EXHIBIT 99.2
BETTER MINERALS AND AGGREGATES COMPANY
OFFER TO EXCHANGE UP TO $150,000,000 OF THEIR
13% SENIOR SUBORDINATED NOTES DUE 2009
FOR ANY AND ALL OF THEIR OUTSTANDING
13% SENIOR SUBORDINATED NOTES DUE 2009
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON , 2000 UNLESS EXTENDED.
To Our Clients:
Enclosed for your consideration is a Prospectus dated , 2000 (the
"Prospectus") and a Letter of Transmittal (which together constitute the
"Exchange Offer") relating to the offer by Better Minerals and Aggregates
Company (the "Issuer") to exchange their 13% Senior Subordinated Notes due
2009 (the "New Notes") for an equal principal amount of their outstanding 13%
Senior Subordinated Notes due 2009 (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
Exchange and Registration Rights Agreement dated as of October 1, 1999 among
the Issuer, its subsidiary guarantors, Chase Securities Inc. and BNP Capital
Markets, LLC (the "Exchange and Registration Rights Agreement"). 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 Issuer 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 , 2000, unless extended. The term "Expiration Date"
shall mean 5:00 p.m., New York City time, on , 2000, 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 on or
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
$150,000,000 aggregate principal amount was outstanding as of , 2000.
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 Exchange and Registration Rights Agreement.
2. THE EXCHANGE OFFER IS SUBJECT TO CERTAIN CUSTOMARY CONDITIONS. SEE
"THE EXCHANGE OFFER--CERTAIN CONDITIONS TO THE EXCHANGE OFFER" IN THE
PROSPECTUS.
3. The Exchange Offer and withdrawal rights will expire at 5:00 p.m.,
New York City time, on , , unless extended.
4. The Issuer has 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 Issuer will be paid by the Issuer, except as
provided in the Prospectus and the Letter of Transmittal.
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 Better Minerals
and Aggregates Company.
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.