Exhibit (a)(2)
LETTER OF TRANSMITTAL
To Tender Units
of
EVERFLOW EASTERN PARTNERS, L.P.
Pursuant to the Offer to Purchase
of
EVERFLOW EASTERN PARTNERS, L.P.
April 30, 2003
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THE EXPIRATION DATE, WITHDRAWAL DEADLINE AND PRORATION DEADLINE IS MONDAY,
JUNE 30, 2003, AT 12:00 MIDNIGHT, EASTERN DAYLIGHT TIME, UNLESS EXTENDED.
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To: Everflow Eastern Partners, L.P.
By Mail: By Hand or Overnight Mail/Express:
P.O. Box 629 585 West Main Street
Canfield, Ohio 44406 Canfield, Ohio 44406
By Facsimile:
330-533-9133
For Information:
330-533-2692
Delivery of this instrument to an address other than as set forth above does not
constitute a valid delivery.
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DESCRIPTION OF UNITS TENDERED
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Print Name and Address of Registered Holder(s) Certificate(s) Enclosed*
(Please fill in) Book Entry Transfer* (Attach signed list if necessary)
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Amount of Unit
Amount of Amount of Represented by Amount of
Units Owned Units Tendered** Certificate(s)*** Units Tendered**
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Total Units
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* Most Units are listed in the names of the Unitholders on the record books of
the Company. Certificates representing Units are not generally issued. See
Instruction 1.
** Unless otherwise indicated, it will be assumed that all Units described
above are being tendered. See Instruction 3.
*** Need not be completed by Unitholders who tender Units by book-entry
transfer.
This Letter of Transmittal is to be completed (a) if a Unitholder
desires to tender Units pursuant to the Offer to Purchase and (b) if any
certificates are to be forwarded herewith pursuant to the procedures set forth
in Section 3 of the Offer to Purchase, dated April 30, 2003 (the "Offer to
Purchase").
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS
Ladies and Gentlemen:
The undersigned hereby tenders to Everflow Eastern Partners, L.P., a
Delaware limited partnership (the "Company"), a portion of the Company's units
of limited partnership interest (the "Units"), at a price of $8.44 per Unit (the
"Purchase Price"), net to the seller in cash, upon the terms and conditions set
forth in the Offer to Purchase dated April 30, 2003 (the "Offer to Purchase"),
receipt of which is hereby acknowledged, and in this Letter of Transmittal
(which together constitute the "Offer").
Subject to and effective upon acceptance for payment of the Units
tendered herewith in accordance with the terms of the Offer, the undersigned
hereby sells, assigns and transfers to, or upon the order of, the Company all
right, title and interest in and to the Units tendered hereby that are accepted
for payment pursuant to the Offer.
The undersigned hereby warrants that the undersigned owns the Units
tendered within the meaning of Rule 13e-4 under the Securities Exchange Act of
1934, as amended, as described in Section 3 of the Offer to Purchase, and has
full authority to sell, assign and transfer such Units and that the Company will
acquire good title thereto, free and clear of all liens, charges, encumbrances,
conditional sales agreements or other obligations relating to the sale or
transfer thereof and not subject to any adverse claim when and to the extent the
same are purchased by it.
Upon request, the undersigned will execute and deliver any additional
documents necessary or desirable to complete the assignment, transfer and
purchase of Units tendered hereby.
The undersigned understands that tenders of Units pursuant to the
procedures described in Section 3 of the Offer to Purchase or in the
Instructions hereto will constitute an agreement between the undersigned and the
Company upon the terms and subject to the conditions of the Offer.
The undersigned recognizes that, under certain circumstances set forth
in the Offer to Purchase, the Company may terminate or amend the Offer or may
not be required to purchase any of the Units tendered hereby. The undersigned
also recognizes that, under certain conditions set forth in the Offer to
Purchase the Company may purchase, pro rata with Units tendered by other
Unitholders, fewer than all of the Units tendered hereby. In such event, the
undersigned understands that the certificate(s), if any, for any Units not
purchased will be returned to the undersigned at the address indicated above
unless otherwise indicated under the "Special Payment Instructions" or "Special
Delivery Instructions" below.
The check for the Purchase Price for tendered Units that are purchased
pursuant to the Offer should be issued to the order of the undersigned and
mailed to the address above unless otherwise indicated under the "Special
Payment Instructions" or the "Special Delivery Instructions" below.
