<PAGE> 1
EXHIBIT 99.16
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. THIS
LETTER OF TRANSMITTAL MAY NOT BE USED TO ACCEPT THE OFFER FOR ORDINARY SHARES OF
LASMO PLC; THE FORM OF ACCEPTANCE, AUTHORITY AND ELECTION IS THE APPROPRIATE
DOCUMENT FOR SUCH PURPOSES. In considering what action you should take, you are
recommended immediately to seek your own financial advice from your stockbroker,
attorney, accountant or other independent financial advisor.
If you have sold or otherwise transferred all your American Depositary
Shares ("LASMO ADSs") of LASMO plc ("LASMO"), please pass this document and all
accompanying documents as soon as possible to the purchaser or transferee, or to
the bank, stockbroker or other agent through whom the sale or transfer was
effected for transmission to the purchaser or transferee. HOWEVER, SUCH
DOCUMENTS SHOULD NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED IN OR INTO
AUSTRALIA, CANADA OR JAPAN.
Amerada Hess Corporation (the "Offeror") is offering to purchase (i) all
issued and to be issued ordinary shares of 25p each of LASMO ("LASMO Shares")
for L98.29 in cash and 1 new Amerada Hess Share for every 78.7 LASMO Shares and
(ii) all American Depositary Shares of LASMO ("LASMO ADSs"), each representing
three LASMO Shares and evidenced by American Depositary Receipts ("LASMO ADRs"),
for L294.87 in cash and 3 new Amerada Hess shares for every 78.7 LASMO ADSs on
the terms and subject to the conditions set forth in the Offer Document dated
December 13, 2000 (the "Offer Document") and this Letter of Transmittal (in the
case of LASMO ADSs) or the Form of Acceptance (in the case of LASMO Shares)
(which terms and conditions, as amended or supplemented from time to time,
together constitute the "Offer").
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LETTER OF TRANSMITTAL
TO ACCEPT THE OFFER FOR AMERICAN DEPOSITARY SHARES
EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
OF
LASMO PLC
PURSUANT TO THE OFFER DOCUMENT DATED DECEMBER 13, 2000
by
AMERADA HESS CORPORATION
and by
GOLDMAN SACHS INTERNATIONAL
on its behalf
(outside the United States)
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THERE WILL BE AN INITIAL OFFER PERIOD WHICH WILL EXPIRE AT 3:00 PM (LONDON
TIME), 10:00 AM (NEW YORK CITY TIME) ON JANUARY 12, 2001, UNLESS EXTENDED. AT
THE CONCLUSION OF THE INITIAL OFFER PERIOD, INCLUDING ANY EXTENSION THEREOF, IF
ALL CONDITIONS OF THE OFFER HAVE BEEN SATISFIED, FULFILLED OR, WHERE PERMITTED,
WAIVED, THE OFFER WILL BE EXTENDED FOR A SUBSEQUENT OFFER PERIOD OF AT LEAST 14
CALENDAR DAYS. HOLDERS OF LASMO ADSS WILL HAVE THE RIGHT TO WITHDRAW THEIR
ACCEPTANCES OF THE OFFER DURING THE INITIAL OFFER PERIOD, INCLUDING ANY
EXTENSION THEREOF, BUT NOT DURING THE SUBSEQUENT OFFER PERIOD (EXCEPT IN LIMITED
CIRCUMSTANCES).
The US Depositary For The Offer Is:
THE BANK OF NEW YORK
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BY MAIL: FACSIMILE TRANSMISSION: BY HAND OR OVERNIGHT COURIER:
Tender & Exchange Department (for Eligible Institutions Tender & Exchange Department
P.O. Box 11248 Only) 101 Barclay Street
Church Street Station (212) 815-6213 Receive and Deliver Window
New York, New York 10286-1248 New York, New York 10286
</TABLE>
<PAGE> 2
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TO A NUMBER OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE US
DEPOSITARY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
ACCEPTING HOLDERS OF LASMO ADSS EVIDENCED BY LASMO ADRS WILL BE ENTITLED TO
POUNDS STERLING CASH PAYMENTS UNDER THE TERMS OF THE OFFER BUT WILL RECEIVE CASH
PAYMENTS IN DOLLARS INSTEAD OF POUNDS STERLING UNLESS THEY ELECT OTHERWISE
HEREIN TO RECEIVE CASH PAYMENTS IN POUNDS STERLING. IF YOU WISH TO RECEIVE
POUNDS STERLING INSTEAD OF DOLLARS, YOU MUST PLACE AN "X" IN THE BOX ENTITLED
"POUNDS STERLING PAYMENT ELECTION."
ACCEPTANCE OF THE OFFER IN RESPECT OF LASMO SHARES CANNOT BE MADE BY MEANS
OF THIS LETTER OF TRANSMITTAL. THIS LETTER OF TRANSMITTAL CAN ONLY BE USED TO
ACCEPT THE OFFER FOR LASMO ADSS. If you hold LASMO Shares that are not
represented by LASMO ADSs, you can obtain a Form of Acceptance for accepting the
Offer in respect of those LASMO Shares from the Information Agent or the UK
Receiving Agent. See Instruction 14 of this Letter of Transmittal.
