EXHIBIT 99.3
LETTER TO BENEFICIAL HOLDERS REGARDING THE OFFER TO EXCHANGE
ANY AND ALL OUTSTANDING 9 3/4% SENIOR NOTES DUE 2013
OF
EAGLEPICHER INCORPORATED
PURSUANT TO THE PROSPECTUS DATED __________, 2003
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON __________, 2003, UNLESS EXTENDED (THE "EXPIRATION DATE").
__________, 2003
To Our Clients:
Enclosed for your consideration is a prospectus, dated __________,
2003, of EaglePicher Incorporated, an Ohio corporation ("EaglePicher"), and a
letter of transmittal, that together constitute EaglePicher's offer to exchange
$1,000 principal amount of its 9 3/4% Senior Notes due 2013, which have been
registered under the Securities Act of 1933, as amended, for each $1,000
principal amount of its outstanding 9 3/4% Senior Notes due 2013, of which
$250,000,000 aggregate principal amount is outstanding.
The materials relating to the exchange offer are being forwarded to you
as the beneficial owner of outstanding notes carried by us for your account or
benefit but not registered in your name. A tender of any outstanding notes may
only be made by us as the registered holder and pursuant to your instructions.
Therefore, we urge beneficial owners of outstanding notes registered in the name
of a broker, dealer, commercial bank, trust company or any other nominee to
contact such registered holder promptly if they wish to tender outstanding notes
in the exchange offer.
Accordingly, we request instructions as to whether you wish us to
tender any or all such outstanding notes held by us for your account or benefit
pursuant to the terms and conditions set forth in the prospectus and the letter
of transmittal. We urge you to read carefully the prospectus and the letter of
transmittal and other material provided herewith before instructing us to tender
your outstanding notes. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR
INFORMATION ONLY AND CANNOT BE USED BY YOU TO EXCHANGE OUTSTANDING NOTES HELD BY
US FOR YOUR ACCOUNT OR BENEFIT.
Your instructions to us should be forwarded as promptly as possible in
order to permit us to tender notes on your behalf in accordance with the
provisions of the exchange offer.
Your attention is directed to the following:
1. The exchange offer will expire at 5:00 p.m., New York City
time, on __________, 2003, unless extended. Tendered outstanding notes
may be withdrawn, subject to the procedures described in the
prospectus, at any time prior to 5:00 p.m. New York City time, on the
Expiration Date.
2. The outstanding notes will be exchanged for the exchange notes
at the rate of $1,000 principal amount of exchange notes for each
$1,000 principal amount of outstanding notes validly tendered and not
validly withdrawn prior to the expiration date. The exchange notes will
bear interest from the most recent interest payment date to which
interest has been paid on the outstanding notes or, if no interest has
been paid, from August 7, 2003. The form and terms of the exchange
notes are identical in all material respects
to the form and terms of the outstanding notes, except that the
exchange notes have been registered under the Securities Act of 1933,
as amended.
3. Notwithstanding any other term of the exchange offer,
EaglePicher may terminate or amend the exchange offer as provided in
the prospectus and will not be required to accept for exchange, or
exchange any exchange notes for, any outstanding notes not accepted for
exchange prior to such termination.
4. Any transfer taxes applicable to the exchange of the
outstanding notes pursuant to the exchange offer will be paid by
EaglePicher, except as otherwise provided in the prospectus and in
Instruction 8 of the letter of transmittal.
5. Based on an interpretation of the Securities Act by the staff
of the Securities and Exchange Commission. EaglePicher believes that
exchange notes issued pursuant to the exchange offer in exchange for
outstanding notes may be offered for resale, resold and otherwise
transferred by holders thereof without compliance with the registration
and prospectus delivery provisions of the Securities Act, provided that
the holder:
(a) is acquiring exchange notes in its ordinary course of
business;
(b) is not engaging in and does not intend to engage in a
distribution of the exchange notes;
(c) is not participating, and has no arrangement or
understanding with any person to participate, in a distribution of the
exchange notes;
(d) is not an "affiliate" of EaglePicher or the
guarantors, as such term is defined under Rule 405 of the Securities
Act; and
(e) the holder is not acting on behalf of any person who
could not truthfully make these statements.
To participate in the exchange offer, holders must represent to
EaglePicher that each of these statements is true. If the holder is a
broker-dealer that will receive exchange notes for its own account in exchange
for outstanding notes that were acquired as a result of market-making activities
or other trading activities, it must acknowledge that it will deliver a
prospectus meeting the requirements of the Securities Act in connection with any
resale of such exchange notes.
If you wish to have us tender any or all of your outstanding notes,
please so instruct us by completing and returning to us the form entitled
"Instruction to Registered Holders and DTC Participants From Beneficial Owner"
that appears below. An envelope to return your instructions is enclosed. If you
authorize a tender of your outstanding notes, the entire principal amount of
outstanding notes held for your account will be tendered unless otherwise
specified on the instruction form. Your instructions should be forwarded to us
in ample time to permit us to submit a tender on your behalf by the Expiration
Date.
