Exhibit 99.4
DOMINO'S INC.
Offer to Exchange
May 13, 1999
To: Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
Domino's, Inc. is offering, upon the terms and conditions set forth in the
prospectus dated May 13, 1999, and the enclosed letter of transmittal, to
exchange its Series B 10 3/8% Senior Subordinated Notes due 2009 which have been
registered under the Securities Act for an equal principal amount of its
outstanding 10 3/8% Senior Subordinated Notes due 2009 which have not been so
registered. The exchange offer is being made in order to satisfy certain
obligations of Domino's contained in the registration rights agreement dated
December 21, 1998 by and among Domino's and the other signatories thereto.
We are requesting that you contact your clients for whom you hold notes and
inform them of the exchange offer. For your information and for forwarding to
your clients for whom you hold notes registered in your name or in the name of
your nominee, or who hold notes registered in their own names, we are enclosing
the following documents:
1. the prospectus;
2. the letter of transmittal, including guidelines of the Internal
Revenue Service for Certification of Taxpayer Identification Number on
Substitute Form W-9, 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 notes are not immediately available or time will not
permit all required documents to reach the exchange agent prior to the time the
exchange offer expires, or if the procedures for book-entry transfer cannot be
completed on a timely basis;
4. a form of letter which may be sent to your clients for whose accounts
you hold notes registered in your name or in the name of your nominee, with
space provided for obtaining such clients' instructions with regard to the
exchange offer; and
5. a return envelope addressed to IBJ Whitehall Bank & Trust Company, the
exchange agent.
Your prompt action is requested. The exchange offer will expire at 5:00
p.m., New York City time, on June 15, 1999, unless we extend the offer beyond
that date. You may withdraw notes that have been tendered pursuant to the
exchange offer at any time before the exchange offer expires.
To participate in the exchange offer, you should carefully read and follow
the instructions set forth in the letter of transmittal and the prospectus.
If the holders of notes wish to tender, but it is impracticable for them to
forward their certificates for notes prior to the expiration of the exchange
offer or to comply with the book-entry transfer procedures on a timely basis,
they may tender the notes by following the guaranteed delivery procedures
described in the prospectus under "The Exchange Offer--Guaranteed Delivery
Procedures."
Domino's will not pay any fees or commissions to brokers, dealers or other
persons for soliciting exchanges of notes pursuant to the exchange offer.
Domino's will, however, upon request, reimburse you for customary clerical and
mailing expenses incurred by you in forwarding any of the enclosed materials to
your clients. Domino's will pay any stock transfer taxes payable on the
transfer of notes to it, except as otherwise provided in Instruction 11 of the
letter of transmittal.
You may direct any questions and requests for assistance with respect to
the exchange offer or for additional copies of the prospectus, letter of
transmittal and other enclosed materials to the exchange agent at its address
and telephone number set forth on the front of the letter of transmittal.
Nothing contained in this letter or in the enclosed documents shall
constitute you or any other person as an agent of Domino's, Inc., the exchange
agent, or any affiliate of either of them, or authorize you or any other person
to make any statements or use any documents on behalf of any of them in
connection with the exchange offer other than the enclosed documents and the
statements contained therein.
Very truly yours,
DOMINO'S, INC.
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DOMINO'S, INC.
Offer to Exchange
May 13 , 1999
To Our Clients:
We are enclosing for your consideration a prospectus dated May 13, 1999 and
a letter of transmittal relating to the offer by Domino's, Inc. to exchange its
Series B 10 3/8% Senior Subordinated Notes due 2009 which have been registered
under the Securities Act for an equal principal amount of its outstanding
10 3/8% Senior Subordinated Notes due 2009. The exchange offer is being made
upon the terms and subject to the conditions set forth in the prospectus and the
letter of transmittal. The exchange offer is being made in order to satisfy
certain obligations of Domino's, Inc. contained in the registration rights
agreement dated as of December 21, 1998 by and among Domino's and the other
signatories to the agreement.