Delivery of a Letter of Transmittal or an Agent's Message, LASMO ADRs (or
book-entry transfer of such LASMO ADSs evidenced by LASMO ADRs) and any other
required documents to the US Depositary by a holder of LASMO ADSs will be deemed
(without any further action by the US Depositary) to constitute an acceptance of
the Offer to the holders of LASMO ADSs by such holder with respect to the LASMO
ADSs evidenced by LASMO ADRs to which that Letter of Transmittal relates,
subject to the terms and conditions set out in the Offer Document and this
Letter of Transmittal. Capitalized terms and certain other terms used in this
Letter of Transmittal and not otherwise defined herein shall have the respective
meanings assigned to them in the Offer Document.
This Letter of Transmittal is to be used if LASMO ADRs evidencing LASMO
ADSs are to be forwarded herewith and, if delivery of LASMO ADSs is to be made
by book-entry transfer to an account maintained by the US Depositary at a
Book-Entry Transfer Facility as defined in, and pursuant to the procedures for
book-entry transfer set out in, "Procedures for tendering LASMO ADSs--Book-entry
transfer" in paragraph 12(c) of Part B of Appendix I to the Offer Document, an
Agent's Message can be delivered instead of a Letter of Transmittal.
[ ] CHECK BOX IF LASMO ADSS IN RESPECT OF WHICH THE OFFER IS BEING ACCEPTED ARE
BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE
US DEPOSITARY WITH A BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE
FOLLOWING (ONLY PARTICIPANTS IN A BOOK-ENTRY TRANSFER FACILITY MAY DELIVER
LASMO ADSS EVIDENCED BY LASMO ADRS BY BOOK-ENTRY TRANSFER):
Name of Delivering Institution
Account Number
Transaction Code Number
2
<PAGE> 3
If a holder of LASMO ADSs wishes to accept the Offer made to holders of
LASMO ADSs and the LASMO ADRs evidencing such LASMO ADSs are not immediately
available or the procedures for book-entry transfer cannot be completed on a
timely basis, or if time will not permit all required documents to reach the US
Depositary while the Offer made to holders of LASMO ADSs remains open for
acceptances, such holder's acceptance of the Offer may be effected by following
the guaranteed delivery procedure specified in paragraph 12(h) of Part B of
Appendix I to the Offer Document. See Instruction 2 of this Letter of
Transmittal. HOWEVER, RECEIPT OF A NOTICE OF GUARANTEED DELIVERY WILL NOT BE
TREATED AS A VALID ACCEPTANCE FOR THE PURPOSE OF SATISFYING THE ACCEPTANCE
CONDITION.
[ ] CHECK BOX IF LASMO ADSS IN RESPECT OF WHICH THE OFFER IS BEING ACCEPTED ARE
BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT
TO THE US DEPOSITARY AND COMPLETE THE FOLLOWING:
Name(s) of registered owner(s)
Date of execution of Notice of Guaranteed Delivery
Name of institution that guaranteed delivery
3
<PAGE> 4
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DESCRIPTION OF LASMO ADSS TENDERED
(See Instructions 3 and 4)
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NAME(S) AND ADDRESS(ES) OF
REGISTERED HOLDER(S) (PLEASE
FILL IN, IF BLANK, EXACTLY AS ADSS TENDERED
NAME(S) APPEAR(S) ON ADR(S)) (ATTACH ADDITIONAL LIST IF NECESSARY)
----------------------------------------------------------------------------------------------------------------------------
TOTAL NUMBER OF ADSS
ADR SERIAL EVIDENCED BY NUMBER OF ADSS
NUMBER(S)* ADR(S)* TENDERED**
----------------------------------------------------------------------
----------------------------------------------------------------------
----------------------------------------------------------------------
----------------------------------------------------------------------
----------------------------------------------------------------------
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* Need not be completed for book-entry transfers.
** Unless otherwise indicated, it will be assumed that all LASMO ADSs evidenced by the ADRs delivered to the
US Depositary are being tendered. See Instruction 4.
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
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MIX AND MATCH ELECTION
(See Instruction 9)
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Insert the number of LASMO ADSs in respect of which you
wish to receive additional Amerada Hess Shares:
-----------------------------------------------------------------------------------
Insert the number of LASMO ADSs in respect of which you
wish to receive additional cash
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</TABLE>
4
<PAGE> 5
NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ
THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby instructs the US Depositary to accept the Offer on
behalf of the undersigned with respect to the LASMO ADSs evidenced by LASMO ADRs
specified in the box entitled "Description of LASMO ADSs Tendered" subject to
the terms and conditions set out in the Offer Document and this Letter of
Transmittal, by informing the Offeror in writing that the Offer to holders of
LASMO ADSs has been so accepted. The undersigned hereby acknowledges that
delivery of this Letter of Transmittal, the LASMO ADRs evidencing tendered LASMO
ADSs (or book-entry transfer of such LASMO ADSs evidenced by LASMO ADRs) and any
other required documents to the US Depositary by a holder of LASMO ADSs will be
deemed (without any further action by the US Depositary) to constitute
acceptance of the Offer to holders of LASMO ADSs by such holder in respect of
the LASMO ADSs of such holder specified in that Letter of Transmittal, subject
to the terms and conditions set out in the Offer Document and this Letter of
Transmittal.
