EXHIBIT 99.4
CONE MILLS CORPORATION
Exchange Offer and Consent Solicitation
Outstanding 8-1/8% Debentures Due March 15, 2005 of Cone Mills Corporation
Exchanged for
Common Stock and 11% Secured Subordinated Debentures Due March 15, 2005
_______________ ___, 2000
To Our Clients:
Enclosed for your consideration is a Prospectus and Consent
Solicitation (the "Prospectus") and a form of Consent and Letter of Transmittal
(the "Consent and Letter of Transmittal" and together with the Prospectus, the
"Exchange Offer"), relating to the offer by Cone Mills Corporation ("Cone"), a
North Carolina corporation, to exchange Cone common stock or a combination of
11% Secured Subordinated Debentures Due March 15, 2005 of Cone (the "11%
debentures") and shares of Cone common stock for outstanding 8-1/8% Debentures
Due March 15, 2005 of Cone (the "8-1/8% debentures"). In conjunction with the
Exchange Offer, Cone is soliciting (the "Consent Solicitation") consents (the
"Consents") for certain proposed amendments (the "Proposed Amendments") to the
indenture under which the 8-1/8% debentures were issued and to release the
debentureholders' interest in the collateral securing the 8-1/8% debentures.
The total consideration available for each $1,000 principal amount
of the 8-1/8% debentures tendered in the Exchange Offer is (1) shares of
Cone common stock or (2) $1,000 principal amount of 11% debentures and 10 shares
of Cone common stock. Holders of 8-1/8% debentures ("Holders") may elect to
receive either common stock or a new debenture and 10 shares of common stock for
each $1,000 principal amount of 8-1/8% debentures held. Holders of more than
$1,000 in aggregate principal amount of 8-1/8% debentures need not make the same
election for each $1,000 principal amount of 8-1/8% debentures. For example, if
a Holder of $100,000 aggregate principal amount of 8-1/8% debentures chooses to
tender such 8-1/8% debentures in the exchange offer, such Holder may elect to
receive common stock for $65,000 of its 8-1/8% debentures and a combination of
new 11% debentures and common stock for the remaining $35,000 of its 8-1/8%
debentures. A Holder who elects to tender any of its 8-1/8% debentures in the
exchange offer must tender all of its 8-1/8% debentures.
THE EXCHANGE OFFER AND CONSENT SOLICITATION WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON ____________________, 2000 UNLESS EXTENDED (SUCH
TIME ON SUCH DATE, AS THE SAME MAY BE EXTENDED, THE "EXPIRATION DATE"). HOLDERS
WHO DESIRE TO RECEIVE THE EXCHANGE OFFER CONSIDERATION MUST VALIDLY CONSENT TO
THE PROPOSED AMENDMENTS (INCLUDING THE RELEASE OF THE COLLATERAL
SECURING THE 8-1/8% DEBENTURES) AND MUST TENDER ALL OF THEIR 8-1/8% DEBENTURES
PURSUANT TO THE EXCHANGE OFFER ON OR PRIOR TO THE EXPIRATION DATE. CONSENTS MAY
BE REVOKED ONLY PRIOR TO THE EXPIRATION DATE. REVOCATION OF CONSENT WILL RENDER
THE HOLDER'S TENDER OF 8-1/8% DEBENTURES DEFECTIVE, AND, UNLESS CONE WAIVES THAT
DEFECT, THE HOLDER WILL NOT BE ELIGIBLE TO RECEIVE THE EXCHANGE OFFER
CONSIDERATION FOR THE HOLDER'S 8-1/8% DEBENTURES. TENDERS OF 8-1/8% DEBENTURES
MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
Holders (as defined in the Indenture) who desire to tender their
8-1/8% debentures pursuant to the Exchange Offer and receive the Exchange Offer
consideration are required to consent to the Proposed Amendments with respect to
such 8-1/8% debentures, including the release of the collateral securing the
8-1/8% debentures. Holders must tender all of their 8-1/8% debentures to accept
the Exchange Offer and receive the Exchange Offer consideration. The completion,
execution and delivery of the Consent and Letter of Transmittal by a Holder in
connection with the tender of 8-1/8% debentures will constitute a Consent to the
Proposed Amendments with respect to such 8-1/8% debentures.
This material relating to the Exchange Offer and Consent
Solicitation is being forwarded to you as the beneficial owner of 8-1/8%
debentures carried by us for your account or benefit but not registered in your
name. A tender of any 8-1/8% debentures and delivery of the related Consent with
respect to any 8-1/8% debentures may only be made by us as the Registered Holder
and pursuant to your instructions. Therefore, Cone urges beneficial owners of
8-1/8% debentures 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 8-1/8% debentures pursuant to the Exchange Offer or deliver
Consents pursuant to the Consent Solicitation.
Accordingly, we request instructions as to whether you wish us to
tender and deliver consent with respect to all, and not less than all, of the
8-1/8% debentures held by us for your account. We urge you to read carefully the
Prospectus, the Consent and Letter of Transmittal and the other materials
provided herewith before instructing us to tender your 8-1/8% debentures and to
deliver the related Consents with respect to such 8-1/8% debentures or to
deliver Consents with respect to such 8-1/8% debentures without tendering such
8-1/8% debentures.
Your instructions to us should be forwarded as promptly as possible
to permit us to tender 8-1/8% debentures and deliver the related Consents on
your behalf in accordance with the provisions of the Exchange Offer and the
Consent Solicitation.
