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EXHIBIT 99.3
AAi.FosterGrant, Inc.
OFFER TO EXCHANGE ITS
10 3/4% SERIES B SENIOR NOTES DUE 2006
WHICH HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED,
FOR ANY AND ALL OF ITS OUTSTANDING
10 3/4% SERIES A SENIOR NOTES DUE 2006
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON _____, 1998, UNLESS THE OFFER IS EXTENDED.
August ___, 1998
To Brokers, Dealers, Commercial
Banks, Trust Companies and
Other Nominees:
We are enclosing the material listed below relating to the offer of
AAi.FosterGrant, Inc., a Rhode Island corporation (the "Company"), to exchange
$1,000 principal amount of its 10 3/4% Series B Senior Notes due 2006 (the "New
Notes"), which have been registered under the Securities Act of 1933, as
amended, pursuant to a registration statement, for each $1,000 principal amount
of its 10 3/4% Series A Senior Notes due 2006 (the "Old Notes"), of which
$75,000,000 principal amount is outstanding, upon the terms and subject to the
conditions set forth in the Prospectus, dated _________, 1998 (the "Prospectus")
and in the related Letter of Transmittal (which together constitute the
"Exchange Offer").
THE EXCHANGE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF OLD NOTES
BEING TENDERED. The Exchange Offer is, however, subject to other conditions. See
the section "The Exchange Offer -- Conditions" in the Prospectus.
We are asking you to 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. Please bring the Exchange Offer to their
attention as promptly as possible.
For your information and for forwarding to your clients, we are enclosing
the following documents:
1. The Prospectus, dated _________, 1998;
2. The Letter of Transmittal for your use and for the information of your
clients;
3. The Notice of Guaranteed Delivery to be used to accept the Exchange
Offer if the Old Notes are not immediately available or if the Old Notes and all
other required documents cannot be delivered to the Exchange Agent, IBJ Schroder
Bank & Trust Company, by the Expiration Date (as defined in the Prospectus) or
if the procedure for book-entry transfer cannot be completed on a timely basis;
and
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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.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON _________, 1998, UNLESS THE EXCHANGE OFFER IS EXTENDED BY THE COMPANY.
To participate in the Exchange Offer, a duly executed and properly
completed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees and any other required documents, should be sent to the
Exchange Agent and certificates representing the Old Notes should be delivered
to the Exchange Agent, all in accordance with the instructions set forth in the
Letter of Transmittal and the Prospectus.
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 under "The Exchange Offer -- Guaranteed Delivery Procedures."
Any questions or requests for assistance or additional copies of the
enclosed materials may be directed to IBJ Schroder Bank & Trust Company, the
Exchange Agent, at the address and telephone number set forth below:
BY REGISTERED OR CERTIFIED MAIL:
IBJ Schroder Bank & Trust Company
P.O. box 84
Bowling Green Station
New York, New York 10274-0084
Attention: Reorganization Operations Department
BY HAND OR OVERNIGHT DELIVERY:
IBJ Schroder Bank & Trust Company
One State Street
New York, New York 10004
Attention: Securities Processing Window
Subcellar one, (SC-1)
By facsimile: (212) 858-2611
Attention: Customer Service
Confirm by telephone: (212) 858-2103
Very truly yours,
AAi.FosterGrant, Inc.
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