The undersigned understands that acceptance of the Offer by the undersigned
pursuant to the procedures described herein and in the instructions hereto,
subject to the withdrawal rights described in the Offer Document, will
constitute a binding agreement between the undersigned and the Offeror upon the
terms and subject to the conditions of the Offer. IF ACCEPTANCE HAS BEEN MADE IN
RESPECT OF THE LASMO ADSS THEN A SEPARATE ACCEPTANCE IN RESPECT OF THE LASMO
SHARES REPRESENTED BY SUCH LASMO ADSS MAY NOT BE MADE.
The undersigned hereby delivers to the US Depositary the above-described
LASMO ADSs evidenced by LASMO ADRs for which the Offer is being accepted, in
accordance with the terms and Conditions of the Offer Document and this Letter
of Transmittal, receipt of which is hereby acknowledged.
Upon the terms of the Offer (including, if the Offer is extended, revised
or amended, the terms or conditions of any such extension, revision or
amendment), and effective at the time that all Conditions to the Offer have been
satisfied, fulfilled or, where permitted, waived (at which time the Offeror will
give notice thereof to the US Depositary), and if he or she has not validly
withdrawn his or her acceptance, the undersigned hereby sells, assigns and
transfers to, or upon the order of, the Offeror all right, title and interest in
and to all LASMO ADSs evidenced by LASMO ADRs with respect to which the Offer is
being accepted (and any and all LASMO ADSs or other securities or rights
issuable in respect of such LASMO ADSs) and irrevocably constitutes and appoints
the US Depositary the true and lawful agent and attorney-in-fact of the
undersigned with respect to such LASMO ADSs (and any such other LASMO ADSs,
securities or rights), with full power of substitution and resubstitution (such
power of attorney being deemed to be an irrevocable power coupled with an
interest), to (a) deliver LASMO ADRs for such LASMO ADSs (and any such other
LASMO ADSs, securities or rights) or accept transfer of ownership of such LASMO
ADSs (and any such other LASMO ADSs, securities or rights) on the account books
maintained by a Book-Entry Transfer Facility together, in any such case, with
all accompanying evidences of transfer and authenticity to, or upon the order
of, the Offeror, (b) present such LASMO ADRs for such LASMO ADSs (and any other
LASMO ADSs, securities or rights) for transfer, and (c) receive all benefits and
otherwise exercise all rights of beneficial ownership of such LASMO ADSs (and
any such other LASMO ADSs, securities or rights), all in accordance with the
terms of the Offer.
The undersigned agrees that its execution hereof (together with any
signature guarantees) and its delivery to the US Depositary shall constitute an
authority to any Director of the Offeror in accordance with the terms of
paragraph 7 of Part B of Appendix I to the Offer Document.
The undersigned agrees that effective from and after the date hereof or, if
later, the date on which all conditions to the Offer are satisfied, fulfilled
or, where permitted, waived: (a) the Offeror or its agents shall be entitled to
direct the exercise of any votes attaching to LASMO Shares
5
<PAGE> 6
represented by any LASMO ADSs evidenced by LASMO ADRs in respect of which the
Offer has been accepted or is deemed to have been accepted (the "Accepted ADSs")
and any other rights and privileges attaching to such LASMO Shares, including
any right to requisition a general meeting of LASMO or of any class of its
shareholders, and (b) the execution of the Letter of Transmittal by a holder of
LASMO ADSs (together with any signature guarantees) and its delivery to the US
Depositary shall constitute in respect of Accepted ADSs: (i) an authority to
LASMO or its agents from the undersigned to send any notice, circular, warrant,
document or other communications that may be required to be sent to him as a
LASMO ADS holder to the Offeror at its registered office, (ii) an authority to
the Offeror or its agent to sign any consent to short notice of a general
meeting or separate class meeting on behalf of the holder of Accepted ADSs
and/or to execute a form of proxy in respect of the Accepted ADSs appointing any
person nominated by the Offeror to attend general meetings and separate class
meetings of LASMO or its shareholders (or any of them) (or any adjournments
thereof) and to exercise the votes attaching to LASMO Shares represented by such
Accepted ADSs on his behalf and (iii) the agreement of the undersigned not to
exercise any such rights without the consent of the Offeror and the irrevocable
undertaking of the undersigned not to appoint a proxy for or to attend general
meetings or separate class meetings of LASMO in respect of such Accepted ADSs.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to accept the Offer and to sell, assign and transfer
the LASMO ADSs evidenced by LASMO ADRs (and LASMO Shares represented by such
LASMO ADSs) in respect of which the Offer is being accepted or deemed to be
accepted (and any and all other LASMO ADSs, securities or rights issued or
issuable in respect of such LASMO ADSs) and, when the same are purchased by the
Offeror, the Offeror will acquire good title thereto, free from all liens,
equitable interests, charges, and encumbrances and together with all rights
attaching thereto, including voting rights and the right to receive all
dividends and other distributions declared, made or paid, with respect to LASMO
Shares represented by the LASMO ADSs. The undersigned will, upon request,
execute any additional documents deemed by the US Depositary or the Offeror to
be necessary or desirable to complete the sale, assignment and transfer of the
LASMO ADSs evidenced by LASMO ADRs in respect of which the Offer to holders of
LASMO ADSs is being accepted (and any and all other LASMO ADSs, securities or
rights).
