EXHIBIT 99.6
SEMINIS VEGETABLE SEEDS, INC.
INSTRUCTION TO REGISTERED HOLDER
FROM BENEFICIAL OWNER
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
To Registered Holder:
The undersigned hereby acknowledges receipt of the Prospectus dated
_________, 2004 (the "Prospectus") of 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") and accompanying
Letter of Transmittal (the "Letter of Transmittal") that together constitute the
Company's and the Guarantors' offer (the "Exchange Offer") to exchange $1,000
principal amount of 10 1/4% Senior Subordinated Notes due 2013 and related
guarantees (the "New Notes") of the Company and the Guarantors for each $1,000
principal amount of outstanding 10 1/4% Senior Subordinated Notes due 2013
issued on January 23, 2004 and related guarantees (the "Outstanding Notes") of
the Company and the Guarantors. Capitalized terms used but not defined have the
meanings ascribed to them in the Prospectus.
This will instruct you, the registered holder, as to the action to be
taken by you relating to the Exchange Offer with respect to the Outstanding
Notes held by you for the account of the undersigned.
The aggregate face amount of the Outstanding Notes held by you for the
account of the undersigned is (fill in amount): $_______.
With respect to the Exchange Offer, the undersigned hereby instructs you
(check one of the following boxes):
[ ] To TENDER the following Outstanding Notes held by you for the account of
the undersigned (insert principal amount of Outstanding Notes to be
tendered (if any)):
$_____________ of Outstanding Notes*
or
[ ] NOT to TENDER any Outstanding Notes held by you for the account of the
undersigned.
*New Notes and the untendered portion of Outstanding Notes must be in minimum
denominations of integral multiples of $1,000.
If the undersigned instructs you to tender Outstanding Notes held by you
for the account of the undersigned, it is understood that you are authorized to
make on behalf of the undersigned (and the undersigned, by its signature below,
hereby makes to you), the representations and warranties contained in the Letter
of Transmittal that are to be made with respect to the undersigned as a
beneficial owner, including but not limited to the representations, 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 undersigned, (ii) neither the undersigned nor any person
receiving any New Notes directly or indirectly from the undersigned 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 undersigned and each
person receiving any New Notes directly or indirectly from the undersigned
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
the Brown & Wood LLP no-action letter (available February 7, 1997), the Shearman
& Sterling no-action letter (available July 2, 1993), the K-III Communications
Corporation no-action letter (available May 14, 1993), the Morgan Stanley & Co.
Incorporated 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 undersigned and each person receiving any New Notes directly
or indirectly from the undersigned 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 from 507 of Regulation S-K of the Commission and
(v) neither the undersigned nor any person receiving any New Notes directly or
indirectly from the undersigned pursuant to the Exchange Offer is an "affiliate"
of the Company, as defined under Rule 405 under the Securities Act of 1933, as
amended. If the undersigned is a broker-dealer that will receive New Notes for
its own account in exchange fro Outstanding Notes that were acquire as a result
of market making activities or other trading activities, it acknowledges that it
will deliver a prospectus meeting the requirements of the Securities Act of
1933, as amended, 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 undersigned will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act of
1933, as amended.
SIGN HERE
________________________________________________________________________________
SIGNATURE(S) OF OWNER(S)
Date:____________________________
MUST BE SIGNED BY THE REGISTERED HOLDER(S) OF OUTSTANDING NOTES
EXACTLY AS NAME(S) APPEAR(S) ON CERTIFICATE(S) REPRESENTING THE OUTSTANDING
NOTES OR ON A SECURITY POSITION LISTING OR BY PERSON(S) AUTHORIZED TO BECOME
REGISTERED OUTSTANDING NOTE HOLDER(S) BY CERTIFICATES AND DOCUMENTS TRANSMITTED
HEREWITH. IF SIGNATURE IS BY TRUSTEES, EXECUTORS, ADMINISTRATORS, GUARDIANS,
ATTORNEY-IN-FACT, OFFICERS OF CORPORATIONS OR OTHERS ACTING IN A FIDUCIARY OR
REPRESENTATIVE CAPACITY, PLEASE PROVIDE THE FOLLOWING INFORMATION.
Name(s):________________________________________________________________________
________________________________________________________________________________
(PLEASE PRINT)
Capacity (Full Title):__________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Address:______________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number:_________________________________________________
Tax Identification or Social Security Number(s):________________________________