1
EXHIBIT 99.1
LETTER OF TRANSMITTAL
FOR
10 3/4% SENIOR SUBORDINATED NOTES DUE 2004
OF
RUTHERFORD-MORAN OIL CORPORATION
PURSUANT TO THE EXCHANGE OFFER IN RESPECT OF
ALL OF THEIR OUTSTANDING 10 3/4% SENIOR SUBORDINATED NOTES DUE 2004
FOR
10 3/4% SENIOR SUBORDINATED NOTES DUE 2004,
PURSUANT TO THE PROSPECTUS DATED, DECEMBER _, 1997
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JANUARY _,
1998, OR SUCH LATER DATE AND TIME TO WHICH THE EXCHANGE OFFER MAY BE EXTENDED
(THE "EXPIRATION DATE"). TENDERS OF OLD NOTES MAY BE WITHDRAWN PRIOR TO THE
EXPIRATION DATE.
To: Bank of Montreal Trust Company, Exchange Agent
By Registered or Certified Mail, By Facsimile
Hand or Overnight Courier Bank of Montreal Trust Company
Bank of Montreal Trust Company Attention: Corporate Trust
Department
88 Pine Street, 19th Floor (212) 701-7698
New York, NY 10005
Attention: Corporate Trust Department Confirm by Telephone:
(212) 701-7650
Delivery of this Letter of Transmittal to an address, or transmission via
telegram, telex or facsimile, other than as set forth above will not constitute
a valid delivery. The instructions in this Letter of Transmittal should be read
carefully before this Letter of Transmittal is completed.
HOLDERS THAT WISH TO BE ELIGIBLE TO RECEIVE NEW NOTES FOR THEIR OLD NOTES
PURSUANT TO THE EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW) THEIR OLD
NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
By execution of this Letter of Transmittal, the undersigned acknowledges
receipt of the Prospectus (the "Prospectus"), dated December _, 1997, of
Rutherford-Moran Oil Corporation (the "Issuer"), which, together with this
Letter of Transmittal and the Instructions to this Letter of Transmittal (the
"Letter of Transmittal"), constitute the Issuer's offer (the "Exchange Offer")
to exchange its 10 3/4% Senior Subordinated Notes due 2004 (the "New Notes")
that have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to a Registration Statement of which the Prospectus
constitutes a part, for an equal principal amount
1
2
of its outstanding 10 3/4% Senior Subordinated Notes due 2004 (the "Old Notes")
tendered under this Letter of Transmittal, upon the terms and subject to the
conditions set forth in the Prospectus.
The Company has not entered into any arrangement or understanding with any
person to distribute the New Notes to be received in the Exchange Offer, and to
the best of the Company's information and belief, each person participating in
the Exchange Offer is acquiring the New Notes in its ordinary course of
business, and has no arrangement or understanding with any person to participate
in the distribution of the New Notes to be received in the Exchange Offer.
This Letter of Transmittal is to be used by Holders if (i) certificates
representing Old Notes are to be physically delivered to the Exchange Agent with
this Letter of Transmittal by Holders; (ii) tender of Old Notes is to be made by
book-entry transfer to the Exchange Agent's account at The Depository Trust
Company ("DTC") pursuant to the procedures set forth in the Prospectus under
"The Exchange Offer--Procedures for Tendering" by any financial institution that
is a participant in DTC and whose name appears on a security position listing as
the owner of Old Notes (such participants, acting on behalf of Holders (as
defined below), are referred to in this Letter of Transmittal, together with
such Holders, as "Acting Holders"); or (iii) tender of Old Notes is to be made
according to the guaranteed delivery procedures set forth in the Prospectus
under "The Exchange Offer--Guaranteed Delivery Procedures," Delivery of
documents to DTC does not constitute delivery to the Exchange Agent.
