Exhibit 99.3
RESOLUTION PERFORMANCE PRODUCTS LLC
AND
RPP CAPITAL CORPORATION
Offer to Exchange Up to $200,000,000 of Their
13 1/2% Senior Subordinated Notes due 2010
For Any and All of Their Outstanding
13 1/2% Senior Subordinated Notes due 2010
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON , 2001, UNLESS EXTENDED.
, 2001
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Resolution Performance Products LLC and RPP Capital Corporation (together,
the "Issuers"), are offering, upon the terms and subject to the conditions set
forth in the Prospectus dated ,2001 (the "Prospectus") and the
accompanying Letter of Transmittal enclosed herewith (which together
constitute the "Exchange Offer"), to exchange their 13 1/2% Senior
Subordinated Notes due 2010 (the "Exchange Notes") for an equal principal
amount of their 13 1/2% Senior Subordinated Notes due 2010 (the "Old Notes"
and together with the Exchange Notes, the "Notes"). As set forth in the
Prospectus, the terms of the Exchange Notes are identical in all material
respects to the Old Notes, except that the Exchange Notes have been registered
under the Securities Act of 1933, as amended, and therefore will not bear
legends restricting their transfer and will not contain certain provisions
providing for the payment of liquidated damages to the holders of the Old
Notes under certain circumstances relating to the Exchange and Registration
Rights Agreement dated as of November 14, 2000 among the Issuers, Morgan
Stanley & Co. Incorporated, J.P. Morgan Securities Inc. and Salomon Smith
Barney Inc.
THE EXCHANGE OFFER IS SUBJECT TO CERTAIN CUSTOMARY CERTAIN CONDITIONS TO THE
EXCHANGE OFFER. SEE "THE EXCHANGE OFFER--CONDITIONS" IN THE PROSPECTUS.
Enclosed herewith for your information and forwarding to your clients are
copies of the following documents:
1. the Prospectus, dated ,2001;
2. the Letter of Transmittal for your use (unless Old Notes are tendered by
an Agent's Message) and for the information of your clients (facsimile
copies of the Letter of Transmittal may be used to tender Old Notes);
3. a form of letter which may be sent to your clients for whose accounts
you hold Old Notes registered in your name or in the name of your nominee,
with space provided for obtaining such clients' instructions with regard to
the Exchange Offer;
4. a Notice of Guaranteed Delivery;
5. Guidelines of the Internal Revenue Service for Certification of Taxpayer
Identification Number on Substitute Form W-9; and
6. a return envelope addressed to United States Trust Company of New York,
the Exchange Agent.
YOUR PROMPT ACTION IS REQUESTED. PLEASE NOTE THE EXCHANGE OFFER WILL EXPIRE
AT 5:00 P.M., NEW YORK CITY TIME, ON , 2001, UNLESS EXTENDED.
PLEASE FURNISH COPIES OF THE ENCLOSED MATERIALS TO THOSE OF YOUR CLIENTS
FOR WHOM YOU HOLD OLD NOTES REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR
NOMINEE AS QUICKLY AS POSSIBLE.
In all cases, exchanges of Old Notes accepted for exchange pursuant to the
Exchange Offer will be made only after timely receipt by the Exchange Agent of
(a) certificates representing such Old Notes, or confirmation of book entry
transfer of such Old Notes, as the case may be, (b) the Letter of Transmittal
(or facsimile thereof), properly completed and duly executed, or an Agent's
Message and (c) any other required documents.
Holders who wish to tender their Old Notes and (i) whose Old Notes are not
immediately available or (ii) who cannot deliver their Old Notes, the Letter
of Transmittal or an Agent's Message and in either case together with any
other documents required by the Letter of Transmittal to the Exchange Agent
prior to the Expiration Date must tender their Old Notes according to the
guaranteed delivery procedures set forth under the caption "The Exchange
Offer--Guaranteed Delivery Procedures" in the Prospectus.
The Exchange Offer is not being made to, nor will tenders be accepted from
or on behalf of, holders of Old Notes residing in any jurisdiction in which
the making of the Exchange Offer or the acceptance thereof would not be in
compliance with the laws of such jurisdiction.
The Issuers will not pay any fees or commissions to brokers, dealers or
other persons for soliciting exchanges of Notes pursuant to the Exchange
Offer. The Issuers will, however, upon request, reimburse you for customary
clerical and mailing expenses incurred by you in forwarding any of the
enclosed materials to your clients. The Issuers will pay or cause to be paid
any transfer taxes payable on the transfer of Notes to them, except as
otherwise provided in Instruction 5 of the Letter of Transmittal.
Questions and requests for assistance with respect to the Exchange Offer or
for copies of the Prospectus and Letter of Transmittal may be directed to the
Exchange Agent by telephone at (800) 548-6565 or by facsimile at (646)-458-
8111.
Very truly yours,
RESOLUTION PERFORMACE PRODUCTS LLC
RPP CAPITAL CORPORATION
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF THE ISSUERS, OR ANY AFFILIATE THEREOF, OR
AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS OR USE ANY DOCUMENT
ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED
DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.
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