The undersigned irrevocably undertakes, represents, and warrants to and
agrees with the Offeror (so as to bind him, his personal representative, heirs,
successors and assigns) to the effect that the undersigned: (i) has not received
or sent copies of this document or any Form of Acceptance or any related
documents in, into or from Canada, Australia or Japan and has not otherwise
utilized in connection with the Offer, directly or indirectly, the Canadian,
Australian or Japanese mails or any means or instrumentality (including, without
limitation, facsimile transmission, telex and telephone) of interstate or
foreign commerce, or any facilities of a national securities exchange, of
Canada, Australia or Japan, (ii) is accepting the Offer from outside Canada,
Australia or Japan and (iii) is not an agent or fiduciary acting on a
non-discretionary basis for a principal, unless such agent is an authorized
employee of such principal or such principal has given any instructions with
respect to the Offer from outside Canada, Australia or Japan.
This Letter of Transmittal relates to the tender of LASMO ADSs. For the
avoidance of doubt, by delivery of this Letter of Transmittal to the US
Depositary in respect of LASMO ADSs the undersigned agrees not to instruct the
Depositary (the "ADS Depositary") under the Second Amended and Restated Deposit
Agreement dated as of June 7, 1993 to accept the offer for LASMO Shares made by
Amerada Hess in respect of the LASMO Shares represented by such LASMO ADSs. By
delivery of this Letter of Transmittal the undersigned irrevocably authorizes
the US Depositary, at its election, to instruct the ADS Depositary not to accept
such offer in respect of the LASMO Shares represented by such LASMO ADSs.
The undersigned further agrees that by delivery of this Letter of
Transmittal to the US Depositary in respect of LASMO ADSs, the undersigned will
not, unless such Letter of Transmittal is
6
<PAGE> 7
validly withdrawn, deliver such ADSs to the ADS Depositary to request withdrawal
of the LASMO Shares represented by such LASMO ADSs.
All authority herein conferred or agreed to be conferred pursuant to this
Letter of Transmittal shall be binding upon the successors, assigns, heirs,
executors, administrators and legal representatives of the undersigned and shall
not be affected by, and shall survive, the death or incapacity of the
undersigned. Except as stated in the Offer Document, this acceptance is
irrevocable.
Unless otherwise indicated herein under "Special Payment Instructions," the
undersigned hereby instructs the US Depositary to issue, or cause to be issued,
the check for the cash purchase price and the stock certificate representing
Amerada Hess Shares in the name(s) of the registered holder(s) appearing under
"Description of LASMO ADSs Tendered." Similarly, unless otherwise indicated
under "Special Delivery Instructions," the undersigned hereby instructs the US
Depositary to mail, or cause to be mailed, the check for the purchase price
and/or return, or cause to be returned, any LASMO ADRs evidencing LASMO ADSs in
respect of which the Offer is not being accepted or which are not purchased (and
accompanying documents, as appropriate) and stock certificate representing
Amerada Hess Shares to the address(es) of the registered holder(s) appearing
under "Description of LASMO ADSs Tendered." In the event that the "Special
Payment Instructions" and/or the "Special Delivery Instructions" are completed,
the undersigned hereby instructs the US Depositary to (i) issue and/or mail, or
cause to be issued and/or mailed, the check for the purchase price, if any, and
the stock certificate representing Amerada Hess Shares, if any, in the name of,
and/or to the address of, the person or persons so indicated, and/or (ii)
return, or cause to be returned, any LASMO ADRs evidencing LASMO ADSs in respect
of which the Offer is not being accepted or which are not purchased, if any, to
the person at the address so indicated. In the case of a book-entry delivery of
LASMO ADSs evidenced by LASMO ADRs, the undersigned hereby instructs the US
Depositary to credit the account maintained at the Book-Entry Transfer Facility
with any LASMO ADSs in respect of which the Offer is not being accepted or which
are not purchased. The undersigned recognizes that the US Depositary will not
transfer any LASMO ADSs which are not purchased pursuant to the Offer from the
name of the registered holder thereof to any other person.
