EXHIBIT 99.4
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BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.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 Our Clients:
Enclosed for your consideration is a Prospectus dated __________, 2006
and the related Letter of Transmittal and instructions thereto in connection
with the offer, referred to as the Exchange Offer, of The Bon-Ton Department
Stores, Inc., a Pennsylvania corporation (the "Company"), 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
issued and outstanding 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 and the Letter of Transmittal. Consummation of the Exchange Offer is
subject to certain conditions described in the Prospectus.
WE ARE THE REGISTERED HOLDER OF ORIGINAL NOTES HELD BY US FOR YOUR
ACCOUNT. A TENDER OF ANY SUCH ORIGINAL NOTES CAN BE MADE ONLY BY US AS THE
REGISTERED HOLDER AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL
IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO
TENDER ORIGINAL NOTES HELD BY US FOR YOUR ACCOUNT.
Accordingly, we request instructions as to whether you wish us to
tender any or all such Original Notes held by us for your account pursuant to
the terms and conditions set forth in the Prospectus and the Letter of
Transmittal. WE URGE YOU TO READ THE PROSPECTUS AND THE LETTER OF TRANSMITTAL
CAREFULLY BEFORE INSTRUCTING US TO TENDER YOUR ORIGINAL NOTES.
Your instructions to us should be forwarded as promptly as possible in
order to permit us to tender Original Notes on your behalf in accordance with
the provisions of the Exchange Offer. THE EXCHANGE OFFER WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON __________, 2006, UNLESS EXTENDED. Original Notes
tendered pursuant to the Exchange Offer may be withdrawn only under the
circumstances described in the Prospectus and the Letter of Transmittal.
Your attention is directed to the following:
1. The Exchange Offer is for the entire aggregate principal amount of
outstanding Original Notes.
2. Consummation of the Exchange Offer is conditioned upon the terms
and conditions set forth in the Prospectus under the captions "The Exchange
Offer -- Terms of the Exchange Offer" and "The Exchange Offer -- Conditions
to the Exchange Offer."
3. Tendering holders may withdraw their tender at any time until 5:00
p.m., New York City time, on the Expiration Date.
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4. Any transfer taxes incident to the transfer of Original Notes from
the tendering holder to the Company will be paid by the Company, except as
provided in the Prospectus and the instructions to the Letter of
Transmittal.
5. The Exchange Offer is not being made to, nor will the surrender of
Original Notes for exchange be accepted from holders of Original Notes in
any jurisdiction in which the Exchange Offer or acceptance thereof would
not be in compliance with the securities or blue sky laws of such
jurisdiction.
6. The acceptance for exchange of Original Notes validly tendered and
not withdrawn and the issuance of Exchange Notes will be made promptly
after the Expiration Date.
7. The Company expressly reserves the right, in accordance with
applicable law, (i) to delay accepting any Original Notes, (ii) to
terminate the Exchange Offer and not accept any Original Notes for exchange
if it determines that any of the conditions to the Exchange Offer have not
occurred or been satisfied, (iii) to extend the expiration date of the
Exchange Offer and retain all Original Notes tendered in the Exchange Offer
other than those notes properly withdrawn, and (iv) to waive any condition
or to amend the terms of the Exchange Offer in any manner. In the event of
any extension, delay, non-acceptance, termination, waiver or amendment, the
Company will as promptly as practicable give oral or written notice of the
action to the Exchange Agent and make a public announcement of such action.
In the case of an extension, such announcement will be made no later than
9:00 a.m., New York City time, on the next business day after the
previously scheduled expiration date.
8. Consummation of the Exchange Offer may have adverse consequences to
non-tendering Original Note holders, including that the reduced amount of
outstanding Original Notes as a result of the Exchange Offer may adversely
affect the trading market, liquidity and market price of the Original
Notes.
If you wish to have us tender any or all of the Original Notes held by
us for your account, please so instruct us by completing, executing and
returning to us the instruction form that follows.
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THE BON-TON DEPARTMENT STORES, INC.
INSTRUCTIONS REGARDING THE EXCHANGE OFFER
WITH RESPECT TO THE
$510,000,000 OF 10 1/4% SENIOR NOTES DUE 2014
("ORIGINAL NOTES")
THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF YOUR LETTER AND THE ENCLOSED
DOCUMENTS REFERRED TO THEREIN RELATING TO THE EXCHANGE OFFER OF THE BON-TON
DEPARTMENT STORES, INC. WITH RESPECT TO THE ORIGINAL NOTES.
THIS WILL INSTRUCT YOU WHETHER TO TENDER THE PRINCIPAL AMOUNT OF
ORIGINAL NOTES INDICATED BELOW HELD BY YOU FOR THE ACCOUNT OF THE UNDERSIGNED
PURSUANT TO THE TERMS OF AND CONDITIONS SET FORTH IN THE PROSPECTUS AND THE
LETTER OF TRANSMITTAL.
[ ] Please tender the Original Notes held by you for my account, as indicated
below.
[ ] Please do not tender any Original Notes held by you for my account.
AGGREGATE PRINCIPAL
AMOUNT HELD FOR PRINCIPAL AMOUNT
TYPE ACCOUNT OF HOLDER(S) TO BE TENDERED*
---- -------------------- ----------------
10 1/4% Senior Notes
due 2014
* UNLESS OTHERWISE INDICATED, SIGNATURE(S) HEREON BY BENEFICIAL OWNER(S)
SHALL CONSTITUTE AN INSTRUCTION TO THE NOMINEE TO TENDER ALL ORIGINAL NOTES
OF SUCH BENEFICIAL OWNER(S).
SIGN HERE
Signature(s):
-----------------------
Please print name(s): __________________________________________________________
Address: _______________________________________________________________________
Area Code and Telephone Number: ________________________________________________
Tax Identification or Social Security Number: __________________________________
My Account Number with You: ____________________________________________________
Date: ___________________
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