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Exhibit 99.3
Offer for any and all Outstanding
10 1/8% Senior Subordinated Notes Due 2007, Series A
In Exchange for
10 1/8% Senior Subordinated Notes Due 2007, Series B
of Safety Components International, Inc.
Pursuant to the Prospectus
dated _______, 1997
___________, 1997
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We are enclosing herewith the materials listed below relating to the
offer by Safety Components International, Inc. (the "Company") to exchange, upon
the terms and subject to the conditions set forth in the Prospectus dated
_________, 1997 (the "Prospectus") and in the related Letter of Transmittal (the
"Letter of Transmittal," together with the Prospectus, the "Exchange Offer"),
any and all outstanding 10 1/8% Senior Subordinated Notes Due 2007, Series A
("Old Notes") of the Company for a like aggregate principal amount of 10 1/8%
Senior Subordinated Notes Due 2007, Series B of the Company.
Enclosed herewith are copies of the following documents:
1. The Prospectus;
2. The Letter of Transmittal for your use and for the information of
your clients, together with guidelines of the Internal Revenue Service for
Certification of Taxpayer Identification Number on Substitute Form W-9 providing
information relating to backup federal income tax withholding;
3. Notice of Guaranteed Delivery to be used to accept the Exchange
Offer if the Old Notes and all other required documents cannot be delivered on
or prior to the Expiration Date;
4. Instruction to Registered Holder and/or Book-Entry Transfer
Participant from Beneficial Owner; and
5. A form of letter which may be sent to your clients for whose account
you hold the Old Notes in your name or in the name of a nominee, accompanying
the instruction form referred to above, for obtaining such clients' instructions
with regard to the Exchange Offer;
PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON __________, 1997, UNLESS EXTENDED. WE URGE YOU TO CONTACT YOUR
CLIENTS AS PROMPTLY AS POSSIBLE.
The Exchange Offer is not conditioned upon any minimum number of Old
Notes being tendered.
Pursuant to the Letter of Transmittal, each holder of Old Notes will
represent to the Company that (i) any Exchange Notes acquired by it will be
acquired in the ordinary course of its business, (ii) at the time of the
commencement of the Exchange Offer, it has no arrangement or understanding with
any person to participate in the distribution (within the meaning of the
Securities Act of 1933, as amended (the "Securities Act")) of the Exchange Notes
in violation of the Securities Act, (iii) it is not an "affiliate" (as defined
in Rule 405 promulgated under the Securities Act) of the Company, (iv) if such
holder is not a broker-dealer, that it is not engaged in, and does not intend to
engage in, the distribution of Exchange Notes, and (v) if such holder is a
broker-dealer that will receive Exchange Notes for its own account in exchange
for Old Notes that were acquired as a result of market-making or other trading
activities, that it will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of such Exchange Notes.
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By acknowledging that it will deliver and by delivering a prospectus meeting the
requirements of the Securities Act in connection with any resale of such
Exchange Notes, such broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
The enclosed Instruction to Registered Holder and/or Book-Entry
Transfer Participant from Beneficial Owner contains an authorization by the
beneficial owners of the Old Notes for you to make the foregoing
representations.
The Company will not pay any fees or commissions to any broker or
dealer or other person (other than the Exchange Agent (as defined below)) for
soliciting tenders of the Old Notes pursuant to the Exchange Offer. The Company
will pay or cause to be paid any transfer taxes payable on the transfer of Old
Notes to it, except as otherwise provided in Instruction 6 of the enclosed
Letter of Transmittal.
Additional copies of the enclosed materials may be obtained from IBJ
Schroder Bank & Trust Company (the "Exchange Agent"), at its address and
telephone number set forth on the back cover of the enclosed Prospectus.
Very truly yours,
Safety Components International, Inc.
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