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: Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees;
USI American Holdings, Inc. (the "Issuer") is offering, upon and
subject to the terms and conditions set forth in the Prospectus, dated ,
1997 (the "Prospectus"), and the enclosed Letter of Transmittal (the "Letter of
Transmittal"), to exchange (the "Exchange Offer") $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 outstanding 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. 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.
We are requesting that you contact your clients for whom you hold
Existing Notes regarding the Exchange Offer. For your information and for
forwarding to your clients for whom you hold Existing Notes registered in your
name or in the name of your nominee, or who hold Existing Notes registered in
their own names, we are enclosing the following documents:
1. Prospectus dated , 1997;
2. The Letter of Transmittal for your use and for the information
of your clients;
3. A Notice of Guaranteed Delivery to be used to accept the
Exchange Offer if certificates for Existing Notes are not
immediately available or time will not permit all required
documents to reach the Exchange Agent prior to the Expiration
Date (as defined below) or if the procedure for book-entry
transfer, including through the Automated Tender Offer Program
("ATOP") of the Depository Trust Company ("DTC"), cannot be
completed on a timely basis;
4. A form of letter which may be sent to your clients for whose
account you hold Existing Notes registered in your name or the
name or your nominee, with space provided for obtaining such
clients' instructions with regard to the Exchange Offer; and
5. Guidelines for Certification of Taxpayer Identification Number
of Substitute Form W-9.
Your prompt action is requested. The Exchange Offer will expire at 5:00
p.m., New York City time, on , 1997, unless extended by the Issuer (the
"Expiration Date"). The Existing Notes tendered pursuant to the Exchange Offer
may be withdrawn at any time before 5:00 pm., New York City time, on the
Expiration Date.
To participate in the Exchange Offer, a duly executed and property
completed Letter of Transmittal (or facsimile thereon), with any required
signature guaranties and any other required documents, should be sent to the
Exchange Agent and certificates representing the Existing Notes should be
delivered to the Exchange Agent, all in accordance with the instructions set
forth in the Letter of Transmittal and the Prospectus. NOTWITHSTANDING THE
FOREGOING, A PARTICIPANT IN DTC (A "DTC PARTICIPANT") MAY VALIDLY ACCEPT THE
TERMS OF THE EXCHANGE OFFER BY TENDERING EXISTING NOTES THROUGH ATOP PRIOR TO
THE EXPIRATION DATE. ACCORDINGLY, SUCH DTC PARTICIPANT MUST ELECTRONICALLY
TRANSMIT ITS ACCEPTANCE TO DTC THROUGH ATOP, AND THEN DTC WILL EDIT AND VERIFY
THE ACCEPTANCE, EXECUTE A BOOK-ENTRY DELIVERY TO THE EXCHANGE AGENT'S ACCOUNT AT
DTC AND SEND AN AGENT'S MESSAGE TO THE EXCHANGE AGENT FOR ITS ACCEPTANCE. BY
TENDERING THROUGH ATOP, SUCH DTC PARTICIPANT WILL EXPRESSLY ACKNOWLEDGE RECEIPT
OF THIS LETTER OF TRANSMITTAL AND AGREE TO BE BOUND BY ITS TERMS AND THE ISSUER
WILL BE ABLE TO ENFORCE SUCH AGREEMENT AGAINST SUCH DTC PARTICIPANT.
If holders of Existing Notes wish to tender, but it is impracticable
for them to forward their certificates for Existing Notes prior to the
expiration of the Exchange Offer or to comply with the book-entry transfer
procedures, including those with respect to tenders through ATOP, on a timely
basis, a tender may be effected by following the guaranteed delivery procedures
described in the Prospectus under the caption "Procedures for Tendering Existing
Notes--Guaranteed Delivery Procedures."
Holders who tender their Existing Notes for exchange will not be
obligated to pay any transfer taxes in connection therewith, expect that holders
who instruct the Issuer to register New Notes in the name of, or request that
Existing Notes not 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.
Any inquiries you may have with respect to the Exchange Offer, or
requests for additional copies of the enclosed materials, should be directed to
PNC Bank, National Association, the Exchange Agent for the Existing Notes, at
its address and telephone number set forth on the front of the Letter of
Transmittal.
Very truly yours,
USI AMERICAN HOLDINGS, INC.
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
PERSON AS AN AGENT OF THE ISSUER OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF
THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN
THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.
Enclosures
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