The term "Holder" with respect to the Exchange Offer means any person (i)
in whose name Old Notes are registered on the books of the Issuer or any other
person that has obtained a properly completed bond power from the registered
Holder or (ii) whose Old Notes are held of record by DTC and who desires to
deliver such Old Notes by book entry transfer at DTC.
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 that wish to tender their Old Notes must complete
this Letter of Transmittal in its entirety.
All capitalized terms used in this Letter of Transmittal and not defined in
this Letter of Transmittal have the meaning ascribed to them in the Prospectus.
The instructions included with this Letter of Transmittal must be followed.
Questions and requests for assistance or for additional copies of the
Prospectus, this Letter of Transmittal and the Notice of Guaranteed Delivery may
be directed to the Exchange Agent. See Instruction 8 herein.
HOLDERS THAT WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR OLD NOTES
MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY.
2
3
List below the Old Notes to which this Letter of Transmittal relates. If
the space provided below is inadequate, list the certificate numbers and
principal amounts on a separately executed schedule and affix the schedule to
this Letter of Transmittal.
DESCRIPTION OF OLD NOTES
Name(s) and Address(es) of Holder(s) Certificate Aggregate
(Please fill in, if blank) Number(s)* (Attach Principal
signed list if Amount Tendered
necessary) (if less than all)**
TOTAL PRINCIPAL AMOUNT OF OLD NOTES TENDERED
* Need not be completed by Holders tendering by book-entry transfer.
** Need not be completed by Holders that wish to tender with respect to all
Old Notes listed. See Instruction 2.
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY DTC TO THE
EXCHANGE AGENT'S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
------------------------------------------
DTC Book-Entry Account No.:
---------------------------------------------
Transaction Code No.:
---------------------------------------------------
If Holders desire to tender Old Notes pursuant to the Exchange Offer and
(i) certificates representing such Old Notes are not lost but are not
immediately available; (ii) time will not permit this Letter of Transmittal,
certificates representing such Old Notes, or other required documents to reach
the Exchange Agent prior to the Expiration Date; or (iii) the procedures for
book-entry transfer cannot be completed prior to the Expiration Date, such
Holders may effect a tender of such Old Notes in accordance with the guaranteed
delivery procedures set forth in the Prospectus under "The Exchange
Offer--Guaranteed Delivery Procedures."
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT
AND COMPLETE THE FOLLOWING:
3
4
Name(s) of Holder(s) of Old Notes:
--------------------------------------
Window Ticket No. (if any):
---------------------------------------------
Date of Execution of Notice of Guaranteed Delivery:
---------------------
Name of Eligible Institution that Guaranteed Delivery:
------------------
DTC Book-Entry Account No.:
---------------------------------------------
If Delivered by Book-Entry Transfer, Name of Tendering Institution:
-----
------------------------------------------------------------------------
------------------------------------------------------------------------
Transaction Code No.:
---------------------------------------------------
[ ] 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:
----------------------------------------------------------------
----------------------------------------------------------------
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Subject to the terms of the Exchange Offer, the undersigned hereby
tenders to the Issuer the principal amount of Old Notes indicated above.
Subject to and effective upon the acceptance for exchange of the principal
amount of Old Notes tendered in accordance with this Letter of Transmittal, the
undersigned sells, assigns, and transfers to, or upon the order of, the Issuer
all right, title, and interest in and to the Old Notes tendered by this Letter
of Transmittal. The undersigned hereby irrevocably constitutes and appoints the
Exchange Agent and its agent and attorney-in-fact (with full knowledge that the
Exchange Agent also acts as the agent of the Issuer and as Trustee under the
Indenture for the Old Notes and the New Notes) with respect to the tendered Old
Notes with full power of substitution to (i) deliver certificates for such Old
Notes to the Issuer, or transfer ownership of such Old Notes on the account
books maintained by DTC, together, in either such case, with all accompanying
evidences of transfer and authenticity to, or upon the order of, the Issuer and
(ii) present such Old Notes for transfer on the books of the Issuer and receive
all benefits and otherwise exercise all rights of beneficial ownership of such
Old Notes, all in accordance with the terms of the Exchange Offer. The power of
attorney granted in this paragraph is and will be deemed irrevocable and
coupled with an interest.
