EXHIBIT 99.5
PENTACON, INC.
OFFER TO EXCHANGE
ITS
12 1/4% SENIOR SUBORDINATED NOTES DUE 2009, SERIES B
FOR ANY AND ALL OF ITS
12 1/4% SENIOR SUBORDINATED NOTES DUE 2009, SERIES A
To Our Clients:
Enclosed for your consideration are the Prospectus dated ________________,
1999 (the "Prospectus") and the related Letter of Transmittal (which together
with the Prospectus constitute the "Exchange Offer") in connection with the
offer by Pentacon, Inc., a Delaware corporation (the "Company"), to exchange
its outstanding 12 1/4% Senior Subordinated Notes due 2009, Series A (the
"Exchange Notes") for any and all of the outstanding 12 1/4% Senior
Subordinated Notes due 2009, Series B (the "Old Notes"), upon the terms and
subject to the conditions set forth in the Exchange Offer.
We are the Registered Holders of Old Notes held for your account. An
exchange of the Old Notes can be made only by us as the Registered Holders and
pursuant to your instructions. The Letter of Transmittal is furnished to you for
your information only and cannot be used by you to exchange the Old Notes held
by us for your account. The Exchange Offer provides a procedure for holders to
tender by means of guaranteed delivery.
We request information as to whether you wish us to exchange any or all of
the Old Notes held by us for your account upon the terms and subject to the
conditions of the Exchange Offer.
Your attention is directed to the following:
1. The Exchange Notes will be exchanged for the Old Notes at the rate
of $1,000 principal amount of Exchange Notes for each $1,000 principal
amount of Old Notes. Interest on the Notes will accrue at the rate of
12 1/4% per annum and will be payable semi-annually on each April 1 and
October 1 commencing October 1, 1999, to the holders of record of Notes at
the close of business on the March 15 and September 15, respectively,
immediately preceding such interest payment date. Interest on the Notes
will accrue from the most recent date to which interest has been paid or,
if no interest has been paid, from the original date of issuance. Interest
will be computed on the basis of a 360-day year comprised of twelve 30-day
months. The form and terms of the Exchange Notes are identical in all
material respects to the form and terms of the Old Notes, except that (i)
the offering of the Exchange Notes has been registered under the Securities
Act of 1933, as amended (the "Securities Act"), (ii) the Exchange Notes
will not be subject to transfer restrictions and (iii) certain provisions
relating to an increase in the stated interest rate on the Old Notes
provided for under certain circumstances will be eliminated.
2. Based on an interpretation by the staff of the Securities and
Exchange Commission, Exchange Notes issued pursuant to the Exchange Offer
in exchange for Old Notes may be offered for resale, resold and otherwise
transferred by holders thereof (other than any such holder which is an
"affiliate" of the Company within the meaning of Rule 405 under the
Securities Act or a "broker" or "dealer" registered under the
Securities Exchange Act of 1934, as amended) without compliance with the
registration and prospectus delivery provisions of the Securities Act,
provided that such Exchange Notes are acquired in the ordinary course of
such holders' business and such holders have no arrangement or
understanding with any person to participate in the distribution of such
Exchange
Notes. See the discussion in the Prospectus under "The Exchange
Offer -- Purpose and Effect of the Exchange Offer."
3. The Exchange Offer is not conditioned on any minimum principal
amount of Old Notes being tendered.
4. Notwithstanding any other term of the Exchange Offer, the Company
will not be required to accept for exchange, or exchange Exchange Notes
for, any Old Notes not theretofore accepted for exchange, and may terminate
or amend the Exchange Offer as provided herein before the acceptance of
such Old Notes, if any of the conditions described in the Prospectus under
"The Exchange Offer -- Conditions to the Exchange Offer" exist.
5. Tendered Old Notes may be withdrawn at any time prior to 5:00
p.m., New York City time, on ___________________________, 1999.
6. Any transfer taxes applicable to the exchange of the Old Notes
pursuant to the Offer will be paid by the Company, except as otherwise
provided in the Prospectus under "The Exchange Offer -- Solicitation of
Tenders; Fees and Expenses" and in Instruction 9 of the Letter of
Transmittal.
If you wish to have us tender any or all of your Old Notes, please so
instruct us by completing, detaching and returning to us the instruction form
attached hereto. An envelope to return your instructions is enclosed. If you
authorize a tender of your Old Notes, the entire principal amount of Old Notes
held for your account will be tendered unless otherwise specified on the
instruction form. Your instructions should be forwarded to us in ample time to
permit us to submit a tender on your behalf by the Expiration Date.
The Exchange Offer is not being made to, nor will tenders be accepted from
or on behalf of, holders of the Old Notes in any jurisdiction in which the
making of the Exchange Offer or acceptance thereof would not be in compliance
with the laws of such jurisdiction or would otherwise not be in compliance with
any provision of any applicable security law.
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