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EXHIBIT 99.4
ADVANCED ACCESSORY SYSTEMS, LLC
AND
AAS CAPITAL CORPORATION
OFFER TO EXCHANGE UP TO $125,000,000 OF THEIR
9 3/4% SERIES B SENIOR SUBORDINATED NOTES DUE 2007
FOR ANY AND ALL OF THEIR OUTSTANDING
9 3/4% SENIOR SUBORDINATED NOTES DUE 2007
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P. M. , NEW YORK CITY TIME, ON
_______ __, 1998 UNLESS EXTENDED.
To Our Clients:
Enclosed for your consideration is a Prospectus dated ________ __, 1998
(the "Prospectus") and a Letter of Transmittal (which together constitute the
"Exchange Offer") relating to the offer by Advanced Accessory Systems, LLC and
AAS Capital Corporation (together, the "Issuers") to exchange their 9 3/4%
Series B Senior Subordinated Note due 2007 (the "New Notes") for an equal
principal amount of their 9 3/4% Senior Subordinated Notes due 2007 (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 Registration Rights Agreement (as defined
in the Prospectus). 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 Issuers urge
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 ________ __, 1998, unless extended. The term
"Expiration Date" shall mean 5:00 p.m., New York City time, on __________
__, 1998, 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
$125,000,000 aggregate principal amount was outstanding as of _________ __,
1998. 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 Registration Rights Agreement.
2. THE EXCHANGE OFFER IS SUBJECT TO CERTAIN CUSTOMARY CONDITIONS. SEE
"THE EXCHANGE OFFER -- CONDITIONS" IN THE PROSPECTUS.
3. The Exchange Offer and withdrawal rights will expire at 5:00 p.m.,
New York City time, on ________ __, 1998, unless extended.
4. The Issuers have 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 Issuers will be paid by the Issuers, except as provided
in the Prospectus and the Letter of Transmittal.
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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.
INSTRUCTIONS
The undersigned acknowledge(s) receipt of your letter and the enclosed material
referred to therein relating to the Exchange Offer of Advanced Accessory
Systems, LLC and AAS Capital 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.
________________________________________________________________________________
________________________________________________________________________________
Signature(s)
________________________________________________________________________________
Capacity (full title), if signing in a fiduciary or representative capacity
________________________________________________________________________________
Name(s) and address, including zip code
Date: _____________________________________
________________________________________________________________________________
Area Code and Telephone Number
________________________________________________________________________________
________________________________________________________________________________
Taxpayer Identification or Social Security No.