USI AMERICAN HOLDINGS, INC.
OFFER TO EXCHANGE ANY AND ALL OUTSTANDING
7 1/4% SENIOR NOTES DUE DECEMBER 1, 2006, SERIES A,
WHICH ARE NOT REGISTERED UNDER THE SECURITIES ACT,
FOR
7 1/4% SENIOR NOTES DUE DECEMBER 1, 2006, SERIES B,
WHICH ARE REGISTERED UNDER THE SECURITIES ACT
EACH SERIES UNCONDITIONALLY GUARANTEED BY
U.S. INDUSTRIES, INC.
To Our Clients:
Enclosed for your consideration is a Prospectus, dated , 1997 (the
"Prospectus"), and the related Letter of Transmittal (the "Letter of
Transmittal"), relating to the offer (the "Exchange Offer") of USI American
Holdings, Inc. (the "Issuer") to exchange $1,000 principal amount of its 7 1/4%
Senior Notes due December 1, 2006, Series B (the "New Notes"), which are
registered under the Securities Act of 1933, as amended (the "Securities Act"),
for each $1,000 principal amount of its 7 1/4% Senior Notes due December 1,
2006, Series A (the "Existing Notes"; and together with the New Notes, the
"Notes"), which are not registered under the Securities Act, upon the terms and
subject to the conditions described in the Prospectus. The Notes are
unconditionally guaranteed by the Issuer's parent, U.S. Industries, Inc. (the
"Company"). The Exchange Offer is being made in order to satisfy certain
obligations of the Issuer and the Company contained in the Registration Rights
Agreement, dated December 12, 1996, among the Issuer, the Company and BA
Securities Inc., as Initial Purchaser.
This material is being forwarded to you as the beneficial owner of the
Existing Notes carried by us in your account but not registered in your name. A
tender of such Existing Notes may only be made by us as the holder of record and
pursuant to your instructions.
Accordingly, we request instructions as to whether you wish us to
tender on your behalf the Existing Notes held by us for your account, pursuant
to the terms and conditions set forth in the enclosed Prospectus and Letter of
Transmittal.
Your instructions should be forwarded to us as promptly as possible in
order to permit us to tender the Existing 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 , 1997, unless extended by the Issuer (the
"Expiration Date"). Any Existing Notes tendered pursuant to the Exchange Offer
may be withdrawn at any time before 5:00 p.m., New York City time, on the
Expiration Date.
Your attention is directed to the following:
1. The Exchange Offer is for any and all Existing Notes.
2. The Exchange Offer is subject to certain conditions set forth
in the Prospectus in the section captioned "The Exchange
Offer--Conditions."
3. Holders who tender their Existing Notes for exchange will not
be obligated to pay any transfer taxes in connection
therewith, except that holders who instruct the Issuer to
register New Notes in the name of, or request that Existing
Notes not be tendered or not accepted in the Exchange Offer be
returned to, a person other than the registered tendering
holder will be responsible for the payment of any applicable
transfer tax thereon.
4. The Exchange Offer expires at 5:00 p.m., New York City time,
on , 1997, unless extended by the Issuer.
If you wish to have us tender your Existing Notes, please so instruct
us by completing, executing and returning to us the instruction form on the back
of this letter. The Letter of Transmittal is furnished to you for information
only and may not be used directly by you to tender Existing Notes.
INSTRUCTIONS WITH RESPECT TO
THE EXCHANGE OFFER
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Exchange Offer made by USI American
Holdings, Inc., with respect to its Existing Notes.
This will instruct you to tender the Existing Notes held by you for the
account of the undersigned, upon and subject to the terms and conditions set
forth in the Prospectus and the related Letter of Transmittal.
Please tender the Existing Notes held by you for my account as
indicated below:
---------------------------------------------
7 1/4% Senior Notes due December 1, 2006, AGGREGATE PRINCIPAL AMOUNT OF EXISTING NOTES
Series A (the "Existing Notes") . . .
|_| Please do not tender any Existing
Notes held by you for my account
Dated: , 1997
SIGNATURE(S)
PLEASE PRINT NAME(S) HERE
ADDRESS(ES)
AREA CODE AND TELEPHONE NUMBER
TAX IDENTIFICATION OR SOCIAL SECURITY NO(S).
None of the Existing Notes held by us for your account will be tendered
unless we receive written instructions from you to do so. Unless a specific
contrary instruction is given in the space provided, your signature(s) hereon
shall constitute an instruction to us to tender all the Existing Notes held by
us for your account.
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