EXHIBIT 99.3
COLE NATIONAL GROUP, INC.
EXCHANGE OF ALL OUTSTANDING
8 7/8% SENIOR SUBORDINATED NOTES DUE 2012
FOR
8 7/8% SENIOR SUBORDINATED NOTES DUE 2012
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON AUGUST 8,
2002 UNLESS EXTENDED (THE "EXPIRATION DATE"). NOTES TENDERED IN THE EXCHANGE
OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON
THE EXPIRATION DATE.
To Our Clients:
We are enclosing herewith a prospectus, dated July 8, 2002, of Cole
National Group, Inc., and the accompanying letter of transmittal that together
constitute the offer by Cole National (the "Exchange Offer"), to exchange its 8
7/8% Senior Subordinated Notes due 2012 (the "Exchange Notes"), which have been
registered under the Securities Act of 1933 (the "Securities Act"), for a like
principal amount of its issued and outstanding 8 7/8% Senior Subordinated Notes
due 2012 (the "Outstanding Notes"), upon the terms and subject to the conditions
set forth in the Exchange Offer.
The Exchange Offer is not conditioned upon any minimum number of
Outstanding Notes being tendered.
We are the holder of record of Outstanding Notes held by us for your own
account. A tender of such Outstanding Notes can be made only by us as the record
holder and pursuant to your instructions. The letter of transmittal is furnished
to you for your information only and cannot be used by you to tender Outstanding
Notes held by us for your account.
We request instructions as to whether you wish to tender any or all of the
Outstanding Notes held by us for your account pursuant to the terms and
conditions of the Exchange Offer. We also request that you confirm that we may,
on your behalf, make the representations contained in the letter of transmittal.
Pursuant to the letter of transmittal, each holder of Outstanding Notes
will represent to Cole National that:
(i) any Exchange Notes that the holder will acquire in exchange for
Outstanding Notes will be acquired in the ordinary course of business
of the holder,
(ii) the holder has not engaged in, does not intend to engage in, and has
no arrangement with any person to engage in, a distribution of any
Exchange Notes issued to the holder, and
(iii) the holder is not an "affiliate" (as defined in Rule 405 under the
Securities Act) of Cole National.
If the holder is a broker-dealer that will receive Exchange Notes for its
own account in exchange for Outstanding Notes, it will represent that the
Outstanding Notes were acquired as a result of market-making activities or other
trading activities, and it will acknowledge that it will deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale of
those Exchange Notes. By acknowledging that it will deliver and by delivering a
prospectus meeting the requirements of the Securities Act in connection with any
resale of those Exchange Notes, the broker-dealer is not deemed to admit that it
is an "underwriter" within the meaning of the Securities Act.
Please return your instructions to us in the enclosed envelope within ample
time to permit us to submit a tender on your behalf prior to the Expiration
Date.
INSTRUCTION TO
BOOK ENTRY TRANSFER PARTICIPANT
To Participant of the DTC:
The undersigned hereby acknowledges receipt of the prospectus, dated ,
2002 (the "Prospectus") of Cole National Group, Inc., and the accompanying
letter of transmittal (the "Letter of Transmittal"), that together constitute
Cole National's offer (the "Exchange Offer") to exchange its 8 7/8% Senior
Subordinated Notes due 2012 (the "Exchange Notes"), for all of its outstanding
8 7/8% Senior Subordinated Notes due 2012 (the "Outstanding Notes"). Capitalized
terms used but not defined herein have the meanings ascribed to them in the
Prospectus or the Letter of Transmittal.
This will instruct you, the DTC participant, 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):
$ of the 8 7/8% Senior Subordinated Notes due 2012.
With respect to the Exchange Offer, we hereby instruct you (check
appropriate box):
[ ] TO TENDER the following amount of Outstanding Notes you hold for our
account (Insert Principal Amount Of Outstanding Notes To Be Tendered,
If Any):
$ .
[ ] NOT TO TENDER any Outstanding Notes you hold for our account.
If we instruct you to tender the Outstanding Notes held by you for our
account, it is understood that you are authorized to make, on behalf of us (and,
by signing below, we hereby make to you), the representations contained in the
Letter of Transmittal that are to be made with respect to us as a beneficial
owner, including, but not limited to, the representations, that:
(i) any Exchange Notes that we will acquire in exchange for Outstanding
Notes will be acquired in the ordinary course of our business,
(ii) we have not engaged in, do not intend to engage in, and have no
arrangement with any person to engage in, a distribution of any
Exchange Notes issued to us, and
(iii) we are not an "affiliate" (as defined in Rule 405 under the
Securities Act) of Cole National.
If we are a broker-dealer that will receive Exchange Notes for our own
account in exchange for Outstanding Notes, we represent that the Outstanding
Notes were acquired as a result of market-making activities or other trading
activities, and we acknowledge that we will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of those
Exchange Notes. By acknowledging that we will deliver and by delivering a
prospectus meeting the requirements of the Securities Act in connection with any
resale of such Exchange Notes, we are not deemed to admit that we are an
"underwriter" within the meaning of the Securities Act.
Name of beneficial owner(s):
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Signature(s):
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Name(s) (please print):
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Address:
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Telephone Number:
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Taxpayer Identification or Social Security Number:
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Date:
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