EXHIBIT 99.5
PLIANT CORPORATION
OFFER TO EXCHANGE UP TO $100,000,000 OF ITS
13% SENIOR SUBORDINATED NOTES DUE 2010
FOR ANY AND ALL OF ITS OUTSTANDING
13% SENIOR SUBORDINATED NOTES DUE 2010
ISSUED APRIL 10, 2002
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON , 2002, UNLESS EXTENDED.
To Our Clients:
Enclosed for your consideration is a Prospectus dated , 2002 (the
"Prospectus") and a Letter of Transmittal (which together constitute the
"Exchange Offer") relating to the offer by Pliant 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
issued April 10, 2002 (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 April 10, 2002 among the Company, the Note
Guarantors listed therein and J.P. Morgan 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 , 2002, unless extended. The term "Expiration Date" shall
mean 5:00 p.m., New York City time, on , 2002, 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 $100,000,000 aggregate principal amount was outstanding as of
, 2002. The terms of the New Notes are identical in all 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 , 2002, 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 Pliant 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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