ICON HEALTH & FITNESS, INC.
Offer to Exchange all Outstanding 11.25% Notes Due 2012
That Were Sold in a Transaction Exempt From Registration
Under the Securities Act of 1933, As Amended, Pursuant to the
Prospectus Dated March 28, 2002
for
11.25% Notes Due 2012 Which Have Been
Registered Under the Securities Act of 1933, As Amended
PLEASE NOTE THAT THE EXCHANGE OFFER AND CONSENT SOLICITATION WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON , 2002, UNLESS EXTENDED (SUCH
TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE "EXPIRATION
DATE") OR TERMINATED.
, 2002
To Our Clients:
Enclosed for your consideration is a Prospectus, dated , 2002
(as the same may be amended from time to time, the "Prospectus") of ICON Health
& Fitness, Inc. (the "Company") and the related Letter of Transmittal (the
"Letter of Transmittal" and, together with the Prospectus, the "Exchange
Offer") relating to the offer by the Company to exchange its 11.25% Notes due
2012 (the "Exchange Notes"), which have been registered under the Securities
Act of 1933, as amended (the "Securities Act") for a like principal amount of
the Company's issued and outstanding 11.25% Notes due 2012 (the "Old Notes"),
upon the terms and subject to the conditions of the Exchange Offer.
These materials are being forwarded to you as the beneficial owner of Old
Notes carried by us for your account or benefit but not registered in your
name. A tender of such Old Notes can be made only by us as the registered
holder and pursuant to your instructions. Therefore, the Company urges
beneficial owners of Old Notes registered in the name of a broker, dealer,
commercial bank, trust company or other nominee to contact such holder promptly
if they wish to exchange the Old Notes in the Exchange Offer. The Letter of
Transmittal is furnished to you for your information only and cannot be used by
you to tender Old Notes with respect to Old Notes held by us for your account.
Accordingly, we request instructions as to whether you wish us to tender all
of the Old Notes held by us for your account pursuant to the Exchange Offer.
The Exchange Offer is being made pursuant to the terms and conditions set forth
in the Prospectus and the Letter of Transmittal and we urge you to read the
Prospectus and the Letter of Transmittal carefully before giving us your
instructions.
Your instructions to us should be forwarded as promptly as possible to
permit us to tender Old 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 , 2002, UNLESS EXTENDED OR TERMINATED BY THE
COMPANY. Tenders may be withdrawn only in accordance with the procedures set
forth in the Prospectus at any time prior to the Expiration Date.
Your attention is directed to the following:
1. The Exchange Offer is for all outstanding Old Notes.
2. The Exchange Offer is not being made to (nor will the tender of Old
Notes be accepted from or on behalf of) Holders in any jurisdiction in
which the making of the Exchange Offer would not be in compliance with
the laws of such jurisdiction.
3. The Company expressly reserves the right, in its sole discretion,
subject to applicable law and the terms of the Exchange Offer, (a) to
delay acceptance of any Old Notes or to delay payment for any Old Notes
accepted for exchange or to terminate the Exchange Offer and not accept
any Old Notes not theretofore accepted for exchange, upon the failure of
the Exchange Offer to comply in whole or in part with any applicable
law, and (b) at any time, or from time to time, to amend or modify any
or all of the terms set forth in the Prospectus in any respect. The
reservation by the Company of the right to delay acceptance of Old Notes
is subject, if applicable, to the provisions of Rule 14e-1(c) under the
Securities Exchange Act of 1934, as amended, which requires that an
offeror pay the consideration offered or return the securities deposited
by or on behalf of the holders thereof promptly after the termination or
withdrawal of a tender offer.
4. The Exchange Offer and withdrawal rights will expire at 5:00 p.m., New
York City time, on , 2002, unless extended.
5. Any transfer taxes incident to the transfer of Old Notes from the
tendering Holder to the Company will be paid by the Company, except as
provided in the Prospectus and the instructions to the Letter of
Transmittal.
