EX-99.1
LETTER OF TRANSMITTAL
NBTY, INC.
OFFER TO EXCHANGE ANY AND ALL OUTSTANDING
8-5/8% SENIOR SUBORDINATED NOTES DUE 2007
FOR
8-5/8% SENIOR SUBORDINATED NOTES DUE 2007, SERIES B
PURSUANT TO THE PROSPECTUS, DATED
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON ____________, UNLESS EXTENDED (THE
"EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR
TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
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THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
BY OVERNIGHT DELIVERY: BY MAIL: BY HAND:
IBJ Schroder Bank & Trust Company IBJ Schroder Bank & Trust Company IBJ Schroder Bank & Trust Company
One State Street P.O. Box 84 One State Street
New York, NY 10004 Bowling Green Station New York, NY 10004
Attn: Securities Processing Window New York, NY 10274-0084 Attn: Securities Processing Window
Subcellar One (SC-1) Attn: Reorganization Operations Subcellar One (SC-1)
Department
FACSIMILE TRANSMISSION NUMBER:
(212) 858-2611
CONFIRM BY TELEPHONE:
(212) 858-2103
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FOR INFORMATION CALL:
(212) 858-2103
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DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH
ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges that it has received and reviewed the
Prospectus, dated ______________ (the "Prospectus"), of NBTY, Inc., a Delaware
corporation (the "Company"), and this Letter of Transmittal (the "Letter of
Transmittal"), which together constitute the Company's offer to exchange any and
all outstanding 8-5/8% Senior Subordinated Notes Due 2007, Series A (the
"Original Notes"), of the Company for a like aggregate principal amount of
8-5/8% Senior Subordinated Notes Due 2007, Series B (the "Exchange Notes," and,
together with the Original Notes, the "Notes"), of the Company from the holders
("Holders") thereof (the "Exchange Offer"). The Original Notes were issued on
September 23, 1997 (the "Issue Date").
For each Original Note accepted for exchange, the Holder of such
Original Note will receive an Exchange Note having a principal amount equal to
that of the surrendered Original Note. The terms of the Exchange Notes are
identical in all material respects to the Original Notes, except that (i) the
Exchange Notes will bear a Series B designation and a different CUSIP Number
from the Original Notes, (ii) the issuance of the Exchange Notes will have been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
and, therefore, the Exchange Notes will not bear legends restricting the
transfer thereof, and (iii) holders of the Exchange Notes will not be entitled
to certain registration rights relating to the Original Notes. The Exchange
Notes, and the Original Notes remaining outstanding after the Exchange Offer,
mature on September 15, 2007. Interest on the Exchange Notes issued pursuant to
the Exchange Offer will accrue from the last interest payment date on which
interest was paid on the Original Notes surrendered in exchange therefor or, if
no interest has been paid on the Original Notes, from the Issue Date, and is
payable semi-annually in arrears on March 15 and September 15 of each year,
commencing March 15, 1998, at the rate of 8-5/8% per annum. Holders whose
Original Notes are accepted for exchange will be deemed to have waived the right
to receive any interest accrued on the Original Notes. The Exchange Notes will
be redeemable, in whole or in part, at the option of the Company, on or after
September 15, 2002 at the redemption prices set forth in the Prospectus, plus
accrued interest to the date of redemption. See "Description of the Exchange
Notes" section of the Prospectus.
The Company reserves the right, at any time or from time to time, to
extend the Exchange Offer at its discretion, in which event the term "Expiration
Date" shall mean the latest time and date to which the Exchange Offer is
extended. The Company will notify the Exchange Agent (as defined) of any
extension by written notice and will mail to the registered holders of Original
Notes an announcement thereof, each prior to 9:00 a.m., New York City time, on
the next business day after the previously scheduled Expiration Date.
The Exchange Offer is not conditioned upon any minimum aggregate
principal amount of Original Notes being tendered or accepted for exchange.
However, the Exchange Offer is subject to certain conditions. Please see the
Prospectus under the section entitled "The Exchange Offer - Conditions."
The Exchange Offer is not being made to, nor will tenders be accepted
from or on behalf of, Holders of Original Notes in any jurisdiction in which the
making or acceptance of the Exchange Offer would not be in compliance with the
laws of such jurisdiction.
2
This Letter of Transmittal is to be completed by a Holder of Original
Notes either if certificates are to be forwarded herewith or if a tender of
certificates for Original Notes, if available, is to be made by book-entry
transfer to the account maintained by IBJ Schroder Bank & Trust Company (the
"Exchange Agent") at the Depository Trust Company (the "Book-Entry Transfer
Facility") pursuant to the procedures set forth in "The Exchange Offer -
Procedures for Tendering" section of the Prospectus. Holders of Original Notes
whose certificates are not immediately available, or who are unable to deliver
their certificates or confirmation of the book-entry tender of their Original
Notes into the Exchange Agent's account at the Book-Entry Transfer Facility (a
"Book-Entry Confirmation") and all other documents required by this Letter of
Transmittal to the Exchange Agent on or prior to the Expiration Date, must
tender their Original Notes according to the guaranteed delivery procedures set
forth in "The Exchange Offer - Guaranteed Delivery Procedures" section of the
Prospectus. See Instruction 1. Delivery of documents to the Book-Entry Transfer
Facility does not constitute delivery to the Exchange Agent.
The undersigned has completed the appropriate boxes below and signed
this Letter of Transmittal to indicate the action the undersigned desires to
take with respect to the Exchange Offer.
3
List below the Original Notes to which this Letter of Transmittal
relates. If the space provided below is inadequate, the Certificate numbers and
principal amount of Original Notes should be listed on a separate signed
schedule affixed hereto.
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DESCRIPTION OF ORIGINAL 1 2 3
NOTES
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Aggregate Principal
Name(s) and Address(es) Certificate Principal Amount Amount
of Registered Holder(s) Number(s)* of Original Note(s) Tendered**
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- ------------------------------- Total-------- -------------------- -------------
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* Need not be completed if Original Notes are being tendered by book-entry
transfer.
** Unless otherwise indicated in this column, a holder will be deemed
to have tendered ALL of the Original Notes represented by the
Original Notes indicated in column 2. See Instruction 2.
