<PAGE>
LETTER OF TRANSMITTAL
for tender of
127/8% Senior Secured Notes due 2000
CUSIP No. 291714AC7
Pursuant to the Offer to Exchange
Dated November 2, 2000
by
ALL STAR GAS CORPORATION
(formerly known as Empire Gas Corporation)
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THIS OFFER WILL EXPIRE AT 5:00 P.M., EASTERN STANDARD TIME, ON DECEMBER 1,
2000, UNLESS EXTENDED (THE "EXPIRATION DATE"). HOLDERS OF NOTES (AS DEFINED
BELOW) MUST TENDER THEIR NOTES ON OR PRIOR TO THE EXPIRATION DATE IN ORDER TO
RECEIVE THE OFFER CONSIDERATION (AS DEFINED BELOW). TENDERED NOTES MAY BE
WITHDRAWN AT ANY TIME ON OR PRIOR TO THE EXPIRATION DATE.
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The Exchange Agent for the Offer is:
STATE STREET BANK AND TRUST COMPANY
By Hand, Registered Mail or Overnight Courier:
State Street Bank and Trust Company
Corporate Trust Department
2 Avenue de Lafayette
5th Floor
Boston, MA
Attention: Meaghan Haight
Confirm by Telephone:
(860) 244-1849
DELIVERY OF THIS LETTER OF TRANSMITTAL ("LETTER OF TRANSMITTAL") TO AN
ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
HOLDERS THAT TENDER BY BOOK-ENTRY TRANSFER IN ACCORDANCE WITH DTC'S ATOP
PROCEDURES FOR TRANSFER WILL SEND AN AGENT'S MESSAGE PURSUANT TO DTC'S
PROCEDURES IN LIEU OF COMPLETING THIS LETTER OF TRANSMITTAL.
All capitalized terms used herein and not defined shall have the meaning
ascribed to them in the Offer to Exchange (as defined below).
All Star Gas Corporation (formerly known as Empire Gas Corporation), a
Missouri corporation ("All Star" or "Company"), upon the terms and subject to
the conditions set forth in the Offer to Exchange (the "Offer to Exchange") and
in this Letter of Transmittal (the "Letter of Transmittal" which, together with
the Offer to Exchange, constitutes the "Offer"), hereby offers to exchange an
aggregate principal amount of $50,880,000 of its 11% Senior Secured Notes due
2003 (the "New Notes" or "Offer Consideration") for a like principal amount of
its issued and outstanding 127/8% Senior Secured Notes due 2000 (the "Old
Notes" or "Notes"). All Star's obligation to accept for exchange Old Notes
validly tendered pursuant to the Offer to Exchange is subject to certain
conditions, including, without limitation, the tender of 100% of the aggregate
principal amount of the Old Notes outstanding and not owned by All Star and its
affiliates.
This Letter of Transmittal is to be used by Holders of Notes if: (i)
certificates representing Notes are to be physically delivered to the Exchange
Agent herewith by such Holders; (ii) tender of 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 under the caption "THE
EXCHANGE OFFER -- Book-Entry Delivery Procedures" in the
<PAGE>
Offer to Exchange; or (iii) tender of Notes is to be made according to the
guaranteed delivery procedures set forth under the caption "THE EXCHANGE OFFER
-- Guaranteed Delivery Procedures" in the Offer to Exchange; and, in each case,
instructions are not being transmitted through the DTC Automated Tender Offer
Program ("ATOP").
Holders of Notes that are tendering by book-entry transfer to the Exchange
Agent's account at DTC can execute the tender through ATOP for which the
transaction will be eligible. DTC participants that are accepting the Offer
must transmit their acceptance to DTC which will verify the acceptance and
execute a book-entry delivery to the Exchange Agent's account at DTC. DTC will
then send an Agent's Message to the Exchange Agent for its acceptance. Delivery
of the Agent's Message by DTC will satisfy the terms of the Offer as to
execution and delivery of a Letter of Transmittal by the participant identified
in the Agent's Message. DTC participants may also accept the Offer by
submitting a notice of guaranteed delivery through ATOP.
Delivery of documents to DTC does not constitute delivery to the Exchange
Agent.
