EXHIBIT 99.2
ENCORE ACQUISITION COMPANY
LETTER TO CLIENTS
FOR TENDER OF ALL OUTSTANDING
6.25% SENIOR SUBORDINATED NOTES DUE 2014
IN EXCHANGE FOR REGISTERED
6.25% SENIOR SUBORDINATED NOTES DUE 2014
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ,
2004, UNLESS SOONER TERMINATED OR EXTENDED. OUTSTANDING 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EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY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.
To Our Clients:
We are enclosing with this letter a prospectus dated , 2004 of
Encore Acquisition Company and the related letter of transmittal. These two
documents together constitute Encore's offer to exchange its 6.25% Senior
Subordinated Notes due 2014, fully and unconditionally guaranteed by all of its
restricted subsidiaries (the "Exchange Notes"), the issuance of which has been
registered under the Securities Act of 1933, for a like principal amount of its
issued and outstanding unregistered 6.25% Senior Subordinated Notes due 2014
fully and unconditionally guaranteed by all of its restricted subsidiaries (the
"Outstanding Notes"). The exchange offer is not conditioned upon any minimum
aggregate principal amount of Outstanding Notes being tendered for exchange.
We are the holder of record of Outstanding Notes held by us for your own
account. A tender of your Outstanding Notes held by us can be made only by us as
the record holder according to your instructions. The letter of transmittal is
furnished to you for your information only and cannot be used by you to tender
Outstanding Notes held by us for your account.
We request instructions as to whether you wish to tender any or all of the
Outstanding Notes held by us for your account under the terms and conditions of
the exchange offer. We also request that you confirm that we may, on your
behalf, make the representations contained in the letter of transmittal.
Pursuant to the letter of transmittal, each holder of Outstanding Notes
will represent to Encore and the guarantors that:
- any Exchange Notes received are being acquired in the ordinary course of
business of the person receiving such Exchange Notes;
- such person does not have an arrangement or understanding with any person
to participate in the distribution of the Outstanding Notes or the
Exchange Notes within the meaning of the Securities Act;
- such person is not an "affiliate," as defined in Rule 405 under the
Securities Act, of Encore or any guarantor, or, if it is such an
affiliate, it will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable;
- if such person is not a broker-dealer, it is not engaged in, and does not
intend to engage in, a distribution of Exchange Notes;
- if such person is a broker-dealer, it will receive Exchange Notes in
exchange for Outstanding Notes that were acquired for its own account as
a result of market-making activities or other trading activities, and it
will deliver a prospectus in connection with any resale of such Exchange
Notes; however, by so acknowledging and by delivering a prospectus, it
will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act;
- if such person is a broker-dealer, it did not purchase the Outstanding
Notes to be exchanged for the Exchange Notes from Encore or any
guarantor; and
- such person is not acting on behalf of any person who could not
truthfully and completely make the foregoing representations.
Very truly yours,
PLEASE RETURN YOUR INSTRUCTIONS TO US IN THE ENCLOSED ENVELOPE WITHIN AMPLE
TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION DATE
OF THE EXCHANGE OFFER.
INSTRUCTION TO DTC PARTICIPANT
To Participant of The Depository Trust Company:
The undersigned hereby acknowledges receipt and review of the prospectus
dated , 2004 of Encore Acquisition Company and the related letter of
transmittal. These two documents together constitute Encore's offer to exchange
its 6.25% Senior Subordinated Notes due 2014, fully and unconditionally
guaranteed by all of its restricted subsidiaries (the "Exchange Notes"), the
issuance of which has been registered under the Securities Act of 1933, for a
like principal amount of its issued and outstanding unregistered 6.25% Senior
Subordinated Notes due 2014 fully and unconditionally guaranteed by all of its
restricted subsidiaries (the "Outstanding Notes").
This will instruct you, the registered holder and DTC participant, as to
the action to be taken by you relating to the exchange offer for the Outstanding
Notes held by you for the account of the undersigned.
The aggregate principal amount of the Outstanding Notes held by you for the
account of the undersigned is (fill in amount): $ .
With respect to the exchange offer, the undersigned hereby instructs you
(check appropriate box):
[ ] TO TENDER ALL OUTSTANDING NOTES HELD BY YOU FOR THE ACCOUNT OF THE
UNDERSIGNED.
[ ] TO TENDER THE FOLLOWING AMOUNT OF OUTSTANDING NOTES HELD BY YOU FOR
THE ACCOUNT OF THE UNDERSIGNED: $ .
[ ] NOT TO TENDER ANY OUTSTANDING NOTES HELD BY YOU FOR THE ACCOUNT OF THE
UNDERSIGNED.
IF NO BOX IS CHECKED, A SIGNED AND RETURNED INSTRUCTION TO DTC PARTICIPANT
WILL BE DEEMED TO INSTRUCT YOU TO TENDER ALL OUTSTANDING NOTES HELD BY YOU FOR
THE ACCOUNT OF THE UNDERSIGNED.
If the undersigned instructs you to tender the Outstanding Notes held by
you for the account of the undersigned, it is understood that you are authorized
to make, on behalf of the undersigned (and the undersigned, by its signature
below, hereby makes to you), the representations contained in the letter of
transmittal that are to be made with respect to the undersigned as a beneficial
owner, including, but not limited to, the representations that:
- any Exchange Notes received are being acquired in the ordinary course of
business of the undersigned;
- the undersigned does not have an arrangement or understanding with any
person to participate in the distribution of the Outstanding Notes or the
Exchange Notes within the meaning of the Securities Act;
- the undersigned is not an "affiliate," as defined in Rule 405 under the
Securities Act, of Encore or any guarantor, or, if it is such an
affiliate, it will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable;
- if the undersigned is not a broker-dealer, it is not engaged in, and does
not intend to engage in, a distribution of Exchange Notes;
- if the undersigned is a broker-dealer, it will receive Exchange Notes in
exchange for Outstanding Notes that were acquired for its own account as
a result of market-making activities or other trading activities, and it
will deliver a prospectus in connection with any resale of such Exchange
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;
- if the undersigned is a broker-dealer, it did not purchase the
Outstanding Notes to be exchanged for the Exchange Notes from Encore or
any guarantor; and
- the undersigned is not acting on behalf of any person who could not
truthfully and completely make the foregoing representations.
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SIGN HERE
Name of beneficial owner(s):
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Signature(s):
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Name(s) (please print):
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Address:
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Telephone Number:
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Taxpayer Identification or Social Security Number:
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Date:
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