Exhibit 99.4
BURNS PHILP CAPITAL PTY LIMITED
BURNS PHILP CAPITAL (U.S.) INC.
OFFER TO EXCHANGE
THEIR
9-1/2% SERIES B SENIOR NOTES DUE 2010
FOR ANY AND ALL OF THEIR
9-1/2% SENIOR NOTES DUE 2010
UNCONDITIONALLY GUARANTEED ON A SENIOR BASIS BY
BURNS, PHILP & COMPANY LIMITED
AND CERTAIN OF ITS SUBSIDIARIES
To Our Clients:
Enclosed for your consideration are the Prospectus, dated ___, 2003
(the "Prospectus") and the related Letter of Transmittal (which together with
the Prospectus constitute the "Exchange Offer") in connection with the offer by
Burns Philp Capital Pty Limited, a company incorporated under the laws of
Australia (the "Australian Company") and Burns Philp Capital (U.S.) Inc., a
company incorporated under the laws of Delaware (the "U.S. Company," together
with the Australian Company, the "Companies"), to exchange their outstanding
9-1/2% Series B Senior Notes due 2010 (the "Exchange Notes") for any and all of
their outstanding 9-1/2% Senior Notes due 2010 (the "Old Notes"), upon the terms
and subject to the conditions set forth in the Exchange Offer.
We are the Registered Holders of Old Notes held for your account. An
exchange of the Old Notes can be made only by us as the Registered Holders and
pursuant to your instructions. The Letter of Transmittal is furnished to you for
your information only and cannot be used by you to exchange the Old Notes held
by us for your account. The Exchange Offer provides a procedure for holders to
tender by means of guaranteed delivery.
We request information as to whether you wish us to exchange any or
all of the Old Notes held by us for your account upon the terms and subject to
the conditions of the Exchange Offer.
Your attention is directed to the following:
1. The Exchange Notes will be issued in exchange for the Old Notes
at the rate of US$1,000 principal amount of Exchange Notes for each
US$1,000 principal amount of Old Notes. Interest on the Exchange Notes
issued pursuant to the Exchange Offer will accrue from the last interest
payment date on which interest was paid on the Old Notes surrendered in
exchange therefor or, if no interest has been paid, from the original date
of issuance of the Old Notes. Interest on the Exchange Notes is payable
semi-annually on each May 15 and November 15, commencing on November 15,
2003. The Exchange Notes will bear interest (as do the Old Notes) at a
rate equal to 9-1/2% per annum. The form and terms of the Exchange Notes
are identical in all material respects to the form and terms of the Old
Notes, except (i) that the offering of the Exchange Notes has been
registered under the Securities Act of 1933, as amended (the "Securities
Act"), (ii) that the Exchange Notes will not be subject to transfer
restrictions under the Securities Act and (iii) for certain provisions
relating to the payment of additional interest in connection with a
Registration Default as described in the Prospectus under "The Exchange
Offer -- Purpose and Effect of the Exchange Offer."
2. Based on an interpretation by the staff of the Securities and
Exchange Commission, Exchange Notes issued pursuant to the Exchange Offer
in exchange for Old Notes may be offered for resale, resold and otherwise
transferred by holders thereof (other than any such holder which is an
"affiliate" of the Companies or the guarantors within the meaning of Rule
405 under the Securities Act or a "broker" or "dealer" registered under
the Securities Exchange Act of
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1934, as amended) without compliance with the registration and prospectus
delivery provisions of the Securities Act provided that such Exchange
Notes are acquired in the ordinary course of such holders' business and
such holders have no arrangement or understanding with any person to
participate in the distribution of such Exchange Notes. Also, if such
holder is a broker-dealer that acquired Old Notes as a result of
market-making or trading activities, the holder must deliver the
Prospectus in connection with any resale of such Exchange Notes. See the
discussion in the Prospectus under "The Exchange Offer -- Purpose and
Effect of the Exchange Offer."
3. The Exchange Offer is not conditioned on any minimum principal
amount of Old Notes being tendered.
4. Notwithstanding any other term of the Exchange Offer, the
Companies will not be required to accept for exchange, or Exchange Notes
for, any Old Notes not theretofore accepted for exchange, and may
terminate or amend the Exchange Offer as provided herein before the
acceptance of such Old Notes, if any of the conditions described in the
Prospectus under "The Exchange Offer -- Conditions" exist.
5. Tendered Old Notes may be withdrawn at any time prior to 5:00
p.m., New York City time, on ________, 2003.
6. Any transfer taxes applicable to the exchange of the Old Notes
pursuant to the Exchange Offer will be paid by the Companies, except as
otherwise provided in the Prospectus under "The Exchange Offer -- Fees and
Expenses" and in Instruction 9 of the Letter of Transmittal.
If you wish to have us tender any or all of your Old Notes, please
so instruct us by completing, detaching and returning to us the instruction form
attached hereto. An envelope to return your instructions is enclosed. If you
authorize a tender of your Old Notes, the entire principal amount of Old Notes
held for your account will be tendered unless otherwise specified on the
instruction form. Your instructions should be forwarded to us in ample time to
permit us to submit a tender on your behalf by the Expiration Date.
The Exchange Offer is not being made to, nor will tenders be
accepted from or on behalf of, (i) holders of the Old Notes 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 or would otherwise not be in
compliance with any provision of any applicable security law and (ii) holders of
Old Notes who are affiliates of the Companies.
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