4
5
The undersigned hereby represents and warrants that he or she has full
power and authority to tender, sell, assign, and transfer the Old Notes tendered
by this Letter of Transmittal and that the Issuer 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 acquired
by the Issuer. The undersigned also acknowledges that this Exchange Offer is
being made in reliance upon an interpretation by the staff of the Securities and
Exchange Commission that the New Notes issued in exchange for the Old Notes
pursuant to the Exchange Offer may be offered for resale, resold, and otherwise
transferred by the holders thereof (other than any such holder that is an
"affiliate" of the Issuer within the meaning of Rule 405 under the Securities
Act) without compliance with the registration and prospectus delivery provisions
of the Securities Act, provided that such New Notes are acquired in the ordinary
course of such holders' business, such holders have no arrangement with any
person to participate in the distribution of such New Notes, and neither the
holder nor any other person in engaging in or intends to engage in a
distribution of the New Notes. The undersigned acknowledges that if he or she is
participating in the Exchange Offer for the purpose of distributing the New
Notes, the undersigned must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with a secondary resale
transaction. If the undersigned is not a broker-dealer, the undersigned
represents that it is not engaged in, and does not intend to engage in, a
distribution of the New Notes. If the undersigned is a broker-dealer that will
receive New Notes for its own account in exchange for Old Notes and the
undersigned represents that such Old Notes were acquired as a result of
market-making activities or other trading activities and acknowledges that it
will deliver a prospectus in connection with any resale of such New Notes, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
The undersigned represents that (i) the New Notes required pursuant to the
Exchange Offer are being obtained in the ordinary course of such Holder's
business; (ii) such Holder has no arrangements with any person to participate in
the distribution of such New Notes; and (iii) such Holder is not an "affiliate,"
as defined under rule 405 of the Securities Act, of the Issuer or, if such
Holder is an affiliate, that such Holder will comply with the registration and
prospectus delivery requirements of the Securities Act to the extent applicable.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or the Issuer to be necessary or
desirable to complete the assignment and transfer of the Old Notes tendered by
this Letter of Transmittal.
For purposes of the Exchange Offer, the Issuer will be deemed to have
accepted validly tendered Old Notes when, as, and if the Issuer has given oral
or written notice of such acceptance to the Exchange Agent. If any tendered Old
Notes are not accepted for exchange pursuant to the Exchange Offer for any
reason, certificates for any such unaccepted Old Notes will be terminated
(except as noted below with respect to tenders through DTC), without expense, to
the undersigned at the address shown below or at a different address shown below
or at a different address as may be indicated under "Special Issuance
Instructions" as soon as practicable following the Expiration Date.
5
6
All authority conferred or agreed to be conferred by this Letter of
Transmittal will survive the death, incapacity, or dissolution of the
undersigned and every obligation under this Letter of Transmittal will be
binding upon the undersigned's heirs, personal representatives, successors, and
assigns.
The undersigned understands that tenders of Old Notes pursuant to the
procedures described under this caption "The Exchange Offer--Procedures for
Tendering" in the Prospectus and in the instructions to this Letter of
Transmittal will constitute a binding agreement between the undersigned and the
Issuer upon the terms and subject to the conditions of the Exchange Offer.