In the event that both the "Special Payment Instructions" and the
"Special Delivery Instructions" are completed, please issue the check for the
Purchase Price and/or return the certificates, if any, for Units not so tendered
or accepted for payment in the name of and deliver said check and/or return such
certificates, if any, for Units to the person or persons so indicated.
The undersigned recognizes that the Company has no obligation pursuant
to the "Special Payment Instructions" to transfer any Units from the name of the
registered holder thereof if the Company does not accept for payment any of the
Units so tendered.
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All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of the undersigned and any obligations of the
undersigned hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned. Except as stated in the Offer to
Purchase, this tender is irrevocable.
IMPORTANT
SIGN HERE
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Signature of Unitholder
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Signature of Unitholder
Dated _______________________________, 2003 (Must be signed by the registered
holder(s) exactly as name(s) appear(s) on Units. If signature is by trustees,
executors, administrators, guardians, attorneys-in-fact, agents, officers of
corporations or others acting in a fiduciary or representative capacity, please
provide the following information. See Instruction 4.)
Name(s)
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(Please Print)
Capacity (full title):
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(See Instruction 4)
Area Code and Telephone Numbers
Home:
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Business:
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(DO NOT WRITE IN SPACES BELOW)
Date Received ____________________ Accepted By ____________________ Checked By ____________________
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Units Units Check Amount Units
Tendered Accepted Number of Check Returned
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SPECIAL PAYMENT INSTRUCTIONS
(See Instruction 1, 3, 4 and 7)
To be completed ONLY if the check for the Purchase Price of Units is to be
issued in the name of someone other than the undersigned and/or certificates, if
any, for Units not tendered or not purchased are to be issued in the name of
someone other than the undersigned.
Issue: / / check / / certificates to
Name
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(Please Print)
Address
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(Include Zip Code)
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 3, 4 and 7)
To be completed ONLY if certificates, if any, for Units not tendered or not
purchased and/or the check for the Purchase Price of Units purchased is to be
sent to someone other than the undersigned, or to the undersigned at an address
other than that shown above.
Mail: / / check / / certificates to
Name
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(Please Print)
Address
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(Include Zip Code)
/ / Permanent Change of Address
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INSTRUCTIONS
FORMING PART OF THE TERMS
AND CONDITIONS OF THE OFFER
1. Delivery of Letter of Transmittal and Certificates. Pursuant to the
Company's Partnership Agreement, certificates or other instruments representing
Units are not generally issued to Limited Partners of the Company. All Units are
listed in the names of the Unitholders on the record books of the Company.
Certificates representing Units are issued only in certain circumstances. See
Section 3 of the Offer to Purchase. Except as hereinafter provided, certificates
for the tendered Units, if any, together with properly completed and duly
executed Letter of Transmittal or facsimile thereof, and any other documents
required by this Letter of Transmittal, should be mailed or delivered by hand to
the Company at the appropriate address set forth herein. In order for a
tendering Unitholder to be entitled to proration of tendered Units, such
Unitholder must tender Units in accordance with the procedures set forth herein
and in the Offer to Purchase on or prior to the Expiration Date (as defined in
the Offer to Purchase).
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES, IF
ANY, FOR UNITS, IS AT THE ELECTION AND RISK OF THE TENDERING UNITHOLDER. IF
DELIVERY IS BY MAIL, INSURED REGISTERED MAIL, RETURN RECEIPT REQUESTED, IS
RECOMMENDED.
Except as set forth in the Offer to Purchase, no alternative,
conditional or contingent tenders will be accepted and no fractional Units will
be purchased. All tendering Unitholders, by execution of this Letter of
Transmittal, waive any right to receive any notice of the acceptance of their
Units for payment.
2. Inadequate Space. If the space provided in the box captioned
"Description of Units Tendered-Certificate(s) Enclosed" is inadequate, the
amount of Units should be listed on a separate signed schedule attached hereto.
3. Partial Tender. (Applicable only to Unitholders who tender by
submitting certificates for Units.) If fewer than all of the Units evidenced by
a certificate(s) are to be tendered, fill in the number of Units which are to be
tendered in the column entitled "Number of Units Tendered." In such case, if
some or all of the tendered Units are purchased, new certificate(s) for the
remainder of the Units evidenced by your old certificate(s) registered in your
name will be sent to you, unless otherwise specified in the "Special Payment
Instructions" or "Special Delivery Instructions" boxes on this Letter of
Transmittal, as soon as practicable after the Expiration Date of the Offer. All
Units represented by the certificate(s) listed will be deemed to have been
tendered unless otherwise indicated.
