Exhibit 99.4
SEMINIS VEGETABLE SEEDS, INC.
LETTER TO
DEPOSITORY TRUST COMPANY PARTICIPANTS
FOR
OFFER FOR ALL OUTSTANDING
$140,000,000 10 1/4% SENIOR SUBORDINATED NOTES DUE 2013
ISSUED ON JANUARY 23, 2004
IN EXCHANGE FOR
REGISTERED
$140,000,000 10 1/4% SENIOR SUBORDINATED NOTES DUE 2013
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON __________, 2004 (THE "EXPIRATION DATE") UNLESS THE EXCHANGE OFFER IS
EXTENDED, IN WHICH CASE THE TERM "EXPIRATION DATE" SHALL MEAN THE LATEST TIME
AND DATE TO WHICH THE EXCHANGE OFFER IS EXTENDED. TENDERS MAY BE WITHDRAWN AT
ANY TIME PRIOR TO THE EXPIRATION DATE.
To Depository Trust Company Participants:
We are enclosing herewith the material listed below relating to the offer
by Seminis Vegetable Seeds, Inc. (the "Company"), Seminis, Inc. (the "Parent"),
Petoseed International, Inc. ("Petoseed"), PGI Alfalfa, Inc. ("PGI") and Baxter
Seed Co., Inc. ("Baxter", together with the Parent, Petoseed and PGI, the
"Guarantors") to exchange up to $140,000,000 aggregate principal amount of their
10 1/4% Senior Subordinated Notes due 2013 and related guarantees (the "New
Notes"), which have been registered under the Securities Act of 1933, as amended
(the "Securities Act"), for a like principal amount of their issued and
outstanding 10 1/4% Senior Subordinated Notes due 2013 issued on January 23,
2004 and related guarantees (the "Outstanding Notes") (the "Exchange Offer")
upon the terms and subject to the conditions set forth in the Company's and the
Guarantors' prospectus dated _________, 2004 and the related Letter of
Transmittal.
We are enclosing copies of the following documents:
1. Prospectus dated ___________, 2004;
2. Letter of Transmittal;
3. Notice of Guaranteed Delivery;
4. Letter to Clients (of the Registered Holder); and
5. Instruction to Registered Holder from Beneficial Owner ("Instruction
Letter").
We urge you to contact your clients promptly. Please note that the
Exchange Offer will expire at 5:00 p.m., New York City time, on ______________,
2004, unless extended by the Company.
The Exchange Offer is not conditioned upon any minimum number of
Outstanding Notes being tendered.
Pursuant to the letter of transmittal, each holder of Outstanding Notes (a
"Holder") will represent to the Company that (i) the New Notes to be acquired
pursuant to the Exchange Offer will be acquired in the ordinary course of
business of the person acquiring the New Notes, whether or not such person is
the Holder, (ii) neither the Holder nor any person receiving any New Notes
directly or indirectly from the Holder pursuant to the Exchange Offer (if not a
broker-dealer referred to in the last sentence of this paragraph) is engaging or
intends to engage in the distribution of the New Notes and none of them have any
arrangement or understanding with any person to participate in the distribution
of the New Notes, (iii) the Holder and each person receiving any New Notes
directly or indirectly from the Holder pursuant to the Exchange Offer
acknowledge and agree that any person participating in the Exchange Offer for
the purpose of distributing the New Notes (x) must comply with the registration
and prospectus delivery requirements of the Securities Act in connection with a
secondary resale transaction of the New Notes acquired by such person and (y)
cannot rely on the position of the staff of the Securities and Exchange
Commission (the "Commission") set forth in Morgan Stanley and Co., Inc.
no-action letter (available June 5, 1991) or the Exxon Capital Holdings
Corporation no-action letter (available May 13, 1988) or similar letters, (iv)
the Holder and each person receiving any New Notes directly or indirectly from
the Holder pursuant to the Exchange Offer understand that a secondary resale
transaction described in clause (iii) above should be covered by an effective
registration statement containing the selling security holder information
required by Item 507 or 508, as applicable, of Regulation S-K of the Commission
and (v) neither the Holder nor any person receiving any New Notes directly or
indirectly from the Holder pursuant to the Exchange Offer is an "affiliate" of
the Company, as defined under Rule 405 under the Securities Act. If the Holder
is a broker-dealer that will receive New Notes for its own account in exchange
for Outstanding Notes that were acquired as a result of market making or other
trading activities, it acknowledges that it will deliver a prospectus meeting
the requirements of the Securities Act in connection with any resale of such New
Notes received in respect of such Outstanding Notes pursuant to the Exchange
Offer; however, by so acknowledging and by delivering a prospectus, the Holder
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act.
The enclosed Instruction Letter contains an authorization by the
beneficial owners of the Outstanding Notes for you to make the foregoing
representations.
The Company will not pay any fee or commission to any broker or dealer or
to any other person (other than the Exchange Agent) in connection with the
solicitation of tenders of Outstanding Notes pursuant to the Exchange Offer. The
Company will pay or cause to be paid any transfer taxes payable on the transfer
of Outstanding Notes to it, except as otherwise provided in Instruction 7 of the
enclosed Letter of Transmittal.
Additional copies of the enclosed material may be obtained from us.
Very truly yours,
SEMINIS VEGETABLE SEEDS, INC.