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EXHIBIT 99.4
HUNTSMAN PACKAGING CORPORATION
OFFER TO EXCHANGE UP TO $220,000,000 OF ITS
13% SENIOR SUBORDINATED NOTES DUE 2010
FOR ANY AND ALL OF ITS OUTSTANDING
13% SENIOR SUBORDINATED NOTES DUE 2010
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON , 2000, UNLESS EXTENDED.
To Our Clients:
Enclosed for your consideration is a Prospectus dated , 2000
(the "Prospectus") and a Letter of Transmittal (which together constitute the
"Exchange Offer") relating to the offer by Huntsman Packaging Corporation (the
"Company") to exchange its 13% Senior Subordinated Notes due 2010 (the "New
Notes") for an equal principal amount of its outstanding 13% Senior Subordinated
Notes due 2010 (the "Old Notes" and together with the New Notes, the "Notes").
As set forth in the Prospectus, the terms of the New Notes are identical in all
material respects to the Old Notes, except that the New Notes have been
registered under the Securities Act of 1933, as amended, and therefore will not
bear legends restricting their transfer and will not contain certain provisions
providing for the payment of liquidated damages to the holders of the Old Notes
under certain circumstances relating to the Exchange and Registration Rights
Agreement dated as of May 31, 2000 among the Company, the Note Guarantors listed
therein and Chase Securities Inc. and Deutsche Bank Securities Inc. (the
"Exchange and Registration Rights Agreement"). Old Notes may be tendered only in
integral multiples of $1,000.
The enclosed material is 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. An exchange of any Old Notes may only be made 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 Old Notes in the Exchange Offer.
Accordingly, we request instructions as to whether you wish us to exchange
any or all such Old Notes held by us for your account or benefit, pursuant to
the terms and conditions set forth in the Prospectus and Letter of Transmittal.
We urge you to read carefully the Prospectus and Letter of Transmittal before
instructing us to exchange your Old Notes.
Your instructions to us should be forwarded as promptly as possible in
order to permit us to exchange Old Notes on your behalf in accordance with the
provisions of the Exchange Offer. The Exchange Offer expires at 5:00 p.m., New
York City time, on , 2000, unless extended. The term "Expiration
Date" shall mean 5:00 p.m., New York City time, on , 2000, unless
the Exchange Offer is extended as provided in the Prospectus, in which case the
term "Expiration Date" shall mean the latest date and time to which the Exchange
Offer is extended. A tender of Old Notes may be withdrawn at any time prior to
5:00 p.m., New York City time, on the Expiration Date.
Your attention is directed to the following:
1. The Exchange Offer is for the exchange of $1,000 principal amount
of the New Notes for each $1,000 principal amount of the Old Notes, of
which $220,000,000 aggregate principal amount was outstanding as of
, 2000. The terms of the New Notes are identical in all
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respects to the Old Notes, except that the New Notes have been registered
under the Securities Act of 1933, as amended, and therefore will not bear
legends restricting their transfer and will not contain certain provisions
providing for the payment of liquidated damages to the holders of the Old
Notes under certain circumstances relating to the Exchange and Registration
Rights Agreement.
2. THE EXCHANGE OFFER IS SUBJECT TO CERTAIN CUSTOMARY CONDITIONS. SEE
"THE EXCHANGE OFFER -- CERTAIN CONDITIONS TO 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 , 2000, unless extended.
4. The Company has agreed to pay the expenses of the Exchange Offer.
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 Letter of Transmittal.
The Exchange Offer is not being made to, nor will tenders be accepted from
or on behalf of, holders of Old Notes residing in any jurisdiction in which the
making of the Exchange Offer or the acceptance thereof would not be in
compliance with the laws of such jurisdiction.
If you wish us to tender any or all of your Old Notes held by us for your
account or benefit, please so instruct us by completing, executing and returning
to us the attached instruction form. The accompanying Letter of Transmittal is
furnished to you for informational purposes only and may not be used by you to
exchange Old Notes held by us and registered in our name for your account or
benefit.
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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 Huntsman
Packaging Corporation.
This will instruct you to tender for exchange the aggregate principal
amount of Old Notes indicated below (or, if no aggregate principal amount is
indicated below, all Old Notes) held by you for the account or benefit of the
undersigned, pursuant to the terms of and conditions set forth in the Prospectus
and the Letter of Transmittal.
Aggregate Principal Amount of Old Notes to be tendered for exchange:
$
* I (we) understand that if I (we) sign this instruction form without indicating
an aggregate principal amount of Old Notes in the space above, all Old Notes
held by you for my (our) account will be tendered for exchange.
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Signature(s)
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Capacity (full title), if signing in a fiduciary or representative capacity
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Name(s) and address, including zip code
Date:
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Area Code and Telephone Number
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Taxpayer Identification or Social Security No.
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