EXHIBIT 2
[Petroleum Heat and Power Co, Inc. Letterhead]
December 7, 1994
VIA FAX (000) 000-0000
FRC Shareholders
c/o First Reserve Corporation
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxxx
Gentlemen:
Please refer to the Shareholder Put/Call Agreement entered into
as of December 21, 1993 among Petroleum Heat and Power Co., Inc., the
Prudential Insurance Company of America and the FRC Shareholders, as defined
therein.
Petro hereby exercises its option to purchase all shares of
common stock and 8% cumulative convertible preferred stock of Star Gas
Corporation owned by the FRC Shareholders. Xxxxx is this date making wire
transfers of $452,317.04 in immediately available funds to accounts previously
designated by you and has instructed Chemical Bank, the transfer agent for its
Class A Common Stock to issue the following shares of Class A Common Stock for
delivery to you today:
American Gas & Oil Investors 312,450 shares
AmGo II 202,174 shares
AmGo III 23,457 shares
First Reserve Secured Energy 88,158 shares
Assets Fund, L.P.
FRC Star Gas Inc. 342,071 shares
Sincerely yours,
PETROLEUM HEAT AND
POWER CO., INC.
By /s/ Xxxxxx Xxxxxxxxx
Xxxxxx Xxxxxxxxx
Senior Vice President
1
