EXHIBIT 99.3
THE BON-TON DEPARTMENT STORES, INC.
OFFER FOR ALL OUTSTANDING
10 1/4% SENIOR NOTES DUE 2014
IN EXCHANGE FOR
10 1/4% SENIOR NOTES DUE 2014
WHICH HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED
PURSUANT TO THE PROSPECTUS DATED __________, 2006
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON __________, 2006, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY
BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
To Securities Dealers, Brokers, Commercial Banks, Trust Companies and Other
Nominees:
The Bon-Ton Department Stores, Inc., a Pennsylvania corporation (the
"Company"), is offering to exchange an aggregate principal amount of up to
$510,000,000 of its 10 1/4% Senior Notes due 2014, referred to as the Exchange
Notes, for a like principal amount of its 10 1/4% Senior Notes due 2014,
referred to as the Original Notes, upon the terms and subject to the conditions
set forth in the Prospectus dated __________, 2006 and in the related Letter of
Transmittal and the instructions thereto.
Enclosed herewith are copies of the following documents:
1. The Prospectus;
2. The Letter of Transmittal for your use and for the information of
your clients, including a substitute Internal Revenue Service Form W-9 for
collection of information relating to backup federal income tax
withholding;
3. A Notice of Guaranteed Delivery to be used to accept the Exchange
Offer with respect to Original Notes in certificated form or Original Notes
accepted for clearance through the facilities of the Depository Trust
Company, or DTC, if (i) certificates for Original Notes are not immediately
available or all required documents are unlikely to reach the Exchange
Agent on or prior to the Expiration Date or (ii) a book-entry transfer
cannot be completed on a timely basis;
4. A form of letter which may be sent to your clients for whose
account you hold the Original Notes in your name or in the name of a
nominee, with space provided for obtaining such clients' instructions with
regard to the Exchange Offer; and
5. Return envelopes addressed to The Bank of New York, the Exchange
Agent for the Exchange Offer.
PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON __________, 2006, UNLESS EXTENDED. WE URGE YOU TO CONTACT YOUR
CLIENTS AS PROMPTLY AS POSSIBLE.
The Company has not retained any dealer-manager in connection with the
Exchange Offer and will not pay any fee or commission to any broker, dealer,
nominee or other person, other than the Exchange Agent, for soliciting tenders
of the Original Notes pursuant to the Exchange Offer. You will be reimbursed by
the Company for customary mailing and handling expenses incurred by you in
forwarding the enclosed materials to your clients and
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for handling or tendering for your clients.
Additional copies of the enclosed materials may be obtained by
contacting the Exchange Agent as provided in the enclosed Letter of Transmittal.
Very truly yours,
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THE BON-TON DEPARTMENT STORES, INC.
Enclosures
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE
YOU OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT OR
AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON
BEHALF OF ANY OF THEM WITH RESPECT TO THE EXCHANGE OFFER OTHER THAN THOSE
STATEMENTS CONTAINED IN THE DOCUMENTS ENCLOSED HEREWITH.
THE EXCHANGE OFFER IS NOT BEING MADE TO, AND THE TENDER OF ORIGINAL
NOTES WILL NOT BE ACCEPTED FROM OR ON BEHALF OF, HOLDERS IN ANY JURISDICTION IN
WHICH THE MAKING OR ACCEPTANCE OF THE EXCHANGE OFFER WOULD NOT BE IN COMPLIANCE
WITH THE LAWS OF SUCH JURISDICTION.
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