4. Signatures on Letter of Transmittal, Stock Powers and Endorsements.
(a) If this Letter of Transmittal is signed by the registered
holder(s) of the Units tendered hereby, the signature(s) must
correspond exactly with the name(s) as written on the address label of
the envelope transmitting the Offer to Purchase, or the face of the
certificate(s), if any, representing such Units, without alteration,
enlargement or any change whatsoever.
(b) If any Units tendered hereby are held of record by two or
more joint holders, all such holders must sign this Letter of
Transmittal.
(c) If any tendered Units are registered in different names on
several certificates, if any, it will be necessary to complete, sign
and submit as many separate Letters of Transmittal as there are
different registrations of certificates.
(d) If this Letter of Transmittal is signed by the registered
holder(s) of the Units tendered hereby, no endorsements of
certificate(s) representing such Units or separate stock powers are
required, unless payment is to be made or
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certificate(s) for Units not tendered or purchased are to be issued to
a person other than the registered holder(s). In any of the latter
cases, the certificate(s) representing the Units transmitted hereby
must be endorsed or accompanied by appropriate stock powers, in either
case signed exactly as the name(s) of the registered holder(s)
appear(s) on the certificate(s).
(e) If this Letter of Transmittal or any certificate or stock
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 must submit proper evidence satisfactory to the
Company of their authority so to act.
5. Transfer Taxes. Subject to the following, the Company will pay or
cause to be paid all transfer taxes, if any, payable on the transfer to it of
Units purchased pursuant to the Offer. If, however, payment of the Purchase
Price is to be made to or (in the circumstances permitted by the Offer) if Units
not tendered or purchased are to be registered in the name(s) of any person(s)
other than the registered holder(s), or if tendered certificates are registered
in the name(s) of any person(s) other than the person(s) signing this Letter of
Transmittal, the amount of any transfer taxes (whether imposed on the registered
holder or such other person) payable on account of the transfer to such person
will be deducted from the Purchase Price unless satisfactory evidence of the
payment of such taxes, or an exemption therefrom, is submitted.
Except as provided in this Instruction 5, it will not be necessary to
affix transfer tax stamps to the certificates representing Units tendered
hereby.
6. Special Payment and Delivery Instructions. If checks are to be
issued in the name of and/or certificates for Units not tendered or not
purchased are to be returned to a person other than the signer(s) of the Letter
of Transmittal or if checks and/or such certificates are to be sent to an
address other than that shown above in the box captioned "Description of Units
Tendered," then the boxes captioned "Special Payment Instructions" and/or
"Special Delivery Instructions" on this Letter of Transmittal should be
completed.
7. Irregularities. All questions as to the validity, form, eligibility
(including time of receipt) and acceptance of tenders of Units will be
determined by the Company (or by its representatives), which determinations
shall be final and binding. The Company reserves the absolute right to reject
any or all tenders determined by it not to be in appropriate form or the
acceptance of or payment for which would be unlawful. The Company also reserves
the absolute right to waive any of the conditions of the Offer or any defect in
any tender with respect to any particular Unitholder. Neither the Company nor
any other person will be under a duty to give notification of any defects,
irregularities or rejections in tenders, nor shall any of them incur any
liability for failure to give such notice.
8. Lost or Destroyed Certificates. If any certificate representing
Units has been lost or destroyed, the Unitholder should promptly notify the
Company of this fact in writing. This Letter of Transmittal and related
documents cannot be processed until procedures for replacing lost or destroyed
certificates have been followed.
9. Questions and Requests for Assistance or Additional Copies.
Questions and requests for assistance or requests for additional copies of the
Offer to Purchase and this Letter of Transmittal may be directed to William A.
Siskovic, Vice President and Secretary-Treasurer, 330-533-2692.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE
THEREOF (TOGETHER WITH CERTIFICATES, IF ANY, FOR UNITS TENDERED, AND ALL OTHER
REGISTERED DOCUMENTS) MUST BE RECEIVED BY THE COMPANY PRIOR TO THE EXPIRATION
DATE OF THE OFFER.
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