PLEASE NOTE THAT TENDERS OF 8-1/8% DEBENTURES AND DELIVERY OF
CONSENTS MUST BE RECEIVED BY THE EXCHANGE AGENT BY THE EXPIRATION DATE TO
RECEIVE THE EXCHANGE OFFER CONSIDERATION.
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Tenders of 8-1/8% debentures may be withdrawn at any time prior to
or on the Expiration Date but the Exchange Offer consideration shall not be
payable in respect of the 8-1/8% debentures so withdrawn. A valid withdrawal of
8-1/8% debentures will constitute the concurrent valid revocation of such
Holder's related Consent.
Consents may be revoked only at any time prior to the Expiration
Date, but a valid revocation of a Consent will also constitute a withdrawal of
the 8-1/8% debentures, unless waived by Cone.
Your attention is directed to the following:
1. The Exchange Offer is for all 8-1/8% debentures that are
outstanding. Tender of less than all of your 8-1/8% debentures will
render our tender of your debentures defective, and, unless Cone
waives that defect, you will not be eligible to receive the
Exchange Offer consideration for your 8-1/8% debentures.
2. Holders who desire to tender their 8-1/8% debentures pursuant
to the Exchange Offer are required to consent to the Proposed
Amendments, including the release of the collateral securing the
8-1/8% debentures.
3. If you desire us to tender your 8-1/8% debentures pursuant
to the Exchange Offer and receive the Exchange Offer consideration,
we must receive your instructions in ample time to permit us to
effect a tender of 8-1/8% debentures on your behalf on or prior to
5:00 p.m., New York City time, on the Expiration Date.
4. Cone's obligation to pay the Exchange Offer consideration
for tendered 8-1/8% debentures is subject to certain conditions set
forth in the Prospectus under the caption "The Exchange Offer and
Consent Solicitation - Conditions to the Exchange Offer and Consent
Solicitation."
If you wish to have us tender all, and not less than all, of your
8-1/8% debentures held by us for your account or benefit and deliver your
Consent pursuant to the Exchange Offer and Consent Solicitation, please so
instruct us by completing, executing and returning to us the instruction form
that appears below. You will receive the Exchange Offer consideration only if
you consent to the Proposed Amendments and direct us to tender your 8-1/8%
debentures. The accompanying Consent and Letter of Transmittal is furnished to
you for informational purposes only and may not be used by you to tender 8-1/8%
debentures held by us and registered in our name for your account or to deliver
Consents.
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LETTER OF
INSTRUCTIONS FROM BENEFICIAL OWNER
TO REGISTERED HOLDER OR DTC PARTICIPANT
The undersigned acknowledge(s) receipt of your letter and the
enclosed material referred to therein relating to the Exchange Offer and the
Consent Solicitation of Cone with respect to the 8-1/8% debentures. The
undersigned is aware that to accept the Exchange Offer and make a valid tender
of 8-1/8% debentures, Holders must also consent to the Proposed Amendments as
defined and explained in the Prospectus. By completion, execution, and delivery
of this Consent, the undersigned hereby consent(s) to the Proposed Amendments
(including the waiver of the collateral securing the 8-1/8% debentures),
pursuant to the terms of and conditions set forth in the Prospectus and Consent
Solicitation dated _______________, 2000, and the Consent and Letter of
Transmittal.
This will instruct you to tender and make the election as to
Exchange Offer consideration for the principal amount of 8-1/8% debentures
indicated below held by you for the account or benefit of the undersigned and to
deliver the undersigned's consent with respect to the principal amount of 8-1/8%
debentures indicated below, pursuant to the terms of and conditions set forth in
the Prospectus and Consent Solicitation dated _______________, 2000, and the
Consent and Letter of Transmittal.
Certificate Aggregate Principal
Number(s) Amount(s) Represented
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Total Principal Amount of
8-1/8% Debentures held by Registered
Holder or DTC Participant on Behalf of
Beneficial Owner
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Election as to Form of Consideration.
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a. |_| I want you to tender ALL of the 8-1/8% debentures held by
you for my account or benefit in exchange for ________ shares
of Cone common stock for each $1,000 principal amount of
8-1/8% debentures so held.
b. |_| I want you to tender ALL of the 8-1/8% debentures held by
you for my account or benefit in exchange for $1,000 principal
amount of 11% debentures and 10 shares of Cone common stock
for each $1,000 principal amount of 8-1/8% debentures so held.
c. |_| I want you to tender the 8-1/8% debentures held by you for
my account or benefit and to make a mixed election as to form
of consideration.
(1) The principal amount of 8-1/8% debentures for which I
instruct you to elect to receive only shares of Cone
common stock is: ___________________
(2) The principal amount of 8-1/8% debentures for which I
instruct you to elect to receive shares of Cone common
stock and 11% debentures is: ___________________
(3) The total principal amount for which I am making this
mixed election is: (This amount is the total of
Items c(1) and c(2) above and must be equal to
the total principal amount of the 8-1/8% debentures
held on the undersigned's behalf as indicated above.)
___________________
PLEASE SIGN HERE
_______________________________________________________________________________
Signature(s)
_______________________________________________________________________________
Name(s) (Please Print)
_______________________________________________________________________________
Address
_______________________________________________________________________________
Zip Code
_______________________________________________________________________________
Area Code and Telephone No.
_______________________________________________________________________________
Tax Identification or Social Security No.
_______________________________________________________________________________
My Account Number With You
_______________________________________________________________________________
Date
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