EXHIBIT 99.3
NOTICE TO INVESTORS
CINEMARK USA, INC.
OFFER TO EXCHANGE UP TO $150,000,000 OF ITS
9% SENIOR SUBORDINATED NOTES DUE 2013
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, FOR ANY AND ALL OF ITS OUTSTANDING
9% SENIOR SUBORDINATED NOTES DUE 2013
THAT WERE ISSUED ON FEBRUARY 11, 2003 IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER THE SECURITIES ACT
THIS OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2003
UNLESS EXTENDED BY CINEMARK USA, INC. IN ITS SOLE DISCRETION (THE "EXPIRATION
DATE"). TENDERS OF NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION
DATE.
To our clients:
Enclosed for your consideration is a Prospectus, dated , 2003 (as
the same may be amended from time to time, the "PROSPECTUS"), and a Letter of
Transmittal (the "LETTER OF TRANSMITTAL") relating to the offer by Cinemark USA,
Inc. (the "COMPANY") to exchange (the "EXCHANGE OFFER") up to $150,000,000 of
its 9% Senior Subordinated Notes due 2013, which have been registered under the
Securities Act of 1933, as amended (the "EXCHANGE NOTES") for an equal principal
amount of its 9% Senior Subordinated Notes due 2013 issued in a private offering
on February 11, 2003 (the "INITIAL NOTES") upon the terms and conditions set
forth in the Prospectus and in the related Letter of Transmittal. As set forth
in the Prospectus, the terms of the Exchange Notes are identical in all material
respects to those of the Initial Notes except for transfer restrictions,
registration rights and rights to additional interest that do not apply to the
Exchange Notes and different administrative terms. The Exchange Offer is subject
to certain customary conditions. See "The Exchange Offer -- Conditions of the
Exchange Offer" in the Prospectus. The Initial Notes may be tendered only in
integral multiples of $1,000.
The material is being forwarded to you as the beneficial owner of Initial
Notes carried by us for your account or benefit but not registered in your name.
An exchange of any Initial Notes may only be made by us as the registered holder
and pursuant to your instructions. Therefore, the Company urges beneficial
owners of Initial 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 the Initial Notes in the Exchange Offer.
Accordingly, we request instructions as to whether you wish us to exchange
any or all such Initial 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 Initial Notes.
Your instructions to us should be forwarded as promptly as possible in
order to permit us to exchange Initial 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 , 2003, UNLESS EXTENDED. Tenders of Initial
Notes may be withdrawn at any time 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 Exchange Notes for each $1,000 principal amount of Initial Notes.
The terms of the Exchange Notes are identical in all material respects to
the Initial Notes except that the Exchange Notes will not contain certain
transfer restrictions relating to the Initial Notes, will not contain
registration rights and will not contain certain provisions relating to an
increase in the interest rate under certain circumstances relating to,
among other things, the timing of the Exchange Offer.
2. THE EXCHANGE OFFER IS SUBJECT TO CERTAIN CONDITIONS. SEE "THE
EXCHANGE OFFER -- CONDITIONS OF 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 , 2003, unless extended.
4. The Company has agreed to pay the expenses of the Exchange Offer.
5. Any transfer taxes incident to the transfer of the Initial Notes
from the tendering holder to the Company will be paid by the Company,
except as provided in the Prospectus and the Letter of Transmittal.
The Exchange Offer is not being made to, nor will exchanges be accepted
from or on behalf of, holders of Initial Notes residing 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.
If you wish to exchange any or all of your Initial Notes held by us for
your account or benefit, please so instruct us by completing, executing and
returning to us the instruction form that appears below. THE ACCOMPANYING LETTER
OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATIONAL PURPOSES ONLY AND MAY NOT
BE USED BY YOU TO EXCHANGE INITIAL NOTES HELD BY US AND REGISTERED IN OUR NAME
FOR YOUR ACCOUNT OR BENEFIT.
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INSTRUCTIONS
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Exchange Offer of Cinemark USA,
Inc.
THIS WILL INSTRUCT YOU TO EXCHANGE THE AGGREGATE PRINCIPAL AMOUNT OF
INITIAL NOTES INDICATED BELOW (OR, IF NO AGGREGATE PRINCIPAL AMOUNT IS INDICATED
BELOW, ALL INITIAL 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.
[ ] Please TENDER my Initial Notes held by you for the account or benefit of
the undersigned. I have identified on a signed schedule attached hereto the
principal amount of Initial Notes to be tendered if I wish to tender less
than all of my Initial Notes.
[ ] Please DO NOT TENDER my Initial Notes held by you for the account of the
undersigned.
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SIGNATURE(S)
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PLEASE PRINT NAME(S) HERE
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PLEASE TYPE OR PRINT ADDRESS
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AREA CODE AND TELEPHONE NUMBER
Date:
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, 2003
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TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER
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MY ACCOUNT NUMBER WITH YOU
UNLESS OTHERWISE INDICATED, IT WILL BE ASSUMED THAT ALL OF YOUR INITIAL NOTES
ARE TO BE EXCHANGED.
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