We are forwarding these materials to you as the beneficial owner of notes
held by us for your account or benefit but not registered in your name. An
exchange of your notes may only be completed by us as the holder of record and
pursuant to your instructions. The letter of transmittal is furnished to you
for your information only. You may not use the letter of transmittal to
exchange notes that we hold for your account or benefit.
Accordingly, we request that you provide instructions as to whether you
wish us to exchange any or all notes held by us for your account or benefit
pursuant to the terms and conditions set forth in the prospectus and the letter
of transmittal. Your instructions should be forwarded to us as promptly as
possible in order to permit us to tender the notes on your behalf in accordance
with the provisions of the exchange offer.
We direct your attention to the following:
1. The exchange offer is for the exchange of $1,000 principal amount of
exchange notes for each $1,000 principal amount of notes, of which $275,000,000
aggregate principal amount of notes was outstanding as of May 13, 1999. The
terms of the exchange notes are identical in all material respects to the terms
of the notes, except for certain transfer restrictions and registration and
other rights relating to the exchange of the notes for exchange notes.
2. The exchange offer is subject to certain conditions. See "The
Exchange Offer--Conditions of the Exchange Offer" in the prospectus.
3. The exchange offer and withdrawal rights will expire at 5:00 p.m., New
York City time, on June 15, 1999, unless we extend the offer beyond that date.
Any notes tendered pursuant to the exchange offer may be withdrawn at any time
before the exchange offer expires.
4. Any transfer taxes incident to the transfer of notes from the
tendering holder to Domino's will be paid by Domino's, except as otherwise
provided in the prospectus and the letter of transmittal.
If you wish us to tender your notes, please so instruct us by completing,
executing and returning to us the instruction included with this letter. An
envelope to return your instructions to us is enclosed.
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The exchange offer is not being made to, nor will exchanges be accepted
from or on behalf of, holders of notes residing in any jurisdiction in which the
making of the exchange offer or acceptance thereof would not be in compliance
with the laws of such jurisdiction.
None of the 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 or signatures on the
instructions shall constitute an instruction to us to tender all the notes held
by us for your account.
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INSTRUCTIONS WITH RESPECT TO THE EXCHANGE OFFER
We acknowledge receipt of your letter and the material accompanying the
letter relating to the exchange offer being made by Domino's, Inc. with respect
to its 10 3/8% Subordinated Notes due 2009.
This will instruct you as to the action to be taken by you relating to the
exchange offer with respect to the notes held by you for our account.
The aggregate face amount of the notes held by you for our account
is:$___________________________ of the 10 3/8% Senior Subordinated Notes
due 2009.
With respect to the exchange offer, we instruct you (check appropriate
box):
[_] To TENDER the following notes held by you for our account:
$___________________________ of the 10 3/8% Senior Subordinated Notes
due 2009.
* You should note that the minimum permitted tender is $1,000 in
principal amount of notes and that all tenders must be in integral
multiples of $1,000 of principal amount.
[_] NOT to TENDER any notes held by you for the account of the
undersigned.
If we instruct you to tender the notes held by you for our account, it is
understood that you are authorized:
(1) to make, on our behalf the representations and warranties contained
in the letter of transmittal that are to be made with respect to us as
a beneficial owner of notes, it being understood and agreed that by
our signature below we are making the same representations to you;
(2) to make such agreements, representations and warranties on our behalf
as are set forth in the letter of transmittal; and
(3) to take such other action as may be necessary under the prospectus or
the letter of transmittal to effect the valid tender of such notes.
Unless a specific contrary instruction is given in the space provided, our
signature below shall constitute an instruction to you to tender all the notes
held by you for our account.
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Sign Here
Name of Beneficial Owner(s):
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Signature(s):
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Name(s) (Please Print):
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Address:
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Area Code and Telephone Number:
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Taxpayer Identification or Social Security Number:
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Date:
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