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| | CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
---------------------------------------------
DTC Participant Number:
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Account Number: Transaction Code Number:
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| | CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s):
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Window Ticket Number (if any):
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Date of Execution of Notice of Guaranteed Delivery:
------------------------
Name of Institution that Guaranteed Delivery:
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If Delivered by Book-Entry Transfer, Complete the Following:
Account Number: Transaction Code Number:
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4
| | CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO:
Name:
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Address:
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5
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the aggregate principal amount of
Original Notes indicated above. Subject to, and effective upon, the acceptance
for exchange of the Original Notes tendered hereby, the undersigned hereby
sells, assigns and transfers to, or upon the order of, the Company all right,
title and interest in and to such Original Notes as are being tendered hereby.
The undersigned hereby irrevocably constitutes and appoints the Exchange Agent
its agent and attorney-in-fact (with full knowledge that the Exchange Agent also
acts as the agent of the Company) with respect to the tendered Original Notes
with the full power of substitution to (i) deliver certificates for such
Original Notes to the Company and deliver all accompanying evidences of transfer
and authenticity to, or upon the order of, the Company, (ii) present such
Original Notes for transfer on the books of the Company, and (iii) receive for
the account of the Company all benefits and otherwise exercise all rights of
beneficial ownership of such Original Notes, all in accordance with the terms of
the Exchange Offer. The power of attorney granted in this paragraph shall be
deemed to be irrevocable from and after the Expiration Date and coupled with an
interest.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Original Notes
tendered hereby and that the Company will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances and
not subject to any adverse claim when the same are accepted by the Company. The
undersigned hereby further represents that any Exchange Notes to be received by
the undersigned will be acquired in the ordinary course of business of the
undersigned, that at the time of the commencement of the Exchange Offer, the
undersigned has no arrangement or understanding with any person to participate
in the distribution (within the meaning of the Securities Act) of the Exchange
Notes in violation of the Securities Act and that the undersigned is not an
"affiliate" (as defined in Rule 405 under the Securities Act) of the Company.
The undersigned agrees that acceptance of any tendered Original Notes by the
Company and the issuance of Exchange Notes in exchange therefor will constitute
performance in full by the Company of its obligations under the Exchange and
Registration Rights Agreement (as defined in the Prospectus) and that the
Company will have no further obligations or liabilities thereunder (except in
limited circumstances).
The undersigned also acknowledges as follows: This Exchange Offer is being made
in reliance on interpretations by the staff of the Securities and Exchange
Commission (the "Commission") set forth in certain "no-action" letters issued to
third parties and unrelated to the Company and the Exchange Offer, and based on
such interpretations, the Company believes that the Exchange Notes issued
pursuant to the Exchange Offer in exchange for the Original Notes may be offered
for resale, resold and otherwise transferred by holders thereof (other than any
such holder that is an "affiliate" of the Company within the meaning of Rule 405
under the Securities Act) 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 in violation of the provisions of the
Securities Act. Any Holder who tenders in the Exchange Offer with the intention
to participate, or for the purpose of participating, in a distribution of the
Exchange Notes could not rely on the position of the staff of the Commission
enunciated in such "no-action" letters and, in the absence of an exemption
therefrom, must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any resale transaction.
Failure to comply with such requirements in such instance may result in such
Holder incurring liability under the Securities Act for which the Holder is not
indemnified by the Company. The undersigned acknowledges, however, that the
Company has not sought its own no-action letter and there can be no assurance
that the staff of the Commission would make a similar determination with respect
to the Exchange Offer as in such other circumstances.
If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Notes. If the undersigned is a broker-dealer that will receive Exchange Notes
for its own account in exchange for Original Notes that were acquired as a
result of market making or other trading activities, the undersigned represents
that it will deliver a prospectus meeting the requirements of the Securities Act
in connection with any resale of such Exchange Notes. By acknowledging that it
will deliver and by delivering a prospectus meeting the requirements of the
Securities Act in connection with any resale of such Exchange Notes, the
undersigned is not deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. The above-referenced prospectus may be the
Prospectus relating to the Exchange Offer only if it contains a plan of
distribution with respect to such resale transactions (but need not name the
undersigned or disclose the amount of Exchange Notes held by the undersigned).
The undersigned will, upon request, execute and deliver any additional documents
deemed by the Company or the Exchange Agent to be necessary or desirable to
complete the sale, assignment and transfer of the Original Notes tendered
hereby. All authority conferred or agreed to be conferred in this Letter of
Transmittal and every obligation of the undersigned hereunder shall be binding
upon the successors, assigns, heirs, executors, administrators, trustees in
bankruptcy and legal representatives of the undersigned and shall not be
affected by, and shall survive, the death or incapacity of the undersigned. This
tender may be withdrawn only in accordance with the procedures set forth in "The
Exchange Offer - Withdrawal of Tenders" section of the Prospectus.
For purposes of this Exchange Offer, the Company shall be deemed to have
accepted validly tendered Original Notes when, as and if the Company has given
oral and written notice thereof to the Exchange Agent.
The undersigned understands that tenders of the Original Notes pursuant to any
one of the procedures described under "The Exchange Offer - Procedures for
7
Tendering" in the Prospectus and in the Instructions hereto will constitute a
binding agreement between the undersigned and the Company in accordance with the
terms and subject to the conditions set forth herein and in the Prospectus.
The undersigned recognizes that under certain circumstances set forth in the
Prospectus under "The Exchange Offer - Conditions" the Company will not be
required to accept for exchange any of the Original Notes tendered. Original
Notes not accepted for exchange or withdrawn will be returned (or, in the case
of Original Notes tendered by book-entry transfer through the Book-Entry
Transfer Facility, will promptly be credited to an account maintained at the
Book-Entry Transfer Facility), without expense, to the undersigned at the
address set forth below unless otherwise indicated under "Special Delivery
Instructions" below as promptly as practicable after the Expiration Date.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the Exchange Notes (and, if applicable,
substitute certificates representing Original Notes for any Original Notes not
exchanged) in the name of the undersigned or, in the case of a book-entry
delivery of Original Notes, please credit the account indicated above maintained
at the Book-Entry Transfer Facility. Similarly, unless otherwise indicated under
the box entitled "Special Delivery Instructions" below, please send the Exchange
Notes (and, if applicable, substitute certificates representing Original Notes
for any Original Notes not exchanged) to the undersigned at the address shown
above in the box entitled "Description of Original Notes."