If a Holder desires to tender Notes pursuant to the Offer and time will
not permit this Letter of Transmittal, certificates representing such Notes and
all other required documents to reach the Exchange Agent, or the procedures for
book-entry transfer cannot be completed, on or prior to the Expiration Date,
then such Holder must tender such Notes according to the guaranteed delivery
procedures set forth under the caption "THE EXCHANGE OFFER -- Guaranteed
Delivery Procedures" in the Offer to Exchange. See Instruction 2.
The undersigned should complete, execute and deliver this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Offer.
2
<PAGE>
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TENDER OF NOTES
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/ / CHECK HERE IF TENDERED NOTES ARE ENCLOSED HEREWITH
/ / CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE
THE FOLLOWING (ONLY PARTICIPANTS IN DTC MAY DELIVER NOTES BY BOOK-ENTRY
TRANSFER):
Name of Tendering Institution:
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Account Number:
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Transaction Code Number:
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/ / CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Holder(s):
------------------------------------------
Window Ticket Number (if any):
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Date of Execution of Notice of Guaranteed Delivery:
-----------------------
Name of Eligible Institution that Guaranteed Delivery:
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List below the Notes to which this Letter of Transmittal relates. If the
space provided is inadequate, list the certificate numbers and principal
amounts on a separately executed schedule and affix the schedule to this Letter
of Transmittal.
<TABLE>
<CAPTION>
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DESCRIPTION OF 12 7/8% SENIOR SECURED NOTES DUE 2000
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Name(s) and Address(es) of Registered Holder(s) Principal Amount
or Name of DTC Participant and Participant's Aggregate Tendered and as to
DTC Account Number in which Notes are Held Certificate Principal which Consents
(Please fill in if blank) Number(s)* Amount Represented are Given**
<S> <C> <C> <C>
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Total Principal
Amount of Notes
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* Need not be completed by Holders tendering by book-entry transfer.
** Any tendering Holder will be deemed to have tendered the entire aggregate
principal represented by the Notes described in this column. See Instruction
4. Tendering Holders who validly tender their Notes pursuant to the Offer on
or prior to 5:00 p.m., Eastern Standard time, on the Expiration Date will
receive the Offer Consideration.
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</TABLE>
The names and addresses of the registered Holders should be printed, if
not already printed above, exactly as they appear on the Notes tendered hereby.
The Notes and the principal amount of Notes that the undersigned wishes to
tender should be indicated in the appropriate boxes.
3
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to All Star Gas Corporation (formerly
Empire Gas Corporation) ("All Star" or the "Company"), upon the terms and
subject to the conditions set forth in its Offer to Exchange dated November 2,
2000 (the "Offer to Exchange"), receipt of which is hereby acknowledged and in
accordance with this Letter of Transmittal ("Letter of Transmittal" which,
together with the Offer to Exchange, constitutes the "Offer"), the principal
amount of Notes indicated in the table above entitled "Description of 127/8%
Senior Secured Notes due 2000" under the column heading "Principal Amount
Tendered" with respect to the aggregate principal amount of such Notes.
Subject to, and effective upon, the acceptance for exchange of the
principal amount of Notes tendered herewith in accordance with the terms and
subject to the conditions of the Offer, the undersigned hereby sells, assigns
and transfers to, or upon the order of, All Star, all right, title and interest
in and to all of the Notes tendered hereby. The undersigned hereby irrevocably
releases and waives any and all claims it, its successors and its assigns have
or may have had against All Star, its subsidiaries, its affiliates and its
stockholders, and or the directors, officers, employees, attorneys,
accountants, advisors, agents and representatives, in each case whether current
or former, of All Star, its affiliates and its stockholders, arising from,
related to, or in connection with, the undersigned's acquisition or ownership
of the Notes, whether these claims arise under federal or state securities laws
or otherwise. The undersigned hereby irrevocably constitutes and appoints the
Exchange Agent the true and lawful agent and attorney-in-fact of the
undersigned (with full knowledge that the Exchange Agent also acts as the agent
of All Star) with respect to such Notes, with full powers of substitution and
revocation (such power of attorney being deemed to be an irrevocable power
coupled with an interest) to (i) present such Notes and all evidences of
transfer and authenticity to, or transfer ownership of, such Notes on the
account books maintained by DTC to, or upon the order of, All Star, (ii)
present such Notes for transfer of ownership on the books of All Star, (iii)
receive all benefits and otherwise exercise all rights of beneficial ownership
of such Notes and (iv) deliver to All Star and the Trustee this Letter of
Transmittal in accordance with the terms and conditions of the Offer as
described in the Offer to Exchange.