Unless otherwise indicated under "Special Issuance Instructions," please
issue the certificates representing the New Notes issued in exchange for the Old
Notes accepted for exchange and return any Old Notes not tendered or not
exchanged, in the name(s) of the undersigned (or in such event in the case of
Old Notes tendered by DTC, by credit to the account at DTC). Similarly, unless
otherwise indicated under "Special Delivery Instructions," please send the
certificates representing the New Notes issued in exchange for the Old Notes
accepted for exchange and any certificates for Old Notes not tendered or not
exchanged (and accompanying documents, as appropriate) to the undersigned at the
address shown below the undersigned's signatures, unless, in either event,
tender is being made through DTC. In the event that both "Special Issuance
Instructions" and "Special Delivery Instructions" are completed, please issue
the certificates representing the New Notes issued in exchange for the Old Notes
accepted for exchange and return any Old Notes not tendered or not exchanged in
the name(s) of, and send said certificates to, the person(s) so indicated. The
undersigned recognizes that the Issuer has no obligation pursuant to the
"Special Issuance Instructions" and "Special Delivery Instructions" to transfer
any Old Notes from the name of the registered holder(s) thereof if the Issuer
does not accept for exchange any of the Old Notes so tendered.
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS OF OLD NOTES REGARDLESS
OF WHETHER OLD NOTES ARE BEING PHYSICALLY DELIVERED WITH THIS
LETTER OF TRANSMITTAL)
This Letter of Transmittal must be signed by the Holder(s) of Old Notes
exactly as their name(s) appear(s) on certificate(s) for Old Notes or, if
tendered by a participant in DTC, exactly as such participant's name appears on
a security position listing as the owner of Old Notes, or by person(s)
authorized to become registered Holder(s) by endorsements and documents
transmitted with this Letter of Transmittal. If signature is by a trustee,
executor, administrator, guardian, attorney-in-fact, officer, or other person
acting in a fiduciary or representative capacity, such person must set forth his
or her full title below under "Capacity" and submit evidence satisfactory to the
Issuer of such person's authority to so act. See Instruction 3.
6
7
If the signature appearing below is not of the registered Holder(s) of the
Old Notes, then the registered Holder(s) must sign a valid proxy.
x Date:
- ------------------------------------- -----------------------------------
x Date:
- ------------------------------------- -----------------------------------
Signature(s) of
Holder(s) or
Authorized Signatory
Name(s): Address
- ------------------------------------- -----------------------------------
- ------------------------------------- -----------------------------------
(Please Print) (Including Zip Code)
Capacity Area Code and Telephone No.:
- ------------------------------------- -----------------------------------
Social Security No.:
- -------------------------------------
SIGNATURE GUARANTEE (See Instruction 3)
Certain Signatures Must Be Guaranteed by an Eligible Institution
--------------------------------------------------------------------
(Name of Eligible Institution Guaranteeing Signatures)
--------------------------------------------------------------------
(Address (Including zip code) and Telephone Number
(including area code) of Firm)
--------------------------------------------------------------------
(Authorized Signature)
--------------------------------------------------------------------
(Printed Name)
--------------------------------------------------------------------
(Title)
Date:
-------------------------
7
8
SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 3 and 4)
To be completed ONLY if certificates for Old Notes in a principal amount
not tendered are to be issued in the name of, or the New Notes issued pursuant
to the Exchange Offer are to be issued to the order of, someone other than the
person or persons whose signature(s) appear(s) within this Letter of
Transmittal or to an address different from that shown in the box entitled
"Description of Old Notes "within this Letter of Transmittal, or if Old Notes
tendered by book-entry transfer that are not accepted for purchase are to be
credited to an account maintained at DTC.
Name:
------------------------------------
(Please Print)
Address:
---------------------------------
(Please Print)
- -----------------------------------------
Zip Code
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4)
To be completed ONLY if certificates for Old Notes in a are principal
amount not tendered or not accepted for purchase or the New Notes issued
pursuant to the Exchange Offer are to be sent to someone other than the person
or persons whose signature(s) appear(s) within this Letter of Transmittal or to
an address different from that shown in the box entitled "Description of Old
Notes" within this Letter of Transmittal.