If the box headed "Pounds Sterling Payment Election" is not checked, the
undersigned hereby elects to receive cash payments in US dollars in an amount
equal to all cash amounts payable pursuant to the Offer converted from pounds
sterling to US dollars at the exchange rate obtainable by the US Depositary on
the spot market in London at approximately 12:00 noon (London time) on the date
the cash consideration is made available by the Offeror to the US Depositary for
delivery to holders of LASMO ADSs. The actual amount of US dollars received will
depend upon the exchange rate prevailing on the day funds are made available to
the US Depositary by the Offeror. Holders of LASMO ADSs should also be aware
that the US dollar/pound sterling exchange rate which is prevailing at the date
on which the undersigned executes this Letter of Transmittal and on the date of
dispatch of payment may be different from that prevailing on the day funds are
made available to the US Depositary by the Offeror. In all cases, fluctuations
in the US dollar/pounds sterling exchange rate are at the risk of accepting
holders of LASMO ADSs who do not elect to receive their consideration in pounds
sterling.
SUBJECT TO THE TERMS OF THE OFFER DOCUMENT, THIS LETTER OF TRANSMITTAL
SHALL NOT BE CONSIDERED COMPLETE AND VALID, AND PAYMENT OF CONSIDERATION
PURSUANT TO THE OFFER SHALL NOT BE MADE, UNTIL LASMO ADRS EVIDENCING THE LASMO
ADSS IN RESPECT OF WHICH THE OFFER IS BEING ACCEPTED AND ALL OTHER REQUIRED
DOCUMENTATION HAVE BEEN RECEIVED BY THE US DEPOSITARY AS PROVIDED IN THE OFFER
DOCUMENT AND THIS LETTER OF TRANSMITTAL.
[ ] CHECK HERE IF ANY LASMO ADRS REPRESENTING LASMO ADSS THAT YOU OWN HAVE BEEN
LOST, STOLEN OR DESTROYED AND SEE INSTRUCTION 13.
--------- Number of LASMO ADSs represented by the lost, stolen or destroyed
LASMO ADRs
7
<PAGE> 8
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
[ ] Check box ONLY if the check for the purchase price and the certificate
representing Amerada Hess Shares with respect to LASMO ADSs purchased are
to be issued in the name of someone other than the undersigned.
Issue to:
Name:
-------------------------------------------------------------------------
(PLEASE PRINT)
Address:
------------------------------------------------------------------------
--------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
--------------------------------------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
(SEE SUBSTITUTE FORM W-9 INCLUDED HEREIN)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
[ ] Check box ONLY if the check for the purchase price with respect to LASMO
ADSs purchased and/or LASMO ADRs evidencing LASMO ADSs in respect of which
the Offer is not accepted or which are not purchased and/or the certificate
representing Amerada Hess Shares are to be mailed to someone other than the
undersigned, or to the undersigned at an address other than that shown
above.
Mail [ ] Check [ ] ADR certificates [ ] Amerada Hess Shares certificates:
Name:
-------------------------------------------------------------------------
(PLEASE PRINT)
Address:
------------------------------------------------------------------------
--------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
POUNDS STERLING PAYMENT ELECTION
[ ] Check box ONLY if you wish to receive all (but not part) of the amount of
cash consideration to be paid by a check in pounds sterling. If you do not
check this box you will receive payment by a check in US dollars in an
amount equal to all cash amounts payable pursuant to the Offer converted
from pound sterling amounts payable to US dollars at the exchange rate
obtainable by the US Depositary on the spot market in London at
approximately 12:00 noon (London time) on the date the cash consideration
is made available by the Offeror to the US Depositary for delivery to
holders of LASMO ADSs.
8
<PAGE> 9
SIGN HERE
AND COMPLETE SUBSTITUTE FORM W-9 INCLUDED HEREIN
--------------------------------------------------------------------------------
(SIGNATURE(S) OF OWNER(S))
Dated: ______________________________ , 200 ______
(Must be signed by registered holder(s) exactly as name(s) appear(s) on LASMO
ADRs evidencing LASMO ADSs or by person(s) to whom LASMO ADRs surrendered have
been assigned and transferred, as evidenced by endorsement, stock powers and
other documents transmitted herewith. If signature is by any trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or others
acting in a fiduciary or representative capacity, please set forth the following
and see Instruction 5.)