The undersigned understands that tenders of Notes pursuant to the Offer
may be withdrawn at any time prior to the Expiration Date. In the event of a
termination of the Offer, the Notes tendered pursuant to the Offer will be
returned to the tendering Holders promptly (or, in the case of Notes tendered
by book-entry transfer, such Notes will be credited to the account maintained
at DTC from which such Notes were delivered). If All Star makes a material
change in the terms of the Offer or the information concerning the Offer, All
Star will disseminate additional Offer material and extend such Offer to the
extent required by law. If the Offer is amended prior to the Expiration Date in
a manner determined by All Star to constitute a material adverse change to the
Holders, All Star promptly will disclose such amendment and, if necessary,
extend the Offer for a period deemed by All Star to be adequate to permit
Holders to withdraw their Notes.
The undersigned understands that tenders of Notes pursuant to any of the
procedures described in the Offer to Exchange and in the instructions hereto
and acceptance of such Notes by All Star will constitute a binding agreement
between the undersigned and All Star upon the terms and subject to the
conditions of the Offer. For purposes of the Offer, the undersigned understands
that validly tendered Notes (or defectively tendered Notes with respect to
which All Star has, or has caused to be, waived such defect) will be deemed to
have been accepted by All Star, if, as and when All Star gives oral or written
notice thereof to the Exchange Agent.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Notes
tendered hereby, and that when such tendered Notes are accepted for exchange by
All Star, All Star will acquire good title thereto, free and clear of all
liens, restrictions, charges and encumbrances and not subject to any adverse
claim or right. The undersigned will, upon request, execute and deliver any
additional documents deemed by the Exchange Agent or by All Star to be
necessary or desirable to complete the exchange of the Notes tendered hereby.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall not be affected by, and shall survive, the death or
incapacity of the undersigned, and any obligation of the undersigned hereunder
shall be binding upon the heirs, executors, administrators, trustees in
bankruptcy, personal and legal representatives, successors and assigns of the
undersigned.
4
<PAGE>
The undersigned understands that the delivery and surrender of any Notes
is not effective, and the risk of loss of the Notes does not pass to the
Exchange Agent, until receipt by the Exchange Agent of this Letter of
Transmittal, properly completed and duly executed, together with all
accompanying evidences of authority and any other required documents in form
satisfactory to All Star. All questions as to the form of all documents and the
validity (including time of receipt) and acceptance of tenders and withdrawals
of Notes will be determined by All Star, in its sole discretion, which
determination shall be final and binding.
Unless otherwise indicated herein under "A. Special Issuance/Delivery
Instruction" the undersigned hereby request(s) that any Offer Consideration to
be made in connection with the Offer be issued and delivered to the
undersigned.
In the event that the "A. Special Issuance/Delivery Instructions" box is
completed, the undersigned hereby request(s) that the Offer Consideration to be
made in connection with the Offer be issued in the name(s) of, and be delivered
to, the person(s) at the address(es) therein indicated.
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A. SPECIAL ISSUANCE/DELIVERY
INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)
To be completed ONLY if Offer Consideration is to be
issued and sent to someone other than the person(s)
whose signature(s) appear(s) within this Letter of
Transmittal or to an address different from that shown
in the box entitled "Description of 12 7/8% of Senior
Secured Notes due 2000" within this Letter of
Transmittal.
Name:----------------------------
(Please print)
Address:--------------------------
(Please print)
---------------------------------
---------------------------------
(Zip Code)
---------------------------------
(Tax Identification or Social Security Number)
(See Substitute Form W-9 herein)
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5
<PAGE>
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PLEASE SIGN HERE
(To be completed by all tendering Holders of Notes
regardless of whether Notes are being physically delivered herewith)
This Letter of Transmittal must be signed by the registered Holder(s)
exactly as name(s) appear(s) on certificate(s) for Note(s) or, if tendered by
a participant in DTC, exactly as such participant's name appears on a security
position listing as owner of Notes, or by person(s) authorized to become
registered Holder(s) by endorsements and documents transmitted herewith. If
signature is by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, please set forth full title and see Instruction 5.