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF ORIGINAL NOTES"
ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE TENDERED
THE ORIGINAL NOTES AS SET FORTH IN SUCH BOX ABOVE.
8
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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(Complete Accompanying Substitute Form W-9)
Dated: ................................. ..................................
...................................... ..................................
...................................... ..................................
Signature(s) by Owner Date
Area Code and Telephone Number: ................................................
If a holder is tendering any Original Notes, this Letter of Transmittal
must be signed by the registered holder(s) as the name(s) appear(s) on the
certificate(s) for the Original Notes or by any person(s) authorized to become
registered holder(s) by endorsements and documents transmitted herewith. If
signature is by a trustee, executor, administrator, guardian, officer or other
person acting in a fiduciary or representative capacity, please set forth full
title. See Instruction 3.
Name(s): .......................................................................
................................................................................
(Please Type or Print)
Capacity: ......................................................................
Address: .......................................................................
................................................................................
(Including Zip Code)
SIGNATURE GUARANTEE
(if required by Instruction 3)
Signature(s) Guaranteed by
an Eligible Institution:........................................................
(Authorized Signature)
................................................................................
(Title)
................................................................................
(Name and Firm)
................................................................................
(Date)
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9
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SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4) (See Instructions 3 and 4)
To be completed ONLY if certificates for To be completed ONLY if certificates for
Original Notes not exchanged and/or Exchange Notes Original Notes not exchanged and/or Exchange
are to be issued in the name of and sent to someone Notes are to be sent to someone other than the
other than the person or persons whose signature(s) person or persons whose signature(s) appear(s)
appear(s) on this Letter of Transmittal above, or on this Letter of Transmittal above or to such
if Original Notes delivered by book-entry transfer person or persons at an address other than shown
that are not accepted for exchange are to be in the box entitled "Description of Original Notes"
returned by credit to an account maintained at the on this Letter of Transmittal above.
Book-Entry Transfer Facility other than the account
indicated above.
Issue: Exchange Notes and/or Original Notes to: Issue: Exchange Notes and/or Original Notes to:
Name(s): ......................................... Name(s): .........................................
(Please Type or Print) (Please Type or Print)
.................................................. ..................................................
(Please Type or Print) (Please Type or Print)
Address:.......................................... Address:..........................................
.................................................. ..................................................
(Zip Code) (Zip Code)
(Complete Substitute Form W-9) Taxpayer Identification Number:...................
Credit unexchanged Original Notes delivered by
book-entry transfer to the Book-Entry
Transfer Facility account set forth below at the
Depository Trust Company.
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(Book-Entry Transfer Facility
Account Number, if applicable)
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IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER WITH THE
CERTIFICATES FOR ORIGINAL NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER
REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE
EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING ANY
BOX ABOVE.
10
INSTRUCTIONS
Forming Part of the Terms and Conditions of the
Exchange Offer for any and all outstanding
8-5/8% Senior Subordinated Notes Due 2007
in Exchange for
8-5/8% Senior Subordinated Notes Due 2007, Series B
of NBTY, Inc.
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND NOTES; GUARANTEED DELIVERY
PROCEDURES.
This Letter of Transmittal is to be completed by Holders either if
certificates are to be forwarded herewith or if tenders are to be made pursuant
to the procedures for delivery by book-entry transfer set forth in "The Exchange
Offer - Procedures for Tendering" section of the Prospectus. Certificates for
all physically tendered Original Notes, or Book-Entry Confirmation, as the case
may be, as well as a properly completed and duly executed Letter of Transmittal
(or manually signed facsimile hereof) and any other documents required by this
Letter of Transmittal, must be received by the Exchange Agent at the address set
forth herein on or prior to the Expiration Date, or the tendering holder must
comply with the guaranteed delivery procedures set forth below.
Holders whose certificates for Original Notes are not immediately
available or who cannot deliver their certificates and all other required
documents to the Exchange Agent on or prior to the Expiration Date, or who
cannot complete the procedure for book-entry transfer on a timely basis, may
tender their Original Notes pursuant to the guaranteed delivery procedures set
forth in "The Exchange Offer - Guaranteed Delivery Procedures" section of the
Prospectus. Pursuant to such procedures (i) such entry must be made through an
Eligible Institution, (ii) prior to the Expiration Date, the Exchange Agent must
receive from such Eligible Institution a properly completed and duly executed
Letter of Transmittal (or a facsimile thereof) and Notice of Guaranteed
Delivery, substantially in the form provided by the Company (by telegram, telex,
facsimile transmission, mail or hand delivery), setting forth the name and
address of the holder of Original Notes and the amount of Original Notes
tendered, setting forth the tender is being made thereby and guaranteeing that
within three New York Stock Exchange ("NYSE") trading days after the Expiration
Date, the certificates for all physically tendered Original Notes, or a
Book-Entry Confirmation, and any other documents required by the Letter of
Transmittal will be deposited by the Eligible Institution with the Exchange
Agent, and (iii) the certificates for all physically tendered Original Notes, in
proper form for transfer, or Book-Entry Confirmation as the case may be, and all
other documents required by this Letter of Transmittal, are received by the
Exchange Agent within three NYSE trading days after the Expiration Date.
The method of delivery of this Letter of Transmittal, the Original
Notes and all other required documents is at the election and risk of the
tendering holders, but the delivery will be deemed made only when actually
11
received or confirmed by the Exchange Agent. If Original Notes are sent by mail,
it is suggested that the mailing be made sufficiently in advance of the
Expiration Date to permit delivery to the Exchange Agent prior to 5:00 p.m., New
York City time, on the Expiration Date.
See "The Exchange Offer" section of the Prospectus.
2. TENDER BY HOLDER; PARTIAL TENDERS.
Only a Holder of Original Notes may tender such Original Notes in the
Exchange Offer. Any beneficial owner whose Original Notes are registered in the
name of a broker, dealer, commercial bank, trust company or other nominee and
who wishes to tender should contact the registered Holder promptly and instruct
such registered Holder to tender on behalf of such beneficial owner. If such
beneficial owner wishes to tender on such owner's own behalf, such owner must,
prior to completing and executing this Letter of Transmittal and delivering such
owner's Original Notes, either make appropriate arrangements to register
ownership of the Original Notes in such owner's name or obtain a properly
completed bond power from the registered Holder. The transfer of registered
ownership may take considerable time.