Name:
------------------------------------
(Please Print)
Address:
---------------------------------
(Please Print)
- -----------------------------------------
Zip Code
INSTRUCTIONS
Forming Part of the Terms and Conditions
of the Exchange Offer
1. Delivery of this Letter of Transmittal and Old Notes. The certificates
for the tendered Old Notes (or a confirmation of a book-entry into the Exchange
Agent's account at DTC of all Old Notes delivered electronically), as well as a
properly completed and duly executed copy of this Letter of Transmittal or
facsimile of this Letter of Transmittal 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 Old 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 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 assume timely
delivery. No Letter of Transmittal or Old Notes should be sent to the Issuer.
Holders who wish to tender their Old Notes and (i) whose Old Notes are not
immediately available or (ii) that cannot deliver their Old Notes, this Letter
of Transmittal, or any other documents required by this Letter of Transmittal to
the Exchange Agent prior to the Expiration Date must tender their Old Notes and
follow the guaranteed delivery procedures set forth in the Prospectus. Pursuant
to such procedures (i) such tender must be made by or through an Eligible
8
9
Institution; (ii) 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 Old Notes, the
certificate number or numbers of such Old Notes, and the principal amount of the
Old 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 of this Letter of Transmittal) together with
the certificate(s) representing the Old Notes (or a confirmation of electronic
delivery of book-entry delivery into the Exchange Agent's account at DTC) and
any of the required documents will be deposited by the Eligible Institution with
the Exchange Agent; and (iii) such properly completed and executed Letter of
Transmittal (or facsimile of this Letter of Transmittal), as well as all other
documents required by this Letter of Transmittal and the certificate(s)
representing all tendered Old Notes in proper form for transfer (or a
confirmation of electronic mail delivery of book-entry delivery into the
Exchange Agent's account at DTC), must be received by the Exchange Agent within
five business days after the Expiration Date, all as provided in the Prospectus
under the caption "Guaranteed Delivery Procedures." Any Holder of Old Notes that
wishes to tender his or her Old 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.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance, and withdrawal of tendered Old Notes will be determined by
the Issuer in its sole discretion, which determination will be final and
binding. The Issuer reserves the absolute right to reject any and all Old Notes
not properly tendered or any Old Notes the Issuer's acceptance of which would,
in the opinion of counsel for the Issuer, be unlawful. The Issuer also reserves
the right to waive any irregularities or conditions of tender as to particular
Old Notes. The Issuer's interpretation of the terms and conditions of the
Exchange Offer (including the instructions in this Letter of Transmittal) will
be final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of Old Notes must be cured within such
time as the Issuer determines. Neither the Issuer, the Exchange Agent, nor any
other person will be under any duty to give notification of defects or
irregularities with respect to tenders of Old Notes, nor will any of them incur
any liability for failure to give such notification. Tenders of Old Notes will
not be deemed to have been made until such defects or irregularities have been
cured or waived. Any Old Notes received by the Exchange Agent that are not
properly tendered and as to which the defects or irregularities have not been
cured or waived will be returned without cost by the Exchange Agent to the
tendering Holders of Old Notes, unless otherwise provided in this Letter of
Transmittal, as soon as practicable following the Expiration Date.
2. Partial Tenders. If less than the entire principal amount of any Old
Notes is tendered, the tendering Holders should fill in the principal amount
tendered in the third column of the chart entitled "Description of Old Notes."
The entire principal amount of Old Notes delivered to the Exchange Agent will be
deemed to have been tendered unless otherwise indicated. If the entire principal
amount of all Old Notes is not tendered, Old Notes for the principal amount of
Old Notes delivered to the Exchange Agent will be deemed to have been tendered
unless otherwise indicated. If the entire principal amount of all Old Notes is
not
9
10
tendered, Old Notes for the principal amount of Old Notes not tendered and a
certificate or certificates representing New Notes issued in exchange of any Old
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 or unless tender is made through DTC, promptly after the Old Notes
are accepted for exchange.
