Exhibit 99.3
OFFER TO EXCHANGE
12% SENIOR SUBORDINATED NOTES DUE 2009, WHICH
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT,
FOR OUTSTANDING
12% SENIOR SUBORDINATED NOTES DUE 2009
OF
PRECISION PARTNERS, INC.
To The Depository Trust Company participants:
We are enclosing herewith the materials listed below relating to the offer
by Precision Partners, Inc. (the "Company") to exchange up to $100,000,000
aggregate principal amount of its 12% Senior Subordinated Notes Due 2009,
pursuant to an offering registered under the Securities Act of 1933 for a like
principal amount of its issued and outstanding 12% Senior Subordinated Notes Due
2009, upon the terms and subject to the conditions set forth in the prospectus
dated [ ] of the Company, and the related letter of transmittal,
in each case as amended or supplemented from time to time (which together
constitute the "Exchange Offer").
Enclosed herewith are copies of the following documents:
1. Prospectus dated [ ]
2. Letter of transmittal;
3. Notice of guaranteed delivery;
4. Instruction to book-entry transfer participant from owner; and
5. Letter which may be sent to your clients for whose account you
hold outstanding notes in your name or in the name of your
nominee, to accompany the instruction form referred to above,
for obtaining such client's instruction with regard to the
Exchange Offer.
WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE 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
outstanding notes being tendered.
To participate in the Exchange Offer, a beneficial holder of outstanding
notes must cause a DTC participant to tender such holder's outstanding notes to
The Bank of New York's account, as exchange agent, maintained at The Depository
Trust Company ("DTC") for the benefit of the exchange agent through DTC's
Automated Tender Offer Program ("ATOP"), including transmission of a
computer-generated message that acknowledges and agrees, on behalf of the DTC
participant and the beneficial owners of tendered outstanding notes, to be bound
by the terms of the letter of transmittal. By complying with DTC's ATOP
procedures with respect the Exchange Offer, the DTC participant confirms, on
behalf of itself and the beneficial or owners of tendered outstanding notes, all
provisions of the letter of transmittal applicable to it and such beneficial
owners as fully as if it completed, executed and returned the letter of
transmittal to the exchange agent.
Pursuant to the letter of transmittal, each holder of outstanding notes
will represent to the Company that (i) it is not an affiliate of the Company or
its subsidiaries or, if the holder is an affiliate of the Company or its
subsidiaries, it will comply with the registration and prospectus requirements
of the Securities Act to the extent applicable, (ii) the exchange notes are
being acquired in the ordinary course of business of the person receiving such
exchange notes, whether or not such person is the holder, (iii) the holder has
not entered into an arrangement or understanding with any person to participate
in the distribution (within the meaning of the Securities Act) of the exchange
notes, (iv) the holder is not a broker-dealer who purchased the notes for resale
pursuant to an exemption under the Securities Act, and (v) the holder will be
able to trade exchange notes acquired in the Exchange Offer without restriction
under the Securities Act. If the tendering holder is a broker-dealer that will
receive exchange notes for its own account pursuant to the Exchange Offer, the
Company will represent on behalf of such broker-dealer that the outstanding
notes to be exchanged for the
exchange notes were acquired by it as a result of market-making activities or
other trading activities, and acknowledge on behalf of such broker-dealer 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 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.
The enclosed instruction to the book-entry transfer participant from owner
contains an authorization by the beneficial owners of the outstanding notes for
you to make the foregoing representations.
We will not pay any fee or commission to any broker or dealer or to any
other persons (other than the exchange agent) in connection with the
solicitation of tenders of outstanding notes pursuant to the Exchange Offer. We
will pay or cause to be paid any transfer taxes payable on the transfer of
outstanding notes to it, except as otherwise provided in Instruction 7 of the
enclosed letter of transmittal.
Additional copies of the enclosed material may be obtained from The Bank of
New York, 101 Barclay Street, 7E, New York, New York 10286, Attention:
Reorganization Section.
Very truly yours,
PRECISION PARTNERS, INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE
AGENT OF PRECISION PARTNERS, INC., OR THE BANK OF NEW YORK OR AUTHORIZE YOU TO
USE ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN CONNECTION WITH THE
EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS
CONTAINED THEREIN.