If you wish to exchange Old Notes held by us for your account, pursuant to
the Exchange Offer, please so instruct us by completing, executing and
returning to us the instruction form that appears below.
[Remainder of page intentionally left blank]
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INSTRUCTIONS
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Exchange Offer of the Company.
THIS WILL INSTRUCT YOU TO EXCHANGE THE PRINCIPAL AMOUNT OF OLD NOTES
INDICATED BELOW (OR, IF NO AGGREGATE AMOUNT IS INDICATED BELOW, ALL OLD NOTES)
HELD BY YOU FOR THE ACCOUNT OR BENEFIT OF THE UNDERSIGNED, PURSUANT TO THE
TERMS AND CONDITIONS SET FORTH IN THE PROSPECTUS AND THE LETTER OF TRANSMITTAL.
The aggregate face amount of the Old Notes held by you for the account of
the undersigned is (fill in amount):
$ ____________ of the Old Notes.
With respect to the Exchange Offer, the undersigned hereby instructs you
(check appropriate box):
[_] To TENDER the following Old Notes held by you for the account of the
undersigned (insert principal amount of Old Notes to be tendered, if
any):
$ ____________ of the Old Notes.
[_] NOT to TENDER any Old Notes held by you for the account of the
undersigned.
If the undersigned instructs you to tender the Old Notes held by you for the
account of the undersigned, it is understood that you are authorized: (a) 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 of the Old Notes, including but not limited to the
representations that (i) the undersigned's principal residence is in the State
of ________________, (ii) the undersigned is acquiring the Exchange Notes in
the ordinary course of business of the undersigned, (iii) the undersigned has
no arrangement or understanding with any person to participate in the
distribution of Exchange Notes, (iv) the undersigned acknowledges that any
person who is a broker-dealer registered under the Securities Exchange Act of
1934, as amended, or is participating in the Exchange Offer for the purpose of
distributing the Exchange Notes must comply with the registration and
prospectus delivery requirements of Section 10 of the Securities Act in
connection with a secondary resale transaction of the Exchange Notes acquired
by such person and cannot rely on the position of the Staff of the Securities
and Exchange Commission set forth in certain no action letters (See the section
of the Prospectus entitled "The Exchange Offer--Resale of the Exchange Notes"),
(v) the undersigned understands that a secondary resale transaction described
in clause (iv) above and any resales of Exchange Notes obtained by the
undersigned in exchange for the Old Notes acquired by the undersigned directly
from the Company should be covered by an effective registration statement
containing the selling securityholder information required by Item 507 or Item
508, if applicable, of Regulation S-K under the Securities Act, (vi) the
undersigned is not an "affiliate" of the Company, as defined in Rule 405 of the
Securities Act, and (vii) if the undersigned is a broker-dealer that will
receive Exchange Notes for its own account in exchange for Old Notes that were
acquired as a result of market-making activities or other trading activities,
it acknowledges that it will deliver a prospectus meeting the requirements of
Section 10 of the Securities Act in connection with any resale of such Exchange
Notes; however, by so acknowledging and by delivering such prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act; (b) to agree, on behalf of the undersigned, as
set forth in the Letter of Transmittal; and (c) to take such other action as
necessary under the Prospectus or the Letter of Transmittal to effect the valid
tender of Old Notes.
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The purchaser status of the undersigned is (check the box that applies):
[_] A "Qualified Institutional Buyer" (as defined in Rule 144A under the
Securities Act)
[_] An "Institutional Accredited Investor" (as defined in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act)
[_] A non "U.S. person" (as defined in Regulation S under the Securities
Act) that purchased the Old Notes outside the United States in
accordance with Rule 904 under the Securities Act
[_] Other (describe): ______________________________________________________
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Name of Beneficial Owner(s)
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Signature(s)
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Name(s) (please print)
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Address (please type or print)
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Area code and telephone number
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Taxpayer Identification or Social Security Number
, 2002
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Date
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