3. Signatures on the Letter of Transmittal, Bond Powers and Endorsements,
Guarantee of Signatures. If this Letter of Transmittal (or facsimile hereof) is
signed by the registered Holder(s) of the Old Notes tendered by this Letter of
Transmittal, the signature must correspond with the name(s) as written on the
face of the Old Notes without alteration, enlargement or any change whatsoever.
If this Letter of Transmittal (or facsimile of this Letter of Transmittal)
is signed by the registered Holder(s) of Old Notes tendered and the
Certificate(s) for New Notes issued in exchange thereof is to be issued (or any
untendered principal amount of Old Notes is to be reissued) to the registered
Holder, such Holder does not need to and should not endorse any tendered Old
Note, nor provide a separate bond power. In any other case, such Holder must
either properly endorse the Old 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 of this Letter of Transmittal)
or any Old Notes or bond powers are signed by trustees, executors,
administrators, guardians, attorneys-in-fact, or officers of corporations or
others acting in a fiduciary or representative capacity, such persons should so
indicate when signing, and unless waived by the Issuer, evidence satisfactory to
the Issuer of their authority so to act must be submitted with this Letter of
Transmittal.
Endorsements on Old Notes or signatures on bond powers required by this
Instruction 3 must be guaranteed by an Eligible Institution.
Signatures on this Letter of Transmittal (or facsimile of this Letter of
Transmittal) must be guaranteed by an Eligible Institution unless the Old Notes
tendered pursuant thereto are tendered (i) by a registered Holder (including any
participant in DTC whose name appears on a security position listing as the
owner of Old Notes) who has not completed the box set forth herein entitled
"Special Issuance Instructions" or the box entitled "Special Delivery
Instructions" or (ii) for the account of an Eligible Institution.
4. Special Issuance and Delivery Instructions. Tendering Holders should
indicate, in the applicable spaces, the name and address to which New Notes or
substitute Old 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 (or in the case of tender of the Old
Notes through DTC, if different from DTC). In the case of issuance in a
different name, the taxpayer identification or social security number of the
person named must also be indicated.
10
11
5. Transfer Taxes. The Issuer will pay all transfer taxes, if any,
applicable to the exchange of Old Notes pursuant to the Exchange Offer. If,
however, certificates representing New Notes or Old 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 Old Notes tendered by this Letter of Transmittal, or if tendered Old
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 Old Notes pursuant to the Exchange Offer, then the amount
of any such transfer taxes (whether imposed on the registered Holder or any
other person) 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 5, it will not be necessary for
transfer tax stamps to be affixed to the Old Notes listed in this Letter of
Transmittal.
6. Waiver of Conditions. The Issuer reserves the absolute right to amend,
waive, or modify specified conditions in the Exchange Offer in the case of any
Old Notes tendered.
7. Mutilated, Lost, Stolen or Destroyed Old Notes. Any tendering Holder
whose Old Notes have been mutilated, lost, stolen, or destroyed should contact
the Exchange Agent at the address indicated in this Letter of Transmittal for
further instruction.
8. Requests for Assistance or Additional Copies. Questions and requests for
assistance and requests for additional copies of the Prospectus or this Letter
of Transmittal may be directed to the Exchange Agent at the address specified in
the Prospectus. Holders may also contact their broker, dealer, commercial bank,
trust company, or other nominee for assistance concerning the Exchange Offer.
(DO NOT WRITE IN SPACE BELOW)
Certificate Surrendered Old Notes Tendered Old Notes Accepted
Delivery Prepared by Check by: Date
---------- ------------ -----------------------
11
12
Notice of Guaranteed Delivery
for Tender of
10 3/4% Senior Subordinated Notes due 2004
(the "Old Notes")
of
Rutherford-Moran Oil Corporation
This form, or one substantially equivalent to this form, must be used to
tender Old Notes pursuant to the Exchange Offer described in the Prospectus
dated December, 1997 (the "Prospectus") of Rutherford-Moran Oil Corporation
(the "Company"), if a holder of Old Notes cannot deliver a Letter of Transmittal
to the Exchange Agent listed below (the "Exchange Agent") or cannot either
deliver the Old Notes to be tendered or complete the procedure for book-entry
transfer prior to 5:00 P.M., New York City time, on January _, 1997 or such
later date and time to which the Exchange Offer may be extended (the "Expiration
Date"). This form, or one substantially equivalent to this form, must be
delivered by hand or sent by facsimile transmission or mail to the Exchange
Agent, and must be received by the Exchange Agent on or prior to the Expiration
Date. See "The Exchange Offer--Procedures for Tendering" in the Prospectus.