Name(s):
-----------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
Capacity (full title):
---------------------------------------------------------
Address:
------------------------------------------------------------------------
------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number:
-------------------------------------------------
Tax Identification or Social Security No.:
-------------------------------------
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 And 5)
Authorized Signature:
-------------------------------------------------------------
Name:
-------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
Title:
---------------------------------------------------------------------------
Name of Firm:
-------------------------------------------------------------------
Address:
------------------------------------------------------------------------
------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number:
-------------------------------------------------
--------------------------------------------------------------------------------
Dated: ______________________________ , 200 ______
9
<PAGE> 10
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE U.S. OFFER
1. GUARANTEE OF SIGNATURES. No signature guarantee is required on the
Letter of Transmittal if (a) the Letter of Transmittal is signed by the
registered holder(s) of the LASMO ADSs evidenced by LASMO ADRs in respect of
which the Offer is being accepted herewith and such holder(s) have not completed
either the box entitled "Special Payment Instructions" or the box entitled
"Special Delivery Instructions" on this Letter of Transmittal or (b) the Offer
is being accepted in respect of such LASMO ADSs for the account of an Eligible
Institution. In all other cases, all signatures on this Letter of Transmittal
must be guaranteed by a financial institution (including most banks, savings and
loan associations and brokerage houses) which is a participant in the Securities
Transfer Agents Medallion Program, the New York Stock Exchange Medallion Program
or the Stock Exchange Medallion Program (an "Eligible Institution"). See
Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND LASMO ADSS. LASMO ADRs
evidencing LASMO ADSs or confirmation of a book-entry transfer of such LASMO
ADSs into the US Depositary's account at a Book-Entry Transfer Facility, as well
as a properly completed and duly executed Letter of Transmittal (or a manually
signed facsimile thereof) together with any required signature guarantees or, in
the case of a book-entry transfer, an Agent's Message and any other documents
required by this Letter of Transmittal, must be delivered to the US Depositary
at one of its addresses set forth herein.
If a holder of LASMO ADSs wishes to accept the Offer and LASMO ADRs
evidencing such LASMO ADSs are not immediately available or the procedures for
book-entry transfer cannot be completed on a timely basis, or if time will not
permit all required documents to reach the US Depositary while the Offer remains
open for acceptances, such holder's acceptance of the Offer may be effected by
following the guaranteed delivery procedure specified in paragraph 12(h) of Part
B of Appendix I to the Offer Document. Pursuant to the guaranteed delivery
procedures (a) acceptance must be made by or through an Eligible Institution,
(b) a properly completed and duly executed Notice of Guaranteed Delivery
substantially in the form provided by the Offeror must be received by the US
Depositary while the Offer remains open for acceptance and (c) LASMO ADRs
evidencing the LASMO ADSs in respect of which the Offer is being accepted (or,
in the case of LASMO ADSs held in book-entry form, timely confirmation of the
book-entry transfer of such LASMO ADSs into the US Depositary's account at a
Book-Entry Transfer Facility as described in the Offer Document) together with a
properly completed and duly executed Letter of Transmittal (or a manually signed
facsimile thereof) with any required signature guarantees or, in the case of a
book-entry transfer, an Agent's Message and any other documents required by this
Letter of Transmittal, are received by the US Depositary within three New York
Stock Exchange business days.
THE METHOD OF DELIVERY OF LASMO ADSS EVIDENCED BY LASMO ADRS AND ALL OTHER
REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE HOLDERS OF LASMO ADSS
ACCEPTING THE OFFER AND THE DELIVERY WILL BE MADE ONLY WHEN ACTUALLY RECEIVED BY
THE US DEPOSITARY (INCLUDING, IN THE CASE OF BOOK-ENTRY TRANSFER, BY BOOK-ENTRY
CONFIRMATION). IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent acceptance will be accepted and
no fractional LASMO ADSs will be purchased. All accepting LASMO ADS holders, by
execution of this Letter of Transmittal, waive any right to receive any notice
of the acceptance of their LASMO ADSs for payment.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the
serial numbers of the LASMO ADRs and/or the number of LASMO ADSs should be
listed on a separate schedule attached hereto.
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4. PARTIAL ACCEPTANCES (NOT APPLICABLE TO BOOK-ENTRY TRANSFERS). If the
Offer is to be accepted in respect of less than all of the LASMO ADSs evidenced
by any LASMO ADRs delivered to the US Depositary herewith, fill in the number of
LASMO ADSs in respect of which the Offer is being accepted in the box entitled
"Number of ADSs Tendered." In such case, a new LASMO ADR for the remainder of
the LASMO ADSs (in respect of which the Offer is not being accepted) represented
by the old LASMO ADR will be sent to the registered holder as promptly as
practicable following the date on which the LASMO ADSs in respect of which the
Offer has been accepted are purchased.
The Offer will be deemed to have been accepted in respect of all LASMO ADSs
evidenced by LASMO ADRs delivered to the US Depositary unless otherwise
indicated. In the case of partial acceptances, LASMO ADSs in respect of which
the Offer was not accepted will not be reissued to a person other than the
registered holder.
5. SIGNATURE ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the LASMO
ADSs in respect of which the Offer is being accepted hereby, the signature(s)
must correspond with the name(s) as written on the face of the certificates
without any change whatsoever.
