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, 2004
THE EXPIRATION DATE, WITHDRAWAL DEADLINE AND PRORATION DEADLINE IS WEDNESDAY,
JUNE 30, 2004, AT 12:00 MIDNIGHT, EASTERN TIME, UNLESS EXTENDED.
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.
DESCRIPTION OF UNITS TENDERED
Print Name and Address of Registered Holder(s) Certificate(s) Enclosed*
(Please fill in) Book Entry Transfer* (Attach signed list if necessary)
- ---------------------------------------------------------------------------------------------------------------------
Amount of Unit
Amount of Amount of Represented by Amount of
Units Owned Units Tendered** Certificate(s)*** Units Tendered**
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Total Units
- ---------------------------------------------------------------------------------------------------------------------
* 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, 2004 (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 $12.44 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, 2004 (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
________________________________________________________________________________
Signature of Unitholder
________________________________________________________________________________
Signature of Unitholder
Dated _____________, 2004 (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) ________________________________________________________________________
________________________________________________________________________________
(Please Print)
Capacity (full title):__________________________________________________________
(See Instruction 4)
Area Code and Telephone Numbers
Home:___________________________________________________________________________
Business:_______________________________________________________________________
(DO NOT WRITE IN SPACES BELOW)
Date Received _____________ Accepted By _______________ Checked By _____________
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 ___________________________________________________________________________
(Please Print)
Address ________________________________________________________________________
________________________________________________________________________________
(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 ___________________________________________________________________________
(Please Print)
Address ________________________________________________________________________
________________________________________________________________________________
(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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