EXHIBIT 99.3
AGRILINK FOODS, INC.
OFFER TO EXCHANGE ITS 11-7/8% SENIOR SUBORDINATED NOTES DUE 2008
FOR ANY AND ALL OF ITS OUTSTANDING 11-7/8% SENIOR SUBORDINATED NOTES DUE 2008
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON [ ], UNLESS EXTENDED.
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[ ], 1999
To: Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Agrilink Foods, Inc., a New York corporation (the "Company"), is
offering upon the terms and conditions set forth in the Prospectus, dated [ ],
1999 (the "Prospectus"), and the enclosed Letter of Transmittal (the "Letter of
Transmittal"), to exchange (the "Exchange Offer") its 11-7/8% Senior
Subordinated Notes due 2008 (the "Exchange Notes") for an equal principal amount
of its outstanding 11-7/8% Senior Subordinated Notes due 2008 (the "Initial
Notes"). The Exchange Offer is being made in order to satisfy certain
obligations of the Company contained in the Registration Rights Agreement dated
as of November 18, 1998, by and among the Company and the other signatories
thereto.
We are requesting that you contact your clients for whom you hold
Initial Notes regarding the Exchange Offer. For your information and for
forwarding to your clients for whom you hold Initial Notes registered in your
name or in the name of your nominee, or who hold Initial 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 Initial 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 procedure 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 Initial 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 Schroder 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 [ ], 1999, UNLESS EXTENDED. INITIAL NOTES
TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME BEFORE THE
EXCHANGE OFFER EXPIRES.
To participate in the Exchange Offer, a duly executed and properly
completed Letter of Transmittal (or facsimile thereof or an Agent's Message in
lieu thereof), with any required signature guarantees and any other required
documents, should be sent to the Exchange Agent and certificates
representing the Initial Notes should be delivered to the Exchange Agent, all in
accordance with the instructions set forth in the Letter of Transmittal and the
Prospectus.
If holders of Initial Notes wish to tender, but it is impracticable for
them to forward their certificates for Initial Notes prior to the expiration of
the Exchange Offer or to comply with the book-entry transfer procedures on a
timely basis, a tender may be effected by following the guaranteed delivery
procedures described in the Prospectus under "The Exchange Offer--Guaranteed
Delivery Procedures."
The Company will not pay any fees or commissions to brokers, dealers or
other persons for soliciting exchanges of Initial Notes pursuant to the Exchange
Offer. The Company 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. The Company will pay or cause to be paid any stock
transfer taxes payable on the transfer of Initial Notes to it, except as
otherwise provided in Instruction 7 of the Letter of Transmittal.
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 may be directed to the Exchange Agent at its address and
telephone number set forth on the front of the Letter of Transmittal.
Very truly yours,
AGRILINK FOODS, INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE
YOU OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY, THE EXCHANGE AGENT, OR ANY
AFFILIATE OF EITHER OF THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY
STATEMENTS OR USE ANY DOCUMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE
EXCHANGE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED
THEREIN.
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