Tenders of Original Notes will be accepted only in denominations of
$1,000 or integral multiples thereof. If less than all of the Original Notes
evidenced by a submitted certificate are to be tendered, the tendering holder(s)
should fill in the aggregate principal amount of Original Notes to be tendered
in the box above entitled "Description of Original Notes - Principal Amount
Tendered." A reissued certificate representing the balance of nontendered
Original Notes will be sent to such tendering Holder (except in the case of
book-entry tenders), unless otherwise provided in the appropriate box on this
Letter of Transmittal promptly after the Expiration Date. All of the Original
Notes delivered to the Exchange Agent will be deemed to have been tendered
unless otherwise indicated.
3. SIGNATURES OF THIS LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES.
If this Letter of Transmittal is signed by the registered holder of the
Original Notes tendered hereby, the signature must correspond exactly with the
name as written on the face of the certificates without any change whatsoever.
If any tendered Original Notes are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.
If any tendered Original Notes are registered in different names on
several certificates, it will be necessary to complete, sign and submit as many
separate copies of this Letter of Transmittal as there are different
registrations of certificates.
When this Letter of Transmittal is signed by the registered holder or
holders of the Original Notes specified herein and tendered hereby, no
12
endorsements of certificates or separate bond powers are required. If, however,
the Exchange Notes are to be issued, or any untendered Original Notes are to be
reissued, to a person other than the registered holder, then endorsements of any
certificates transmitted hereby or separate bond powers are required. Signatures
on such certificate(s) must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder or holders of any certificate(s) specified herein, such
certificate(s) must be endorsed or accompanied by appropriate bond powers, in
either case signed exactly as the name or names of the registered holder or
holders appear(s) on the certificate(s) and signatures on such certificate(s)
must be guaranteed by an Eligible Institution.
If this Letter of Transmittal or any certificates or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and, unless waived by
the Company, proper evidence satisfactory to the Company of their authority to
so act must be submitted.
ENDORSEMENTS ON CERTIFICATES FOR ORIGINAL NOTES OR SIGNATURES ON BOND
POWERS REQUIRED BY THIS INSTRUCTION 3 MUST BE GUARANTEED BY A FIRM THAT IS A
MEMBER OF A REGISTERED NATIONAL SECURITIES EXCHANGE OR A MEMBER OF THE NATIONAL
ASSOCIATION OF SECURITIES DEALERS, INC. OR BY A COMMERCIAL BANK OR TRUST COMPANY
HAVING AN OFFICE OR CORRESPONDENT IN THE UNITED STATES (AN "ELIGIBLE
INSTITUTION").
SIGNATURES ON THIS LETTER OF TRANSMITTAL NEED NOT BE GUARANTEED BY AN
ELIGIBLE INSTITUTION, PROVIDED THE ORIGINAL NOTES ARE TENDERED: (i) BY A
REGISTERED HOLDER OF ORIGINAL NOTES (WHICH TERM, FOR PURPOSES OF THE EXCHANGE
OFFER, INCLUDES ANY PARTICIPANT IN THE BOOK-ENTRY TRANSFER FACILITY SYSTEM WHOSE
NAME APPEARS ON A SECURITY POSITION LISTING AS THE HOLDER OF SUCH ORIGINAL NOTES
TENDERED) WHO HAS NOT COMPLETED THE BOX ENTITLED "SPECIAL ISSUANCE INSTRUCTIONS"
OR "SPECIAL DELIVERY INSTRUCTIONS" ON THIS LETTER OF TRANSMITTAL, OR (ii) FOR
THE ACCOUNT OF AN ELIGIBLE INSTITUTION.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering holders of Original Notes should indicate in the applicable
box the name and address to which Exchange Notes issued pursuant to the Exchange
Offer and/or substitute certificates evidencing Original Notes not exchanged are
to be issued or sent, if different from the name or address of the person
signing this Letter of Transmittal. In the case of issuance in a different name,
the employer identification or social security number of the person named must
also be indicated. Holders tendering Original Notes by book-entry transfer may
request that Original Notes not exchanged be credited to such account maintained
at the Book-Entry Transfer Facility as such holder may designate hereon. If no
such instructions are given, such Original Notes not exchanged will be returned
to the name or address of the person signing this Letter of Transmittal.
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5. TAX IDENTIFICATION NUMBER
Federal income tax law generally requires that a tendering holder whose
Original Notes are accepted for exchange must provide the Company (as payor)
with such holder's correct Taxpayer Identification Number ("TIN") on Substitute
Form W-9 below, which, in the case of a tendering holder who is an individual,
is his or her social security number. If the Company is not provided with the
current TIN or an adequate basis for exemption, such tendering holder may be
subject to a $50 penalty imposed by the Internal Revenue Service. In addition,
delivery to such tendering holder of Exchange Notes may be subject to backup
withholding in an amount equal to 31% of all reportable payments made after the
exchange. If withholding results in an overpayment of taxes, a refund may be
obtained.
Exempt holders of Original Notes (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. See the enclosed Guidelines of
Certification of Taxpayer Identification Number on Substitute Form W-9 (the "W-9
Guidelines") for additional instructions.
To prevent backup withholding, each tendering holder of Original Notes
must provide its correct TIN by completing the "Substitute Form W-9" set forth
below, certifying that the TIN provided is correct (or that such holder is
awaiting a TIN) and that (i) the holder is exempt from backup withholding, or
(ii) the holder has not been notified by the Internal Revenue Service that such
holder is subject to backup withholding as a result of a failure to report all
interest or dividends, or (iii) the Internal Revenue Service has notified the
holder that such holder is no longer subject to backup withholding. If the
tendering holder of Original Notes is a nonresident alien or foreign entity not
subject to backup withholding, such holder must give the Company a completed
Form W-8, Certificate of Foreign Status. These forms may be obtained from the
Exchange Agent. If the Original Notes are in more than one name or are not in
the name of the actual owner, such holder should consult the W-9 Guidelines for
information on which TIN to report. If such holder does not have a TIN, such
holder should consult the W-9 Guidelines for instructions on applying for a TIN,
check the box in Part 2 of the Substitute Form W-9 and write "applied for" in
lieu of its TIN. Note: Checking this box and writing "applied for" on the form
means that such holder has already applied for a TIN or that such holder intends
to apply for one in the near future. If such holder does not provide its TIN to
the Company within 60 days, backup withholding will begin and continue until
such holder furnishes its TIN to the Company.
