Exhibit 99.3
Compass Minerals Group, Inc.
Offer to Exchange its 10% Senior Subordinated Notes Due August 15, 2011, Which
Have Been Registered Under the Securities Act of 1933, For Any and All of its
Outstanding 10% Senior Subordinated Notes Due August 15, 2011, Pursuant to the
Prospectus Dated [ ], 2002
To Registered Holders and DTC Participants:
Compass Minerals Group, Inc. (the "Company") is offering to exchange (the
"Exchange Offer"), upon and subject to the terms and conditions set forth in
the enclosed Prospectus, dated [ ], 2002 (the "Prospectus"), and the
enclosed Letter of Transmittal (the "Letter of Transmittal"), its 10% Senior
Subordinated Notes due August 15, 2011 (the "Exchange Notes"), which have been
registered under the Securities Act of 1933 (the "Securities Act"), for any and
all of its outstanding 10% Senior Subordinated Notes due August 15, 2011, of
which $250.0 million principal amount were originally issued November 28, 2001
and $75.0 million principal amount were originally issued April 10, 2002 (the
"Old Notes"). The Exchange Offer is being made in order to satisfy certain
obligations of the Company contained in the Registration Rights Agreement,
dated as of November 28, 2001, among the Company, as issuer, Carey Salt
Company, Great Salt Lake Minerals Corporation, GSL Corporation, NAMSCO Inc. and
North American Salt Company, as guarantors, and Credit Suisse First Boston
Corporation, J.P. Morgan Securities Inc., Deutsche Banc Alex. Brown Inc. and
Credit Lyonnais Securities (USA) Inc., as initial purchasers, and the
Registration Rights Agreement, dated as of April 10, 2002, among the Company,
as issuer, Carey Salt Company, Great Salt Lake Minerals Corporation, GSL
Corporation, NAMSCO Inc. and North American Salt Company, as guarantors, and
Credit Suisse First Boston Corporation, J.P. Morgan Securities Inc., Deutsche
Bank Securities Inc. and Credit Lyonnais Securities (USA) Inc., as initial
purchasers.
In connection with the Exchange Offer, we are requesting that you contact
your clients for whom you hold Old Notes registered in your name or in the name
of your nominee, or who hold Old Notes registered in their own names. The
Company will not pay any fees or commissions to any broker, dealer or other
person in connection with the solicitation of tenders pursuant to the Exchange
Offer. However, you will, upon request, be reimbursed for reasonable
out-of-pocket expenses incurred in connection with soliciting acceptances of
the Exchange Offer. The Company will pay or cause to be paid all transfer taxes
applicable to the exchange of Old Notes pursuant to the Exchange Offer, except
as set forth in the Prospectus and the Letter of Transmittal.
For your information and for forwarding to your clients, we are enclosing
the following documents:
1.Prospectus dated [ ], 2002;
2.A Letter of Transmittal for your use and for the information of your
clients;
3.A form of Notice of Guaranteed Delivery; and
4.A form of letter which may be sent to your clients for whose account you
hold Old Notes registered in your name or the name of your nominee, with
space provided for obtaining such clients' instructions with regard to
the Exchange Offer.
YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON [ ], 2002 (THE "EXPIRATION DATE"), UNLESS
EXTENDED BY THE COMPANY (IN WHICH CASE THE TERM "EXPIRATION DATE" SHALL MEAN
THE LATEST DATE AND TIME TO WHICH THE EXCHANGE OFFER IS EXTENDED). THE OLD
NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE WITHDRAWN, SUBJECT TO THE
PROCEDURES DESCRIBED IN THE PROSPECTUS AND THE LETTER OF TRANSMITTAL, AT ANY
TIME PRIOR TO THE EXPIRATION DATE.
To participate in the Exchange Offer, a beneficial holder must either (i)
cause to be delivered to The Bank of New York (the "Exchange Agent"), at the
address set forth in the Letter of Transmittal, definitive certificated notes
representing Old Notes in proper form for transfer together with a duly
executed and properly completed Letter of Transmittal, with any required
signature guarantees and any other required documents or (ii) cause a DTC
Participant to tender such holder's Old Notes to the Exchange Agent's account
maintained at the Depository Trust Company ("DTC") for the benefit of the
Exchange Agent through DTC's Automated Tender Offer Program ("ATOP"), including
transmission of a computer-generated message that acknowledges and agrees to be
bound by the terms of the Letter of Transmittal. By complying with DTC's ATOP
procedures with respect to the Exchange Offer, the DTC Participant confirms on
behalf of itself and the beneficial owners of tendered Old Notes all provisions
of the Letter of Transmittal applicable to it and such beneficial owners as
fully as if it completed, executed and returned the Letter of Transmittal to
the Exchange Agent. You will need to contact those of your clients for whose
account you hold definitive certificated notes or book-entry interests
representing Old Notes and seek their instructions regarding the Exchange Offer.
If holders of Old Notes wish to tender, but it is impracticable for them to
forward their certificates for Old Notes prior to the expiration of the
Exchange Offer or to comply with the book-entry transfer procedures on a timely
basis, a tender may be effected by following the guaranteed delivery procedures
described in the Prospectus and the Letter of Transmittal.
Any inquiries you may have with respect to the Exchange Offer, or requests
for additional copies of the enclosed materials, should be directed to the
Exchange Agent, at its address and telephone number set forth on the front of
the Letter of Transmittal.
Very truly yours,
COMPASS MINERALS GROUP, INC.
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
OTHER PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU
OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF
EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS
EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.
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