EXHIBIT 99.3
PLASTIC CONTAINERS, INC.
OFFER TO EXCHANGE ITS
10% SENIOR SECURED NOTES DUE 2006, SERIES B, WHICH HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
FOR ANY AND ALL OF ITS OUTSTANDING
10% SENIOR SECURED NOTES DUE 2006, SERIES A,
WHICH HAVE NOT BEEN SO REGISTERED
To Our Clients:
Enclosed for your consideration are the Prospectus dated , 1997 (the
"Prospectus") and the related Letter of Transmittal (which, together with the
Prospectus, constitute the "Exchange Offer") issued in connection with the
offer by Plastic Containers, Inc., a Delaware corporation (the "Company"), to
exchange its 10% Senior Secured Notes due 2006, Series B (the "New Notes") for
any and all of its outstanding 10% Senior Secured Notes due 2006, Series A
(the "Old Notes"), upon the terms and subject to the conditions set forth in
the Exchange Offer.
The Exchange Offer 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. A tender of your Old Notes pursuant to the Exchange Offer may only be
made by the registered holder of such Old Notes (us or The Depository Trust
Company) and pursuant to your instructions. Therefore, please contact us
promptly if you wish to tender your Old Notes in the Exchange Offer. THE
ENCLOSED LETTER OF TRANSMITTAL IS BEING FURNISHED TO YOU FOR YOUR INFORMATION
ONLY AND CANNOT BE USED BY YOU TO EXCHANGE THE OLD NOTES HELD BY US FOR YOUR
ACCOUNT.
We request information as to whether you wish us to exchange any or all of
the Old Notes held by us for your account upon the terms and subject to the
conditions of the Exchange Offer.
Your attention is directed to the following:
1. The New Notes will be exchanged for the Old Notes at the rate of
$1,000 principal amount of New Notes for each $1,000 principal amount of
Old Notes. The New Notes will bear interest from the Expiration Date, and
interest on the Old Notes accepted for exchange will cease to accrue on the
Expiration Date. Holders of Old Notes that are accepted for exchange will
receive accrued interest thereon at the rate of 10% per annum through the
Expiration Date, which interest will be payable in cash on June 15, 1997,
with the first interest payment on the New Notes. The form and terms of the
New Notes are the same as the form and terms of the Old Notes except that
the New Notes have been registered under the Securities Act of 1933, as
amended (the "Securities Act"), whereas the Old Notes were not.
Accordingly, the New Notes will not in general be subject to the
restrictions on resale applicable to the Old Notes.
2. Based on interpretations by the staff of the Securities and Exchange
Commission set forth in no-action letters issued to persons other than the
Company, management of the Company believes that New Notes issued pursuant
to the Exchange Offer in exchange for Old Notes may in general be offered
for resale, resold and otherwise transferred by any holder thereof without
compliance with the registration and prospectus delivery requirements of
the Securities Act, provided that such New Notes are acquired in the
ordinary course of such holder's business and such holder has no
arrangement or understanding with any person to participate in the
distribution of such New Notes. In addition, any tendering holder which is
a broker-dealer and which, having made certain representations in the
Letter of Transmittal, receives New Notes may be deemed to be an
"underwriter" with respect to such New Notes and in connection with any
resale of such New Notes must comply with the prospectus delivery
requirements of the Securities Act (for which purpose the Prospectus, as
amended or supplemented from time to time, may be used as the required
prospectus). See "The Exchange Offer--Purpose and Effect of the Exchange
Offer" in the Prospectus.
3. The Exchange Offer is not conditioned on any minimum principal amount
of Old Notes being tendered.
4. Notwithstanding any other provision of the Exchange Offer, the Company
will not be required to accept any Old Notes tendered in the Exchange
Offer, and may terminate or amend the Exchange Offer before the acceptance
of such Old Notes, if any legal or governmental action, any law, statute,
rule or regulation or any interpretation thereof by the staff of the
Commission might, in the Company's sole judgment, prohibit the Exchange
Offer or otherwise materially impair the ability of the Company to proceed
with the Exchange Offer.
5. Tendered Old Notes may be withdrawn at any time prior to 5:00 p.m.,
New York City time, on the Expiration Date if such Old Notes have not
previously been accepted for exchange pursuant to the Exchange Offer.
6. Any transfer taxes applicable to the exchange of the Old Notes
pursuant to the Exchange Offer will be paid by the Company, except as
otherwise provided in Instruction 5 to the Letter of Transmittal.
7. The Exchange Offer does not provide a procedure for holders to tender
by means of guaranteed delivery.
If you wish to have us tender any or all of your Old Notes, please so
instruct us by completing and returning to us the instruction form attached
hereto. If you authorize a tender of your Old Notes, the entire principal
amount of Old Notes held for your account will be tendered unless otherwise
specified on the instruction form. Your instructions should be forwarded to us
in ample time to permit us to submit a tender on your behalf by the Expiration
Date.
THE EXCHANGE OFFER IS NOT BEING MADE TO, NOR WILL TENDERS BE ACCEPTED FROM
OR ON BEHALF OF, HOLDERS OF THE OLD NOTES IN ANY JURISDICTION IN WHICH THE
MAKING OF THE EXCHANGE OFFER OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE
WITH THE LAWS OF SUCH JURISDICTION OR WOULD OTHERWISE NOT BE IN COMPLIANCE
WITH ANY PROVISION OF ANY APPLICABLE SECURITY LAW.
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PLASTIC CONTAINERS, INC.
OFFER TO EXCHANGE ITS
10% SENIOR SECURED NOTES DUE 2006, SERIES B, WHICH HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
FOR ANY AND ALL OF ITS OUTSTANDING
10% SENIOR SECURED NOTES DUE 2006, SERIES A,
WHICH HAVE NOT BEEN SO REGISTERED
The undersigned acknowledges receipt of the Prospectus dated , 1997
(the "Prospectus"), and the related Letter of Transmittal (which, together
with the Prospectus, constitute the "Exchange Offer") in connection with the
offer by Plastic Containers, Inc., a Delaware corporation (the "Company"), to
exchange its 10% Senior Secured Notes due 2006, Series B (the "New Notes") for
any and all of its outstanding 10% Senior Secured Notes due 2006, Series A
(the "Old Notes"), upon the terms and subject to the conditions set forth in
the Exchange Offer.
You are hereby instructed to tender the principal amount of Old 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. By signing below, the undersigned will be deemed to
have executed and delivered to the Company the Letter of Transmittal, and thus
agrees to be bound by all the terms thereof and makes all the representations
of a tendering holder set forth therein.
SIGN HERE
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SIGNATURE(S)
Principal Amount of Old Notes to be Tendered:* $ _______
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NAME(S) (PLEASE TYPE OR PRINT)
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ADDRESS
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ZIP CODE
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AREA CODE AND TELEPHONE NO.
Date: , 1997
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* Unless otherwise indicated, it will be assumed that
all the Old Notes listed are to be tendered.
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