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INSTRUCTION TO REGISTERED HOLDERS AND
DTC PARTICIPANTS
FROM BENEFICIAL OWNER OF
9 3/4% SENIOR NOTES DUE 2013
OF
EAGLEPICHER INCORPORATED
The undersigned hereby acknowledges receipt of the prospectus, dated
__________, 2003, of EaglePicher Incorporated, an Ohio corporation
("EaglePicher"), and the letter of transmittal, that together constitute
EaglePicher's offer to exchange $1,000 principal amount of its 9 3/4% Senior
Notes due 2013, which have been registered under the Securities Act of 1933, as
amended, for each $1,000 principal amount of its outstanding 9 3/4% Senior Notes
due 2013, of which $250,000,000 aggregate principal amount is outstanding.
This will instruct you, the registered holder and/or book-entry
transfer facility 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, upon and subject to the terms and conditions set
forth in the prospectus and the letter of transmittal.
The aggregate face amount of the outstanding notes held by you for the
account of the undersigned is (fill in amount):
$__________ of 9 3/4% Senior Notes due 2013.
With respect to the exchange offer, the undersigned hereby instructs
you (check appropriate box):
[ ] To TENDER ALL of the outstanding notes held by you for the
account of the undersigned.
[ ] 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 9 3/4% Senior Notes due 2013.
[ ] NOT to TENDER any outstanding notes held by you for the
account of the undersigned.
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 and agreements 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:
- the exchange notes acquired pursuant to the exchange offer are
being acquired in the ordinary course of business of the
undersigned;
- the undersigned is not engaging in and does not intend to
engage in a distribution of the exchange notes;
- the undersigned does not have an arrangement or understanding
with any person to participate in the distribution of such
exchange notes;
- the undersigned is not an "affiliate" of EaglePicher or the
guarantors within the meaning of Rule 405 under the Securities
Act of 1933, as amended;
- if the undersigned is a resident of the State of California,
it falls under the self-executing institutional investor
exemption set forth under Section 25102(i) of the Corporate
Securities Law of 1968 and Rules 260.102.10 and 260-105.14 of
the California Blue Sky Regulations;
- if the undersigned is a resident of the Commonwealth of
Pennsylvania, it falls under the self-executing institutional
investor exemption set forth under Sections 203(c), 102(d) and
(k) of the Pennsylvania Securities Act of 1972, Section
102.111 of the Pennsylvania Blue Sky Regulations and an
interpretive opinion dated November 16, 1985;
- the undersigned acknowledges and agrees that any person who is
a broker-dealer registered under the Securities Exchange Act
of 1934, as amended, or is participating in the exchange offer
for the purpose of distributing the exchange notes, must
comply with the registration and delivery requirements of the
Securities Act in connection with a secondary resale
transaction of the exchange notes or interests therein
acquired by such person and cannot rely on the position of the
staff of the Securities and Exchange Commission (the "SEC")
set forth in certain no-action letters;
- the undersigned and each beneficial owner understands that a
secondary resale transaction described in the previous bullet
point and any resales of exchange notes or interests therein
obtained by such holder in exchange for outstanding notes or
interests therein originally acquired by such holder directly
from EaglePicher should be covered by an effective
registration statement containing the selling security holder
information required by Item 507 or Item 508, as applicable,
of Regulation S-K or the SEC;
- if the undersigned is a broker-dealer that will receive
exchange notes for its own account in exchange for outstanding
notes that were acquired 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 in connection with any resale of such 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 such exchange notes, the
undersigned is not deemed to admit that it is an "underwriter"
within the meaning of the Securities Act; and
- the undersigned is not acting on behalf of any person or
entity who could not truthfully make the foregoing
representations;
- to agree, on behalf of the undersigned, as set forth in the
letter of transmittal; and
- to take such other action as necessary under the prospectus or
the letter of transmittal to effect the valid tender of
outstanding notes.
The undersigned acknowledges that if an executed copy of this letter of
transmittal is returned, the entire principal amount of outstanding notes held
for the undersigned's account will be tendered unless otherwise specified above.
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The undersigned hereby represents and warrants that the undersigned (1)
owns the notes tendered and is entitled to tender such notes, and (2) has full
power and authority to tender, sell, exchange, assign and transfer the
outstanding notes and to acquire exchange notes issuable upon the exchange of
such tendered notes, and that, when the same are accepted for exchange,
EaglePicher will acquire good, marketable and unencumbered title to the tendered
notes, free and clear of all liens, restrictions, charges and encumbrances and
not subject to any adverse claim or right or restriction or proxy of any kind.
SIGN HERE
Name of beneficial owner(s) (please print):_____________________________________
Signature(s):___________________________________________________________________
Address:________________________________________________________________________
Telephone Number:_______________________________________________________________
Taxpayer Identification Number
or Social Security Number:______________________________________________________
Date:___________________________________________________________________________
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