6. TRANSFER TAXES.
The Company will pay all transfer taxes, if any, applicable to the
transfer of Original Notes to it or its order pursuant to the Exchange Offer.
If, however, Exchange Notes and/or substitute Original Notes not exchanged are
to be delivered to, or are to be registered or issued in the name of, any person
other than the registered holder of the Original Notes tendered hereby, or if
tendered Original Notes are registered in the name of any person other than the
14
person signing this Letter of Transmittal, or if a transfer tax is imposed for
any reason other than the transfer of Original Notes to the Company or its order
pursuant to the Exchange Offer, the amount of any such transfer taxes (whether
imposed on the registered holder or any other persons) will be payable by the
tendering holder. If satisfactory evidence of payment of such taxes or exemption
therefrom is not submitted herewith, the amount of such transfer taxes will be
billed directly to such tendering holder.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE ORIGINAL NOTES SPECIFIED IN THIS LETTER
OF TRANSMITTAL.
7. WAIVER OF CONDITIONS.
The Company reserves the absolute right to waive satisfaction of any or
all conditions enumerated in the Prospectus.
8. NO CONDITIONAL TENDERS; WITHDRAWAL OF TENDERS.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Original Notes, by execution of this Letter
of Transmittal, shall waive any right to receive notice of the acceptance of
their Original Notes for exchange.
Neither the Company, the Exchange Agent nor any other person is
obligated to give notice of any defect or irregularity with respect to any
tender of Original Notes, nor shall any of them incur any liability for failure
to give any such notice.
Tenders of Original Notes may be withdrawn at any time prior to 5:00
p.m., New York City time, on the Expiration Date. See "The Exchange Offer --
Withdrawal of Tenders" in the Prospectus for a description of the procedures to
be followed in such a situation.
9. MUTILATED, LOST, STOLEN OR DESTROYED ORIGINAL NOTES.
Any holder whose Original Notes have been mutilated, lost, stolen, or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests
for additional copies of the Prospectus and this Letter of Transmittal, may be
directed to the Exchange Agent, at the address and telephone number indicated
above.
15
- --------------------------------------- ----------------------------------------- ------------------------------------
Part 1-PLEASE PROVIDE YOUR TIN IN THE
SUBSTITUTE BOX AT RIGHT AND CERTIFY BY SIGNING ---------------------
AND DATING BELOW Social Security Number
FORM W-9
Department of the Treasury or
-------------------
Employer Identification Number
or
--------------------
Individual Taxpayer Identification
Number
----------------------------------------- ----------------------------------------
Payer's Request for Taxpayer PART 2-Check the box if you are NOT subject to backup withholding under the
Identification Number (TIN) provisions of Section 3406(a)(1)(C) of the Internal Revenue Code because (1)
you have not been notified that you are subject to backup withholding as a
result of failure to report all interest or dividends or (2) the IRS has notified
you that you are no longer subject to backup withholding.
----------------------------------------------------------------------------------
CERTIFICATION-UNDER THE PENALTIES OF PERJURY, I
CERTIFY THAT THE INFORMATION PROVIDED ON THIS Part 3 | |
FORM IS TRUE, CORRECT AND COMPLETE.
Awaiting TIN - | |
SIGNATURE DATE
---------------- -------------
- --------------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACK-UP
WITHHOLDING OF 31% OF ALL REPORTABLE PAYMENTS MADE TO YOU PURSUANT TO
THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE
IF YOU CHECKED THE BOX IN PART 3 OF
SUBSTITUTE FORM W-9
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number to the payor, 31% of all
payments made to me pursuant to the Exchange Offer shall be retained until I
provide a taxpayer identification number to the payor and that, if I do not
provide my taxpayer identification number within sixty (60) days, such retained
amounts shall be remitted to the Internal Revenue Service as a backup
withholding and 31% of all reportable payments made to me thereafter will be
withheld and remitted to the Internal Revenue Service until I provide a number.
DATE:
- -------------------------------------- -------------------------------
Signature
- --------------------------------------------------------------------------------
16
OFFER FOR ANY AND ALL OUTSTANDING
8-5/8% SENIOR SUBORDINATED NOTES DUE 2007
IN EXCHANGE FOR
8-5/8% SENIOR SUBORDINATED NOTES DUE 2007, SERIES B
OF NBTY, INC.
PURSUANT TO THE PROSPECTUS
DATED
------------------
- --------------------------------------------------------------------------------
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON , UNLESS EXTENDED (THE
"EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR
TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS
POSSIBLE.
- --------------------------------------------------------------------------------
- --------------------------
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We are enclosing herewith the materials listed below relating to the
offer by NBTY, Inc. (the "Company") to exchange, upon the terms and subject to
the conditions set forth in the Prospectus dated ____________ (the "Prospectus),
and in the related Letter of Transmittal (the "Letter of Transmittal," together
with the Prospectus, the "Exchange Offer"), any and all outstanding 8-5/8%
Senior Subordinated Notes Due 2007 (the "Original Notes"), of the Company for a
like aggregate principal amount of 8-5/8% Senior Subordinated Notes Due 2007,
Series B (the "Exchange Notes"), of the Company. Capitalized terms used but not
defined herein have the meanings ascribed to them in the Prospectus.
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, together with guidelines of the Internal Revenue
Service for Certification of Taxpayer Identification Number on
Substitute Form W-9 providing information relating to backup
federal income tax withholding;
3. Notice of Guaranteed Delivery to be used to accept the Exchange
Offer if the Original Notes and all other required documents
cannot be delivered on or prior to the Expiration Date;
4. Instruction to Registered Holder and/or Book-Entry Transfer
Participant from Beneficial Owner; and
5. A form of letter that may be sent to your clients for whose
account you hold the Original Notes in your name or in the name of
a nominee, accompanying the instruction form referred to above,
for obtaining such clients' instructions with regard to the
Exchange Offer.
