on the
Expiration Date.
Your attention is directed to the following:
1. The Exchange Offer is for the exchange of $1,000 principal amount of the
Exchange Notes for each $1,000 principal amount of Old Notes. The terms of the
Exchange Notes are identical in all material respects to the Old Notes except
that the Exchange Notes will not contain certain transfer restrictions relating
to the Old Notes and will not contain certain provisions relating to an increase
in the interest rate under certain circumstances relating to, among other
things, the timing of the Exchange Offer.
2. THE EXCHANGE OFFER IS SUBJECT TO CERTAIN CONDITIONS. SEE "THE EXCHANGE
OFFER -- CONDITIONS OF THE EXCHANGE OFFER" IN THE PROSPECTUS.
3. The Exchange Offer and withdrawal rights will expire at 5:00 p.m., New
York City time, on , 2003, unless extended.
4. The Company has agreed to pay the expenses of the Exchange Offer.
5. Any transfer taxes incident to the transfer of the Old Notes from the
tendering holder to the Company will be paid by the Company, except as provided
in the Prospectus and the Letter of Transmittal.
The Exchange Offer is not being made to, nor will exchanges be accepted
from or on behalf of, holders of Old Notes residing in any jurisdiction in which
the making of the Exchange Offer or acceptance thereof would not be in
compliance with the laws of such jurisdiction.
If you wish to exchange any or all of your Old Notes held by us for your
account or benefit, please so instruct us by completing, executing and returning
to us the instruction form that appears below. THE ACCOMPANYING LETTER OF
TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATIONAL PURPOSES ONLY AND MAY NOT BE
USED BY YOU TO EXCHANGE OLD NOTES HELD BY US AND REGISTERED IN OUR NAME FOR YOUR
ACCOUNT OR BENEFIT.
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INSTRUCTIONS
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Exchange Offer of Westport
Resources Corporation.
THIS WILL INSTRUCT YOU TO EXCHANGE THE AGGREGATE PRINCIPAL AMOUNT OF OLD
NOTES INDICATED BELOW (OR, IF NO AGGREGATE PRINCIPAL AMOUNT IS INDICATED BELOW,
ALL OLD NOTES) HELD BY YOU FOR THE ACCOUNT OR BENEFIT OF THE UNDERSIGNED,
PURSUANT TO THE TERMS OF AND CONDITIONS SET FORTH IN THE PROSPECTUS AND THE
LETTER OF TRANSMITTAL.
[ ]Please TENDER my Old Notes held by you for the account or benefit of the
undersigned. I have identified on a signed schedule attached hereto the
principal amount of Old Notes to be tendered if I wish to tender less than
all of my Old Notes.
[ ]Please DO NOT TENDER my Old Notes held by you for the account of the
undersigned.
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Signature(s)
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Please print name(s) here
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Please type or print address
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Area Code and Telephone Number
Date: ------------------------------------------------------------------- , 2003
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Taxpayer Identification or Social Security Number
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My Account Number with You
UNLESS OTHERWISE INDICATED, IT WILL BE ASSUMED THAT ALL OF YOUR OLD NOTES ARE TO
BE EXCHANGED.
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