EXHIBIT 99.3
GENERAL NUTRITION CENTERS, INC.
OFFER TO EXCHANGE ALL OUTSTANDING
8 1/2% SENIOR SUBORDINATED NOTES DUE 2010
FOR
8 1/2% SENIOR SUBORDINATED NOTES DUE 2010
THAT HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED,
PURSUANT TO THE PROSPECTUS, DATED , 2004
TO OUR CLIENTS:
Enclosed for your consideration is a Prospectus, dated , 2004 (the
"Prospectus"), and the related Letter of Transmittal (the "Letter of
Transmittal"), relating to the offer (the "Exchange Offer") of General Nutrition
Centers, Inc. (the "Company") to exchange its 8 1/2% Senior Subordinated Notes
due 2010, which have been registered under the Securities Act of 1933, as
amended (the "New Notes"), for its outstanding 8 1/2% Senior Subordinated Notes
due 2010 (the "Old Notes"), upon the terms and subject to the conditions
described in the Prospectus and the Letter of Transmittal. The Exchange Offer is
being made in order to satisfy certain obligations of the Company contained in
the Registration Rights Agreement, dated December 5, 2003, by and among the
Company, as issuer, the guarantors referred to therein and the initial
purchasers referred to therein.
This material is being forwarded to you as the beneficial owner of the
Old Notes held by us for your account but not registered in your name. A TENDER
OF SUCH OLD NOTES MAY ONLY BE MADE BY US AS THE HOLDER OF RECORD AND PURSUANT TO
YOUR INSTRUCTIONS.
Accordingly, we request instructions as to whether you wish us to
tender on your behalf the Old Notes held by us for your account, pursuant to the
terms and conditions set forth in the enclosed Prospectus and Letter of
Transmittal.
Your instructions should be forwarded to us as promptly as possible in
order to permit us to tender the Old Notes on your behalf in accordance with the
provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 P.M.,
New York City time, on , 2004, unless extended by the Company. Any Old Notes
tendered pursuant to the Exchange Offer may be withdrawn at any time before the
Expiration Date.
Your attention is directed to the following:
1. The Exchange Offer is for any and all Old Notes.
2. The Exchange Offer is subject to certain conditions
set forth in the Prospectus in the section captioned
"The Exchange Offer -- Conditions to the Exchange
Offer."
3. Any transfer taxes incident to the transfer of Old
Notes from the holder to the Company will be paid by
the Company, except as otherwise provided in the
Instructions in the Letter of Transmittal.
4. The Exchange Offer expires at 5:00 P.M., New York
City time, on , 2004, unless extended by the
Company.
If you wish to have us tender your Old Notes, please so instruct us by
completing, executing and returning to us the instruction form on the back of
this letter. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATION ONLY
AND MAY NOT BE USED DIRECTLY BY YOU TO TENDER OLD NOTES.
INSTRUCTIONS WITH RESPECT TO
THE EXCHANGE OFFER
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Exchange Offer made by General
Nutrition Centers, Inc. with respect to its Old Notes.
This will instruct you to tender the Old Notes held by you for the
account of the undersigned, upon and subject to the terms and conditions set
forth in the Prospectus and the related Letter of Transmittal.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer all right, title
and interest in the Old Notes and to acquire the New Notes, issuable upon the
exchange of such Old Notes, and that, when such validly tendered Old Notes are
accepted by the Company for exchange, the Company will acquire good and
unencumbered title thereto, free and clear of all liens, restrictions, charges
and encumbrances and not subject to any adverse claim.
By completing, executing and delivering these Instructions, the
undersigned hereby (i) makes the acknowledgments, representations and warranties
referred to above, (ii) instructs you to tender the Old Notes held by you for
the account of the undersigned, upon the terms and subject to the conditions set
forth in the Prospectus and Letter of Transmittal and (iii) expressly agrees to
be bound by the enclosed Letter of Transmittal and that such Letter of
Transmittal may be enforced against the undersigned.
Please tender the Old Notes held by you for my account as indicated
below:
8 1/2 % SENIOR SUBORDINATED NOTES DUE 2010
OLD NOTES ARE
TO BE TENDERED
CERTIFICATE NUMBERS PRINCIPAL AMOUNT ("YES" OR "NO")*
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
*Unless otherwise indicated, "yes" will be assumed.
[ ] Please do not tender any Old Notes held by you for my
account.
Signature(s):___________________________________________________________________
Print Name(s) here:_____________________________________________________________
Print Address(es):______________________________________________________________
Area Code and Telephone Number(s):______________________________________________
Tax Identification or Social Security Number(s):________________________________
My Account Number With You:_____________________________________________________
Dated:_______________________, 2004
(Must be signed by the registered holder(s) of the Old Notes, or if signed by a
person other than the registered holder(s) of any certificate(s), such
certificate(s) must be endorsed or accompanied by appropriate bond powers, in
either case, signed exactly as its (their) name(s) appear(s) on certificate(s)
or on a security position listing, and such certificate(s) must be guaranteed by
an Eligible Institution (as defined in the Letter of Transmittal). If signature
is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of
a corporation or other person acting in a fiduciary or representative capacity,
such person must set forth his or her full title next to his or her name above
and,
2
unless waived by the Company, submit proper evidence satisfactory to the Company
of such person's authority to so act. See Instruction 3 to the Letter of
Transmittal.)
None of the Old Notes held by us for your account will be tendered
unless we receive written instructions from you to do so. Unless a specific
contrary instruction is given in the space provided, your signature(s) hereon
shall constitute an instruction to us to tender all the Old Notes held by us for
your account.
3