The Exchange Offer is not conditioned upon any minimum number of
Original Notes being tendered.
Pursuant to the Letter of Transmittal, each holder of Original Notes
will represent to the Company that (i) any Exchange Notes acquired by it will be
acquired in the ordinary course of its business, (ii) at the time of the
commencement of the Exchange Offer, it has no arrangement or understanding with
any person to participate in the distribution (within the meaning of the
Securities Act of 1933, as amended (the "Securities Act")), of the Exchange
Notes in violation of the Securities Act, (iii) it is not an "affiliate" (as
defined in Rule 405 promulgated under the Securities Act) of the Company, (iv)
if such holder is not a broker-dealer, that it is not engaged in, and does not
intend to engage in, the distribution of Exchange Notes, and (v) if such holder
is a broker-dealer that will receive Exchange Notes for its own account in
exchange for Original Notes that were acquired as a result of market making or
other trading activities, that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such
Exchange Notes.
Very truly yours,
-------------------------
Harvey Kamil
Secretary
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number to Give the Payor -
Social Security numbers have nine digits separated by two hyphens: i.e.,
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e., 00-0000000. Individual Taxpayer Identification numbers have
nine digits and are used solely for tax purposes by individuals who are required
to have a taxpayer identification number but who do not have one and are not
eligible to obtain a Social Security number. The table below will help determine
the number to give the Payor.
- ------------------------------------------------------------------------------------------------------------------------------------
Give the
Give the IDENTIFICATION IDENTIFICATION
For this type of account number of For this type of account number of
- ------------------------------------------------------------------------------------------------------------------------------------
1. An individual's account The individual 8. Sole proprietorship account The Owner (4)
2. Two or more individuals The actual owner of the 9. A valid trust, estate, or Legal entity (Do not
(joint account) account or, if combined funds, pension trust furnish the identifying
any one of the individuals (1) funds, any one of the number of the personal
representative or
trustee unless the legal
entity itself is not
designated in the
account title.)(5)
3. Husband and wife (joint The actual owner of the 10. Corporate account The Corporation
account) account or, if joint funds, either
person (1)
4. Custodian account of a The minor (2) 11. Religious,charitable, or The organization
a minor (Uniform Gift to educational organization
Minors Act) account
5. Adult and minor (joint The adult or, if the minor is the 12. Partnership account held in The partnership
account) only contributor, the minor (1) the name of the business
6. Account in the name of The ward, minor, or 13. Association, club or other The organization
guardian or committee for incompetent person (3) tax-exempt organization
a designated ward, minor,
or incompetent person
7. a. The usual revocable The grantor-trustee (1) 14. A broker or registered The broker or nominee
savings trust account nominee
(grantor is also trustee)
b. So-called trust account The actual owner (1) 15. Account with the The public entity
that is not a legal or Department of Agriculture
valid trust under State in the name of a public
law entity (such as a State or
local governmental school
district or prison) that
receives agricultural
program payments
- ------------------------------------------------------------------------------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner.
(5) List first and circle the name of the legal trust, estate or pension trust.
Note: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Obtaining a Number
If you don't have a taxpayer identification number or you . Payments of tax-exempt interest (including exempt interest
don't know your number, obtain Form SS-5, Application for dividends under section 852).
Social Security Number Card, Form W-7, Application for
Individual Taxpayer Identification Number, or Form SS-4, . Payments described in section 6049(b)(5) to nonresident
Application for Employer Identification Number, at the aliens.
local office of the Social Security Administration or the
Internal Revenue Service and apply for a number. . Payments on tax-free covenant bonds under section 1451.
Payees Exempt from Backup Withholding . Payments made to a nominee.
Payees specifically exempted from backup withholding on ALL
payments include the following: Exempt payees described above should file Form W-9 to avoid possible
. A corporation. erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH
. A financial institution. YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE
. An organization exempt from tax under section FORM, AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST,
501(a), or an individual retirement plan. DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.
. The United States or any agency or
instrumentality thereof. Certain payments other than interest, dividends, and patronage
dividends that are not subject to information reporting are also not
subject to backup withholding. For details, see the regulations under
sections 6041, 6041A(a), 6045, and 6050A.
Privacy Act Notice. - Section 6109 requires most recipients of dividend
interest, or other payments to give taxpayer identification numbers to
payers who must report the payments to IRS. IRS uses the numbers for
identification purposes. Payers must be given the numbers whether or
not recipients are required to file tax returns. Beginning January 1,
1993, payers must generally withhold 31% of taxable interest, dividend,
and certain other payments to a payee who does not furnish a taxpayer
identification number to a payer. Certain penalties may also apply.
. A State, the District of Columbia, a possession Penalties
of the United States, or any subdivision or (1) Penalty for Failure to Furnish Taxpayer
instrumentality thereof. Identification Number. - If you fail to furnish your
. A foreign government, a political subdivision of taxpayer identification number to a payer, you are
a foreign government, or any agency or subject to a penalty of $50 for each such failure unless
instrumentality Thereof. your failure is due to reasonable cause and not to
willful neglect.
(2) Civil Penalty for False Information With Respect to
Withholding. - If you make a false statement with no
. An international organization or any agency, or reasonable basis which results in no imposition of backup
instrumentality thereof. withholding, you are subject to a penalty of $500.
(3) Criminal Penalty for Falsifying Information. -
Falsifying certifications or affirmations may subject you
. A registered dealer in securities or commodities to criminal penalties including fines and/or imprisonment.
registered in the U.S. or a possession of the U.S. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR
THE INTERNAL REVENUE SERVICE.
. A real estate investment trust.
. A common trust fund operated by a bank under
section 584(a).
. An exempt charitable remainder trust, or a
non-exempt trust described in section 4947(a)(1).
. An entity registered at all times under the
Investment Company Act of 1940.
. A foreign central bank of issue.
Payments of dividends and patronage dividends not
generally subject to backup withholding include the
following:
. Payments to nonresident aliens subject to
withholding under section 1441.
. Payments to Partnerships not engaged in a trade
or business in the U.S. and which have at least one
nonresident partner.
. Payments of patronage dividends where the account
received is not paid in money.
. Payments made by certain foreign organizations.