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Signature(s) of Registered Holder(s) or Authorized Signatory
(See guarantee requirement below)
Dated-------------------------------------------------------------------------
Name(s)-----------------------------------------------------------------------
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(Please print)
Capacity----------------------------------------------------------------------
Address-----------------------------------------------------------------------
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(including Zip Code)
Area Code and Tel.
Number
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Tax Identification or Social Security No.
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(Complete Accompanying Substitute Form W-9)
Medallion Signature Guarantee
(If Required -- See Instructions 1 and 5)
Authorized Signature ---------------------------------------------------------
Name of Firm -----------------------------------------------------------------
[place seal here]
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6
<PAGE>
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Signature Guarantees. Signatures on this Letter of Transmittal must be
guaranteed by a Medallion Signature Guarantor (as defined in the Offer to
Exchange), unless the Notes tendered hereby are tendered (i) by a registered
Holder of Notes (or by a participant in DTC whose name appears on a security
position listing as the owner of such Notes) who has not completed the box
entitled "Special Issuance Delivery Instructions" on this Letter of Transmittal
or (ii) for the account of a member firm of a registered national securities
exchange, a member of the National Association of Securities Dealers, Inc.
("NASD") or a commercial bank or trust company having an office or
correspondent in the United States (each of the foregoing being referred to as
an "Eligible Institution"). If the Notes are registered in the name of a person
other than the signer of this Letter of Transmittal, then the signatures on
this Letter of Transmittal accompanying the tendered Notes must be guaranteed
by a Medallion Signature Guarantor as described above. See Instruction 5.
2. Delivery of Letter of Transmittal and Notes. This Letter of Transmittal
is to be completed by Holders of Notes if: (i) certificates representing Notes
are to be physically delivered to the Exchange Agent herewith by such Holders;
(ii) tender of Notes is to be made by book-entry transfer to the Exchange
Agent's account at DTC pursuant to the procedures set forth under the caption
"THE EXCHANGE OFFER -- Book-Entry Delivery Procedures" in the Offer to
Exchange; or (iii) tender of Notes is to be made according to the guaranteed
delivery procedures set forth under the caption "THE EXCHANGE OFFER --
Guaranteed Delivery Procedures" in the Offer to Exchange; and instructions are
not being transmitted through ATOP. All physically delivered Notes, or a
confirmation of a book-entry transfer into the Exchange Agent's account at DTC
of all Notes delivered electronically, as well as a properly completed and duly
executed 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 on or prior to the Expiration Date, or the tendering Holder must comply
with the guaranteed delivery procedures set forth below. Delivery of documents
to DTC does not constitute delivery to the Exchange Agent.
If a Holder desires to tender Notes pursuant to the Offer and time will
not permit this Letter of Transmittal, certificates representing such Notes and
all other required documents to reach the Exchange Agent, or the procedures for
book-entry transfer cannot be completed, on or prior to the Expiration Date,
then such Holder must tender such Notes pursuant to the guaranteed delivery
procedures set forth under the caption "THE EXCHANGE OFFER -- Guaranteed
Delivery Procedures" in the Offer to Exchange. Pursuant to such procedures, (i)
such tender must be made by or through an Eligible Institution, (ii) a properly
completed and duly executed Notice of Guaranteed Delivery, substantially in the
form provided by All Star, or an Agent's Message with respect to guaranteed
delivery that is accepted by All Star, must be received by the Exchange Agent,
either by hand delivery, registered or certified mail on or prior to 5:00 p.m.,
Eastern Standard time, on the Expiration Date and (iii) the certificates for
all tendered Notes, in proper form for transfer (or confirmation of a
book-entry transfer of all Notes delivered electronically into the Exchange
Agent's account at DTC pursuant to the procedures for such transfer set forth
in the Offer to Exchange), together with a properly completed and duly executed
Letter of Transmittal and any other documents required by this Letter of
Transmittal or a properly transmitted Agent's Message, must be received by the
Exchange Agent within three NYSE trading days after the date of the execution
of the Notice of Guaranteed Delivery.
The method of delivery of this Letter of Transmittal, the Notes, any
required signature guarantees and all other required documents for Notes in
physical certificated form and delivery through DTC and any acceptance of an
Agent's Message transmitted through ATOP for Notes in book-entry form, is at
the election and risk of the tendering Holder and, except as otherwise provided
in Instruction 2 of this Letter of Transmittal, delivery will be deemed made
only when actually received by the Exchange Agent. If delivery is by mail, it
is suggested that the Holder use properly insured, registered mail with return
receipt requested, and that the mailing be made sufficiently in advance of the
Expiration Date to permit delivery to the Exchange Agent on or prior to such
date.