Capitalized terms used in this form and not defined herein have the meanings
ascribed to them in the Prospectus.
12
13
To: Bank of Montreal Trust Company, Exchange Agent
By Registered or Certified Mail, Hand or Overnight Courier
Bank of Montreal Trust Company
88 Pine Street, 19th Floor
New York, NY 10005
Attn: Corporate Trust Department
By Facsimile:
Bank of Montreal Trust Company
Attention: Corporate Trust Department
(212) 701-7698
Confirm by Telephone:
(212) 701-7650
Delivery of this instrument to an address other than as set forth above or
transmission of instructions via facsimile other than as set forth above does
not constitute a valid delivery.
Ladies and Gentlemen:
The undersigned hereby represents that he or she is the holder of the Old
Notes indicated below and that the Letter of Transmittal cannot be delivered to
the Exchange Agent and/or either the certificates representing such Old Notes
cannot be delivered to the Exchange Agent or the procedure for book-entry
transfer cannot be completed prior to the Expiration Date. The undersigned
hereby tenders the Old Notes indicated below pursuant to the guaranteed delivery
procedures set forth in the Prospectus and the Letter of Transmittal, receipt of
which is hereby acknowledged.
Name(s) of Tender Holder(s):
- -------------------------------------
- -------------------------------------
Please Print or Type
- -------------------------------------
Signature
13
14
Address(es):
- -------------------------------------
- -------------------------------------
- -------------------------------------
Telephone Number(s):
- -------------------------------------
Name(s) in which Old Notes are registered:
- -------------------------------------
- -------------------------------------
- -------------------------------------
Certificate No(s) Principal Amount
(if applicable)* Transferred
-------------------- --------------------
-------------------- --------------------
-------------------- --------------------
-------------------- --------------------
- --------------
*Need not be completed by book-entry holders.
14
15
GUARANTEE OF DELIVERY
(Not to be used for signature guarantee)
The undersigned, a member firm of a registered national securities exchange
or of the National Association of Securities Dealers, Inc., a commercial bank or
trust company having an office or a correspondent in the United States or an
"eligible guarantor institution" within the meaning of Rule 17Ad-15 under the
Securities Exchange Act of 1934, as amended, hereby guarantees that the
undersigned will deliver to the Exchange Agent the certificates representing the
Old Notes being tendered by this form in proper form for transfer (or a
confirmation of book-entry transfer of such Old Notes, into the Exchange Agent's
account at the book-entry transfer facility) with delivery of a properly
completed and duly executed Letter of Transmittal (or facsimile thereof), with
any required signature guarantees and any other required documents, all within
five business days after the Expiration Date.
Name of Firm:
--------------------------- --------------------------------
Authorized Signature
(Please Print) (Please Print)
Address: Name:
-------------------------------- ---------------------------
Please Print or Type
- ---------------------------------------- --------------------------------
Title Zip Code
Telephone No.: Dated
-------------------------- ---------------------------
The institution that completes this form must communicate the guarantee to
the Exchange Agent and must deliver the certificates representing any Old Notes
(or a confirmation of book-entry transfer of such Old Notes into the Exchange
Agent's account at the book-entry transfer facility) and the Letter of
Transmittal to the Exchange Agent within the time period shown herein. Failure
to do so could result in a financial loss to such institution.
15