. Payments made to a nominee.
Payments of interest not generally subject to
backup withholding include the following:
. Payments of interest on obligations issued by
individuals. Note: You may be subject to backup
withholding if this interest is $600 or more and is paid in
the course of the payer's trade or business and you have
not provided your correct taxpayer identification number to
the payer.
NOTICE OF GUARANTEED DELIVERY
NBTY, INC.
OFFER FOR ANY AND ALL OUTSTANDING
8-5/8% SENIOR SUBORDINATED NOTES DUE 2007
IN EXCHANGE FOR
8-5/8% SENIOR SUBORDINATED NOTES DUE 2007, SERIES B
PURSUANT TO THE PROSPECTUS DATED
---------
As set forth in the Prospectus ______________ dated (as the same may be amended
from time to time, the "Prospectus") of NBTY, Inc. (the "Company") under the
caption "The Exchange Offer - Guaranteed Delivery Procedures," and in the
accompanying Letter of Transmittal (the "Letter of Transmittal") and Instruction
1 thereto, this form or one substantially equivalent hereto must be used to
accept the Company's offer (the "Exchange Offer") to exchange any and all
outstanding 8-5/8% Senior Subordinated Notes due 2007 (the "Original Notes"), of
the Company for a like aggregate principal amount of 8-5/8% Senior Subordinated
Notes Due 2007, Series B (the "Exchange Notes"), of the Company from the holders
("Holders") thereof if (i) certificates representing the Original Notes to be
exchanged are not immediately available or (ii) the procedures for book-entry
transfer cannot be completed prior to the Expiration Date (as defined below).
This form, properly completed and duly executed, may be delivered by mail or
hand delivery or transmitted, via facsimile, to IBJ Schroder Bank & Trust
Company (the "Exchange Agent") as set forth below. All capitalized terms used
herein but not defined herein shall have the meanings ascribed to them in the
Prospectus.
------------------------------------------------------------------------------
| |
|THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON _________ |
| UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR |
| TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. |
------------------------------------------------------------------------------
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
BY OVERNIGHT DELIVERY: BY MAIL: BY HAND:
IBJ Schroder Bank & Trust Company IBJ Schroder Bank & Trust Company IBJ Schroder & Trust Company
One State Street P.O. Box 84 One State Street
New York, NY 10004 Bowling Green Station New York, NY 10004
Attn: Securities Processing Window New York, NY 10274-0084 Attn: Securities Processing
Subcellar One (SC-1) Attn: Reorganization Operations Window
Department Subcellar One (SC-1)
FACSIMILE TRANSMISSION NUMBER:
(212) 858-2611
CONFIRM BY TELEPHONE:
(212) 858-2103
FOR INFORMATION CALL:
(212) 858-2103
Delivery of this instrument to an address other than as set forth
above, or transmission of instructions via facsimile other than as set forth
above, will not constitute a valid delivery.
This form is not to be used to guarantee signatures. If a signature on
the Letter of Transmittal is required to be guaranteed by an "Eligible
Institution" under the instructions thereto, such signature guarantee must
appear in the applicable space provided in the signature box on the Letter of
Transmittal.
Ladies and Gentlemen:
The undersigned hereby tender(s) to the Company, upon the terms and
subject to the conditions set forth in the Prospectus and the Letter of
Transmittal, receipt of which is hereby acknowledged, the principal amount of
Original Notes set forth below pursuant to the guaranteed delivery procedures
set forth in the Prospectus under the caption "The Exchange Offer - Guaranteed
Delivery Procedures."
All authority herein conferred or agreed to be conferred by this Notice
of Guaranteed Delivery shall survive the death or incapacity of the undersigned,
and every obligation of the undersigned under this Notice of Guaranteed Delivery
shall be binding upon the heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives of the undersigned.
PLEASE SIGN AND COMPLETE
- ---------------------------------------------------------------------------------------------------------------------
Signatures of Registered Holder(s) or Authorized Date:.....................................
Signatory: ........................................
................................................... Address: .................................
................................................... ..........................................
Name(s) of Registered Holder(s):................... Area Code and Telephone No.:..............
................................................... If Notes will be delivered by book-entry transfer, check
trust company below:
...................................................
...................................................
_
Principal Amount of Original Notes Tendered:....... | | The Depository Trust Company
-
Depository Account No.:...........................
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The Notice of Guaranteed Delivery must be signed by the Holder(s) exactly as
their name(s) appear on certificates for Original Notes or on a security
position listing as the owner of Original Notes, or by person(s) authorized to
become Holder(s) by endorsements and documents transmitted with this Notice of
Guaranteed Delivery. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must provide the following information:
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s):
------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Capacity:
------------------------------------------------------------------------
Address(es):
--------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Do not send Original Notes with this form. Original Notes should be sent to the
Exchange Agent together with a properly completed and duly executed Letter of
Transmittal.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a member firm of a registered national securities exchange or
of the National Association of Securities Dealers, Inc., or a commercial bank or
trust company having an office or a correspondent in the United States, hereby
guarantees that, within three New York Stock Exchange trading days from the date
of this Notice of Guaranteed Delivery, a properly completed and duly executed
letter of Transmittal (or a facsimile thereof), together with certificates
representing the Original Notes tendered hereby in proper form for transfer (or
confirmation of the book-entry transfer of such Original Notes into the Exchange
Agent's account at a Book-Entry Transfer Facility, pursuant to the procedure for
book-entry transfer set forth in the Prospectus under the caption "The Exchange
Offer - Procedures for Tendering"), and required documents will be deposited by
the undersigned with the Exchange Agent.
Name of Firm:
-------------------------- --------------------------------
Authorized Signature
Address: Name:
------------------------------- ----------------------------
Title:
---------------------------
Area Code and Telephone No. Date:
----------- ---------------------------
- --------------------------------------------------------------------------------
DO NOT SEND ORIGINAL NOTES WITH THIS FORM. ACTUAL SURRENDER
OF ORIGINAL NOTES MUST BE MADE PURSUANT TO, AND BE
ACCOMPANIED BY, A PROPERLY COMPLETED AND VALIDLY EXECUTED
LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.