If any of the LASMO ADSs evidenced by LASMO ADRs in respect of which the
Offer is being accepted hereby are owned of record by two or more owners, all
such owners must sign this Letter of Transmittal.
If any of the LASMO ADSs in respect of which the Offer is being accepted
are registered in different names on different LASMO ADRs, it will be necessary
to complete, sign and submit as many separate Letters of Transmittal as there
are different registrations of LASMO ADRs.
If this Letter of Transmittal or any LASMO ADRs 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 submit proper evidence satisfactory
to the Offeror of their authority to so act.
When this Letter of Transmittal is signed by the registered holder(s) of
the LASMO ADSs listed and transmitted hereby, no endorsements of certificates or
separate stock powers are required unless payment of the purchase price is to be
issued to a person other than the registered holder(s). Signatures on such LASMO
ADRs or stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the LASMO ADSs listed, LASMO ADRs must be endorsed or
accompanied by appropriate stock powers signed exactly as the name(s) of the
registered holder(s) appear(s) on LASMO ADRs evidencing such LASMO ADSs.
Signatures on such LASMO ADRs or stock powers must be guaranteed by an Eligible
Institution.
6. STOCK TRANSFER TAXES. The Offeror will pay or cause to be paid any
stock transfer taxes with respect to the transfer and sale to it or its order of
LASMO ADSs evidenced by LASMO ADRs pursuant to the Offer. If, however, payment
of the purchase price is to be made to any persons other than the registered
holder(s), or if LASMO ADSs in respect of which the Offer is being accepted are
registered in the name of any person other than the person(s) signing this
Letter of Transmittal, the amount of any stock transfer taxes (whether imposed
on the registered holder(s) or such person(s)) 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 exemption therefrom is
submitted.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to LASMO ADRs listed in this Letter of
Transmittal.
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7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If the check for the
purchase price or the certificate representing Amerada Hess Shares is to be
issued in the name of a person other than the signer of this Letter of
Transmittal or if the check for the purchase price and/or the certificate
representing Amerada Hess Shares are to be sent and/or any LASMO ADRs evidencing
LASMO ADSs in respect of which the Offer is not being accepted or which are not
purchased are to be returned to a person other than the signer of this Letter of
Transmittal or to an address other than that shown on the reverse, the boxes
labeled "Special Payment Instructions" and/or "Special Delivery Instructions" on
this Letter of Transmittal should be completed.
8. POUNDS STERLING PAYMENT ELECTION. If the check for a cash payment is
to be issued in pounds sterling, please check the box marked "Pounds Sterling
Payment Election." If you do not check such box all cash payments payable
pursuant to the Offer will be paid in US dollars in an amount converted from
pounds sterling to US dollars at the exchange rate obtainable by the US
Depositary on the spot market in London at approximately 12:00 noon (London
time) on the date the cash consideration is made available by the Offeror to the
US Depositary for delivery to holders of LASMO ADSs.
9. MIX AND MATCH ELECTION. To elect to vary the proportion in which you
receive Amerada Hess Shares and cash in respect of your holding of LASMO ADSs:
(a) you should insert in the box entitled "Mix and Match Election" the number of
LASMO ADSs in respect of which you wish to receive additional Amerada Hess
Shares or (b) you should insert in the box entitled "Mix and Match Election" the
number of LASMO ADSs in respect of which you wish to receive additional cash.
You must also complete the box entitled "Number of ADSs Tendered." The number
inserted in the box entitled "Mix and Match Election" must not exceed the number
inserted in the box entitled "Number of ADSs Tendered." If the number in the box
entitled "Mix and Match Election" exceeds the number in the box entitled "Number
of ADSs Tendered," you will be deemed to have made an election in respect of
your entire holding of LASMO ADSs (as set out in the box entitled "Number of
ADSs Tendered") to receive Amerada Hess Shares or cash as appropriate. If the
elections cannot be satisfied in full, they will be scaled down on a pro rata
basis.
10. WAIVER OF CONDITIONS. The Offeror reserves the absolute right in its
sole discretion to waive any of the specified conditions of the Offer, in whole
or in part, to the extent permitted by applicable law including the rules of the
City Code and the Exchange Act.
11. 31% US BACKUP WITHHOLDING. In order to avoid backup withholding of US
federal income tax on any payment received upon the surrender of LASMO ADSs
pursuant to the Offer, a LASMO ADS holder must, unless an exemption applies,
provide the US Depositary with his or her correct Taxpayer Identification Number
("TIN") on Substitute Form W-9 on this Letter of Transmittal and certify, under
penalties of perjury, that such number is correct and that he or she is not
subject to backup withholding. If the correct TIN is not provided, a $50 penalty
may be imposed by the Internal Revenue Service ("IRS") and payments made in
exchange for the surrendered LASMO ADSs may be subject to backup withholding. If
backup withholding applies, the US Depositary is required to withhold 31% of any
payment made pursuant to the Offer.