7
<PAGE>
No alternative, conditional or contingent tenders will be accepted. All
tendering Holders, by execution of this Letter of Transmittal (or a facsimile
thereof), waive any right to receive any notice of the acceptance of their
Notes for exchange.
3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and/or the principal amount represented by Notes should be
listed on a separate signed schedule attached hereto.
4. Partial Tenders. Partial tenders of Notes will not be accepted. The
entire principal amount that is represented by Notes delivered to the Exchange
Agent will be deemed to have been tendered, unless otherwise indicated.
5. Signatures on Letter of Transmittal, Instruments of Transfer and
Endorsements. If this Letter of Transmittal is signed by the registered Holders
of the Notes tendered hereby, the signatures must correspond with the name(s)
as written on the face of the certificate(s) without alteration, enlargement or
any change whatsoever. If this Letter of Transmittal is signed by a participant
in DTC whose name is shown as the owner of Notes tendered hereby, the signature
must correspond with the name shown on the security position listing as the
owner of the Notes.
If any of the Notes tendered hereby are registered in the name of two or
more Holders, all such Holders must sign this Letter of Transmittal. If any of
the Notes tendered hereby are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal or any Notes or instrument of transfer is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
agent, officer of a corporation or other person acting in a fiduciary or
representative capacity, such person should so indicate when signing, and
proper evidence satisfactory to All Star of such person's authority to so act
must be submitted.
When this Letter of Transmittal is signed by the registered Holders of the
Notes listed and transmitted hereby, no endorsements of Notes or separate
instruments of transfer are required unless Offer Consideration is to be
issued, or Notes not tendered or exchanged are to be issued, to a person other
than the registered Holders, in which case signatures on such Notes or
instruments of transfer must be guaranteed by a recognized member of the
Medallion Signature Guarantee Program.
If this Letter of Transmittal is signed other than by the registered
Holders of the Notes listed, the Notes must be endorsed or accompanied by
appropriate instruments of transfer, in either case signed exactly as the name
or names of the registered Holders appear on the Notes and signatures on such
Notes or instruments of transfer are required and must be guaranteed by a
Medallion Signature Guarantor, unless the signature is that of an Eligible
Institution.
6. Special Issuance and Delivery Instructions. If Offer Consideration is
to be issued or delivered in the name of a person other than the signer of this
Letter of Transmittal, the "Special Issuance/Delivery Instructions" box on this
Letter of Transmittal should be completed. All Notes tendered by book-entry
transfer and not accepted for exchange will be returned by crediting the
account of DTC designated above as the account for which such Notes were
delivered.
7. Transfer Taxes. Except as set forth in this Instruction 7, All Star
will pay or cause to be paid any transfer taxes with respect to the transfer
and sale of Notes to it, or to its order, pursuant to the Offer. If payment of
the Offer Consideration is to be made to any persons other than the registered
owners, or if tendered Notes are registered in the name of any persons other
than the persons 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 other person will be deducted from the Offer
Consideration unless satisfactory evidence of the payment of such taxes or
exemption therefrom is submitted.
8
<PAGE>
8. Waiver of Conditions. The conditions of the Offer may be amended or
waived by All Star, in whole or in part, at any time and from time to time in
All Star's sole discretion, in the case of any Notes tendered.
9. Substitute Form W-9. Each tendering Holder (or other payee) is required
to provide the Exchange Agent with a correct taxpayer identification number
("TIN"), generally the Holder's Social Security or federal employer
identification number, and with certain other information, on Substitute Form
W-9, which is provided under "Important Tax Information" below, and to certify
that the Holder (or other payee) is not subject to backup withholding. Failure
to provide the information on the Substitute Form W-9 may subject the tendering
Holder (or other payee) to a $50 penalty imposed by the Internal Revenue
Service and 31% federal income tax backup withholding on the payment of the
Offer Consideration. The box in Part 3 of the Substitute Form W-9 may be
checked if the tendering Holder (or other payee) has not been issued a TIN and
has applied for a TIN or intends to apply for a TIN in the near future. If the
box in Part 3 is checked and the Exchange Agent is not provided with a TIN by
the time of payment, the Exchange Agent will withhold 31% on all such payments
of the Offer Consideration until a TIN is provided to the Exchange Agent.