INSTRUCTION TO REGISTERED HOLDER AND/OR BOOK-
ENTRY TRANSFER PARTICIPANT FROM BENEFICIAL OWNER
FOR
TENDER OF 8-5/8% SENIOR SUBORDINATED NOTES DUE 2007
IN EXCHANGE FOR
8-5/8% SENIOR SUBORDINATED NOTES DUE 2007, SERIES B
OF NBTY, INC.
- --------------------------------------------------------------------------------
THE EXCHANGE OFFER WIL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON ______________ UNLESS EXTENDED (THE "EXPIRATION DATE").
ORIGINAL NOTES TENDERED IN THE EXCHANGE OFFER MAY BE
WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
- --------------------------------------------------------------------------------
Registered Holder and/or Participant of the Book-Entry Transfer Facility:
The undersigned hereby acknowledges receipt of the Prospectus dated
______________ (the "Prospectus") of NBTY, Inc., a Delaware corporation (the
"Company"), and the accompanying Letter of Transmittal (the "Letter of
Transmittal"), that together constitute the Company's offer (the "Exchange
Offer") to exchange any and all outstanding 8-5/8% Senior Subordinated Notes Due
2007 (the "Original Notes"), of the Company for a like aggregate principal
amount of 8-5/8% Senior Subordinated Notes Due 2007, Series B (the "Exchange
Notes"), of the Company. Capitalized terms used but not defined herein have the
meanings ascribed to them in the Prospectus.
This will instruct you, the registered holder and/or book-entry
transfer facility participant, as to the action to be taken by you relating to
the Exchange Offer with respect to the Original Notes held by you for the
account of the undersigned.
The aggregate face amount of the Original Notes held by you for the
account of the undersigned is (FILL IN AMOUNT):
$________________ of the 8-5/8% Senior Subordinated Notes Due 2007.
With respect to the Exchange Offer, the undersigned hereby instructs
you (CHECK THE APPROPRIATE BOX):
| | To TENDER the following Original Notes held by you for the account of
the undersigned (INSERT PRINCIPAL AMOUNT OF ORIGINAL NOTES TO BE TENDERED (IF
ANY): $______________________
| | NOT TO TENDER any Original Notes held by you for the account of the
undersigned.
If the undersigned instructs you to tender the Original Notes held by
you for the account of the undersigned, it is understood that you are authorized
to make, on behalf of the undersigned (and the undersigned, by its signature
below, hereby makes to you), the representations and warranties contained in the
Letter of Transmittal that are to be made with respect to the undersigned as a
beneficial owner, including, but not limited to, the representations that (i)
any Exchange Notes to be received by the undersigned will be acquired in the
ordinary course of business of the undersigned, (ii) at the time of commencement
of the Exchange Offer, the undersigned had no arrangement or understanding with
any person to participate in the distribution (within the meaning of the
Securities Act of 1933, as amended (the "Securities Act")) of the Exchange Notes
in violation of the Securities Act, (iii) the undersigned is not an "affiliate"
(as defined in Rule 405 promulgated under the Securities Act) of the Company,
(iv) if the undersigned is not a broker-dealer, the undersigned is not engaged
in, and does not intend to engage in, the distribution of Exchange Notes, and
(v) if the undersigned is a broker-dealer that will receive Exchange Notes for
its own account in exchange for Original Notes that were acquired as a result of
market making or other trading activities, that it will deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale of
such Exchange Notes. By acknowledging that it will deliver and by delivering a
prospectus meeting the requirements of the Securities Act in connection with any
resale of such Exchange Notes, the undersigned is not deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.
SIGN HERE
Name of beneficial owner(s):
----------------------------------------------------
Signature(s):
-------------------------------------------------------------------
Name(s) (please print):
---------------------------------------------------------
Address:
------------------------------------------------------------------------
Telephone Number:
---------------------------------------------------------------
Taxpayer Identification or Social Security Number:
------------------------------
Date:
--------------------------------------------------------------------------
OFFER FOR ANY AND ALL OUTSTANDING
8-5/8% SENIOR SUBORDINATED NOTES DUE 2007
IN EXCHANGE FOR
8-5/8% SENIOR SUBORDINATED NOTES DUE 2007, SERIES B
OF NBTY, INC.
---------------
TO OUR CLIENTS:
Enclosed for your consideration is the Prospectus dated __________ (as
the same may be amended from time to time, the "Prospectus") and a related
Letter of Transmittal (the "Letter of Transmittal," together with the
Prospectus, the "Exchange Offer") relating to the offer by NBTY, Inc. (the
"Company") to exchange any and all outstanding 8-5/8% Senior Subordinated Notes
Due 2007 (the "Original Notes"), of the Company for a like aggregate principal
amount of 8-5/8% Senior Subordinated Notes Due 2007, Series B (the "Exchange
Notes"), of the Company.
Please Note that the Exchange Offer will expire at 5:00 p.m., New York
City time, on ________________ unless extended.
The Exchange Offer is not conditioned upon any minimum number of
Original Notes being tendered.
We are the registered holder of the 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 of the Original Notes held by us for your account, pursuant to
the terms and conditions set forth in the Exchange Offer. We also request that
you confirm that we may on your behalf make the representations contained in the
Letter of Transmittal that are to be made with respect to you as beneficial
owner.
Pursuant to the Letter of Transmittal, each holder of Original Notes
will represent to the Company that (i) any Exchange Notes to be received by it
will be acquired in the ordinary course of its business, (ii) at the time of the
commencement of the Exchange Offer, it has no arrangement or understanding with
any person to participate in the distribution (within the meaning of the
Securities Act of 1933, as amended (the "Securities Act")), of the Exchange
Notes in violation of the Securities Act, (iii) it is not an "affiliate" (as
defined in Rule 405 promulgated under the Securities Act) of the Company, (iv)
if such holder is not a broker-dealer, that it is not engaged in, and does not
intend to engage in, the distribution of Exchange Notes, and (v) if such holder
is a broker-dealer that will receive Exchange Notes for its own account in
exchange for Original Notes that were acquired as a result of market making or
other trading activities, that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such
Exchange Notes. By acknowledging that it will deliver and by delivering a
prospectus meeting the requirements of the Securities Act in connection with any
resale of such Exchange Notes, such broker-dealer will not be deemed to admit
that it is an "underwriter" within the meaning of the Securities Act.
Very truly yours,