Exempt persons (including, among others, corporations) are not subject to
backup withholding. A foreign individual or foreign entity may qualify as an
exempt person by submitting a statement (on IRS Form W-8), signed under
penalties of perjury, certifying such person's foreign status. IRS Form W-8 can
be obtained from the US Depositary. A LASMO ADS holder should consult his or her
tax advisor as to his or her qualification for an exemption from backup
withholding and the procedure for obtaining such exemption.
Backup withholding is not an additional US federal income tax. Rather, the
US federal income tax liability of persons subject to backup withholding will be
reduced by the amount of such tax withheld. If backup withholding results in an
overpayment of taxes, a refund may be applied for from the IRS.
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<PAGE> 13
For additional guidance, see the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9.
12. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests
for assistance or additional copies of the Offer Document, this Letter of
Transmittal, the Notice of Guaranteed Delivery and the Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 may be
directed to the US Depositary at the address and telephone number set forth
above, to the Information Agent at the address and telephone numbers set forth
below, or to the UK Receiving Agent at the appropriate address and telephone
number set forth in the Offer Document.
13. LOST, DESTROYED OR STOLEN CERTIFICATES. If any LASMO ADR evidencing
LASMO ADSs has been lost, destroyed or stolen, the holder thereof should
promptly notify the US Depositary by checking the box immediately preceding the
special payment/special delivery instructions boxes and indicating the number of
LASMO ADSs evidenced by such lost, destroyed or stolen LASMO ADRs. The holder
thereof will then be instructed as to the steps that must be taken in order to
replace such LASMO ADRs. This Letter of Transmittal and related documents cannot
be processed until the procedures for replacing lost, destroyed or stolen LASMO
ADRs have been followed.
14. HOLDERS OF LASMO SHARES NOT REPRESENTED BY LASMO ADSS. Holders of
LASMO Shares have been sent a Form of Acceptance with the Offer Document and may
not accept the Offer in respect of LASMO Shares pursuant to this Letter of
Transmittal except insofar as those shares are represented by LASMO ADSs. If any
holder of LASMO Shares which are not represented by LASMO ADSs needs to obtain a
copy of a Form of Acceptance, such holder should contact the UK Receiving Agent
at the appropriate address and telephone number set forth in the Offer Document
or the Information Agent.
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TO BE COMPLETED BY ALL TENDERING ADS HOLDERS
<TABLE>
<S> <C> <C>
---------------------------------------------------------------------------------------------------------------------------------
PAYER'S NAME: THE BANK OF NEW YORK, AS DEPOSITARY
---------------------------------------------------------------------------------------------------------------------------------
PART 1 -- PLEASE PROVIDE YOUR TIN IN THE Social Security Number or
SUBSTITUTE BOX AT RIGHT AND CERTIFY BY SIGNING AND Employer Identification Number
FORM W-9 DATING BELOW.
-------------------------------
----------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C>
DEPARTMENT OF THE
TREASURY
INTERNAL REVENUE SERVICE PART 2 -- If you are exempt from backup PART 3 -- If your are awaiting TIN,
PAYER'S REQUEST FOR TAXPAYER withholding, please check the box: [ ] check box: [ ]
IDENTIFICATION NUMBER ("TIN")
AND CERTIFICATION
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
PART 4 -- CERTIFICATION -- Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me), and
(2) I am not subject to backup withholding because (i) I am exempt from
backup withholding, (ii) I have not been notified by the Internal
Revenue Service (the "IRS") that I am subject to backup withholding as a
result of a failure to report all interest and dividends, or (iii) the
IRS has notified me that I am no longer subject to backup withholding.
CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you have
been notified by the IRS that you are subject to backup withholding because of
under-reporting interest or dividends on your tax return. However, if after
being notified by the IRS that you were subject to backup withholding, you
received another certification from the IRS that you are no longer subject to
backup withholding, do not cross out such Item (2).
--------------------------------------------------------------------------------
SIGNATURE
---------------------------------------------------------------------
DATED
--------------------------------------------------------------------------
NAME (Please Print)
-----------------------------------------------------------
ADDRESS
-----------------------------------------------------------------------
CITY, STATE AND ZIP CODE
------------------------------------------------------
--------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
NOTE: YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
PART 3 OF THE SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration office or (2)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number by the time of payment, 31%
of all reportable cash payments made to me thereafter will be withheld until I
provide a taxpayer identification number.
Signature Dated 2000
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THE INFORMATION AGENT FOR THE OFFER IS:
D.F. KING & CO., INC.
Questions or requests for assistance may be directed to:
<TABLE>
<S> <C>
UNITED KINGDOM UNITED STATES
2 London Wall Buildings, 77 Water Street,
2nd Floor 20th Floor
London Wall New York,
London EC2M 5PP New York 10005
Freephone: 0800 169 6962 Toll-Free: +1 (800) 628 8536
Collect: +44 (0)20 7920 9700 Collect: +1 (212) 269 5550
</TABLE>
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