10. Requests for Assistance or Additional Copies. Any questions or
requests for assistance or additional copies of the Offer to Exchange, this
Letter of Transmittal or the Notice of Guaranteed Delivery may be directed to
All Star at the telephone number and location listed in the Offer to Exchange.
A Holder may also contact such Holder's broker, dealer, commercial bank or
trust company or nominee for assistance concerning the Offer.
IMPORTANT: This Letter of Transmittal, together with Notes and all other
required documents or the Notice of Guaranteed Delivery, must be received on or
prior to the Expiration Date with respect to Holders wishing to receive the
Offer Consideration.
9
<PAGE>
IMPORTANT INFORMATION
Under federal income tax law, a Holder whose tendered Notes are accepted
for exchange is required to provide the Exchange Agent with such Holder's
current TIN on Substitute Form W-9 below. If such Holder is an individual, the
TIN is his or her Social Security number. If the Exchange Agent is not provided
with the correct TIN, the Holder or other payee may be subject to a $50 penalty
imposed by the Internal Revenue Service. In addition, any Offer Consideration
paid to such Holder or other payee with respect to Notes exchanged pursuant to
the Offer may be subject to 31% backup withholding tax.
Certain Holders (including, among others, all corporations, and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, that Holder must submit to the Exchange Agent a properly completed
Internal Revenue Service Form W-8 (a "Form W-8"), signed under penalties of
perjury, attesting to that individual's exempt status. A Form W-8 can be
obtained from the Exchange Agent. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional instructions.
If backup withholding applies, the Exchange Agent is required to withhold
31% of any Offer Consideration paid to the Holder or other payee. Backup
withholding is not an additional tax. Rather, the federal income tax liability
of persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the Internal Revenue Service.
Purpose of Substitute Form W-9
To prevent backup withholding on any Offer Consideration paid to a Holder
or other payee with respect to Notes exchanged pursuant to the Offer, the
Holder is required to notify the Exchange Agent of the Holder's current TIN (or
the TIN of any other payee) by completing the form below, certifying that the
TIN provided on Substitute Form W-9 is correct (or that such Holder is awaiting
a TIN), and that (i) the Holder has not been notified by the Internal Revenue
Service that the Holder is subject to backup withholding as a result of failure
to report all interest or dividends or (ii) the Internal Revenue Service has
notified the Holder that the Holder is no longer subject to backup withholding.
What Number to Give the Exchange Agent
The Holder is required to give the Exchange Agent the TIN (e.g., Social
Security number or Employer Identification Number) of the record owner of the
Notes. If the Notes are registered in more than one name or are not registered
in the name of the actual owner, consult the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9, for
additional guidance on which number to report.
10
<PAGE>
<TABLE>
<CAPTION>
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PAYER'S NAME: STATE STREET BANK AND TRUST COMPANY
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<S> <C> <C>
SUBSTITUTE Part 1 - PLEASE PROVIDE Social Security number(s) or
Form W-9 YOUR TIN IN THE BOX AT Employer Identification Number(s)
RIGHT AND CERTIFY BY
Department of the Treasury SIGNING AND DATING --------------------------
Internal Revenue Service BELOW.
Payer's Request for Taxpayer
Identification Number ("TIN")
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Part 2 - 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 for me), and
(2) I am not subject to backup withholding because (a) I am
exempt from backup withholding, or (b) I have not been
notified by the Internal Revenue Service (IRS) that I am
subject to backup withholding as a result of a failure to report
all interest or dividends, or (c) 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 currently subject to
backup withholding because of underreporting interest or dividends
on your tax return.
-------------------------------------------------------------------------
Signature--------------
Part 3 - Awaiting TIN o
Date -----------------
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</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY
IMPOSED BY THE INTERNAL REVENUE SERVICE AND BACKUP WITHHOLDING OF 31% OF
ANY OFFER CONSIDERATION PAID 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.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART
3 OF THE SUBSTITUTE FORM W-9.
11
<PAGE>
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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 Offer Consideration paid to me thereafter will be withheld until I
provide a taxpayer identification number.
---------------------- ----------------------
Signature Date
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All Star Gas Corporation
119 West Commercial Street
P.O. Box 303
Lebanon, MO 65536
(417) 532-3103
12
