1
EXHIBIT 99.3
GENERAL BINDING CORPORATION
OFFER TO EXCHANGE
ITS
9 3/8% SENIOR SUBORDINATED NOTES
DUE 2008
INSTRUCTIONS TO REGISTERED HOLDER FROM BENEFICIAL OWNER:
The undersigned acknowledge(s) receipt of the Prospectus dated
__________, 1998 and the related Letter of Transmittal in connection with the
offer (the "Exchange Offer") by General Binding Corporation, a Delaware
corporation (the "Company"), to exchange its 9 3/8% Senior Subordinated Notes
due 2008 (the "Exchange Notes"), which have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), for any and all of
the Company's outstanding 9 3/8% Senior Subordinated Notes due 2008 (the
"Notes").
This will instruct you to tender the principal amount of Notes
indicated below held by you for the account of the undersigned, upon the terms
and subject to the conditions set forth in the Prospectus and the related
Letter of Transmittal.
The undersigned represents that (i) it is not an "affiliate" of the
Company, (ii) any Exchange Notes to be received by the undersigned are being
acquired in the ordinary course of the undersigned's business, (iii) the
undersigned has no arrangement or understanding with any person to participate
in a distribution (within the meaning of the Securities Act) of such Exchange
Notes, and (iv) the undersigned is not engaged in, and does not intend to
engage in, a distribution (within the meaning of the Securities Act) of such
Exchange Notes.
A broker-dealer who holds Notes for its own account as a result of
market-making activities or other trading activities and who receives Exchange
Notes in exchange for such Notes pursuant to the Exchange Offer may be deemed
to be an "underwriter" within the meaning of the Securities Act and will be
required to deliver a prospectus meeting the requirements of the Securities Act
in connection with any resale of such Exchange Notes. If the undersigned is a
broker-dealer which acquired any of the Tendered Notes for its own account as
the result of market-making activities or other trading activities (a
"Participating Broker-Dealer"), such broker-dealer acknowledges that it will
deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of Exchange Notes received in exchange for any of
such Tendered Notes that were acquired for its own account as the result of
market-making activities or other trading activities. Notwithstanding the
foregoing, the undersigned does not thereby admit that it is an "underwriter"
within the meaning of the Securities Act.
The undersigned understands that the Company has agreed that, subject
to the provisions of the Registration Rights Agreement (as defined in the
Prospectus) and to the limitations described under "Exchange Offer - Resale of
the Exchange Notes" in the Prospectus, the Prospectus, as it may be amended or
supplemented from time to time, may be used by a Participating Broker-Dealer in
connection with resales of Exchange Notes received in exchange for Notes that
were acquired by such Participating Broker-Dealer for its own account as a
result of market-making activities or other trading activities, for a period
ending 90 days after the Expiration Date or, if earlier, when all such Exchange
Notes have been disposed of by such Participating Broker-Dealer. If the
undersigned is a Participating Broker-Dealer, the undersigned agrees that, upon
receipt of notice from the Company of the occurrence of any event or the
discovery of any fact which makes any statement contained or incorporated by
reference in the Prospectus untrue in any material respect or which causes the
Prospectus to omit to state a material fact necessary in order to make the
statements contained or incorporated by reference therein, in light of the
circumstances under which they were made, not misleading or of the occurrence
of certain other events specified in the registration rights agreement, such
Participating Broker-Dealer will suspend the sale of Exchange Notes pursuant to
the Prospectus until the
2
Company has amended or supplemented the Prospectus to correct such misstatement
or omission and has furnished copies of the amended or supplemented Prospectus
to such Participating Broker-Dealer or the Company has given notice that the
sale of the Exchange Notes may be resumed, as the case may be.
Sign Here
__________________________________________
Signature(s)
Aggregate Principal Amount of
Notes held by you for the account
of the undersigned
$__________________________
[ ] TENDER $__________* aggregate principal amount of the Notes
[ ] DO NOT tender any Notes held by you for the account of the undersigned
[ ] Check this box if the Beneficial Owner of the Notes is a Participating
Broker-Dealer and such Participating Broker-Dealer acquired the Notes for its
own account as a result of market-making activities or other trading
activities. IF THIS BOX IS CHECKED, A COPY OF THESE INSTRUCTIONS MUST BE
RECEIVED WITHIN THREE BUSINESS DAYS AFTER THE EXPIRATION DATE BY GENERAL
BINDING CORPORATION, ATTENTION: STEVEN RUBIN, FACSIMILE (847) 272-4763
_______________________________________________________
NAME(S) (PLEASE PRINT)
_______________________________________________________
ADDRESS
_______________________________________________________
ZIP CODE
_______________________________________________________
AREA CODE AND TELEPHONE NO.
_______________________________________________________
TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER
Dated: _________________, 1998
________________________
*Unless otherwise indicated, it will be assumed that all of the Notes listed
are to be tendered.
-2-