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Exhibit 99.5
MAXXIM MEDICAL GROUP, INC.
OFFER TO EXCHANGE
SENIOR SUBORDINATED DISCOUNT NOTES DUE 2009
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
FOR ALL OF ITS OUTSTANDING
SENIOR SUBORDINATED DISCOUNT NOTES DUE 2009
THAT WERE ISSUED AND SOLD IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT
To Our Clients:
Enclosed for your consideration is a Prospectus dated ____________,
2000 (as the same may be amended or supplemented from time to time, the
"Prospectus") and a form of Letter of Transmittal (the "Letter of Transmittal")
relating to the offer (the "Exchange Offer") by Maxxim Medical Group, Inc.
("Maxxim") to exchange up to $144,552,000 aggregate principal amount at
maturity of its Senior Subordinated Discount Notes due 2009 which have been
registered under the Securities Act of 1933, as amended (the "Exchange Notes"),
for up to $144,552,000 aggregate principal amount at maturity of its
outstanding Senior Subordinated Discount Notes due 2009 that were issued and
sold in a transaction exempt from registration under the Securities Act of
1933, as amended (the "Old Notes").
The 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. A tender of any Old Notes may be made only by us as the registered holder
and pursuant to your instructions. Therefore, Maxxim urges beneficial owners of
Old Notes registered in the name of a broker, dealer, commercial bank, trust
company or other nominee to contact such registered holder promptly if they
wish to tender Old Notes in the Exchange Offer.
Accordingly, we request instructions as to whether you wish us to
tender any or all of the Old Notes held by us for your account, pursuant to the
terms and conditions set forth in the Prospectus and Letter of Transmittal. We
urge you to read carefully the Prospectus and the Letter of Transmittal before
instructing us to tender your Old Notes.
Your instructions to us should be forwarded as promptly as possible in
order to permit us to tender Old Notes on your behalf in accordance with the
provisions of the Exchange Offer. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON __________,2000, UNLESS EXTENDED (THE "EXPIRATION
DATE"). Old Notes tendered pursuant to the Exchange Offer may be withdrawn,
subject to the procedures described in the Prospectus, at any time prior to the
Expiration Date.
Your attention is directed to the following:
1. The Exchange Offer is for the exchange of $1,000 principal
amount at maturity of the Exchange Notes for each $1,000 principal
amount at maturity of the Old Notes, of which $144,552,000 aggregate
principal amount of the Old Notes was outstanding as of ________,
1999. The terms of the Exchange Notes are substantially identical
(including principal amount, interest rate, maturity, security and
ranking) to the terms of the Old Notes, except that the Exchange Notes
(i) are freely transferable by holders thereof (except as provided in
the Prospectus) and (ii) are not entitled to certain registration
rights and certain additional interest provisions which are applicable
to the Old Notes under an exchange and registration rights agreement
to which Maxxim is party.
2. THE EXCHANGE OFFER IS SUBJECT TO CERTAIN CONDITIONS. SEE
"THE EXCHANGE OFFER-CONDITIONS" IN THE PROSPECTUS.
3. The Exchange Offer and withdrawal rights will expire at
5:00 p.m., New York City time, on _________, 2000, unless extended.
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4. Maxxim has agreed to pay the expenses of the Exchange
Offer except as provided in the Prospectus and the Letter of
Transmittal.
5. Any transfer taxes incident to the transfer of Old Notes
from the tendering holder to Maxxim will be paid by Maxxim, except as
provided in the Prospectus and the Letter of Transmittal.
The Exchange Offer is not being made to nor will exchange be accepted
from or on behalf of holders of Old Notes 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 to have us 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 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 TENDER 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 in connection with the Exchange Offer of Maxxim
Medical Group, Inc. relating to $144,552,000 aggregate principal amount at
maturity of its Senior Subordinated Discount Notes due 2009, including the
Prospectus and the Letter of Transmittal.
This form will instruct you to 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 and conditions set forth in the Prospectus
and Letter of Transmittal.
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AGGREGATE PRINCIPAL AMOUNT OF OLD NOTES TO BE EXCHANGED:
$ *
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*I (we) understand that if I (we) sign
these instruction forms 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 exchanged. Signature(e)
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Capacity (full title), if signing
in a fiduciary or representative
capacity
--------------------------------
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Name(s) and address, including
zip code:
Date:
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Area Code and Telephone Number:
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Taxpayer Identification or Social
Security Number: