EXHIBIT 99.4
FORM OF LETTER TO REGISTERED HOLDERS AND DTC PARTICIPANTS
REGARDING THE OFFER TO EXCHANGE
$125,000,000 PRINCIPAL AMOUNT OF 10 3/4% SENIOR NOTES DUE 2004, SERIES B
FOR ANY AND ALL OUTSTANDING
$125,000,000 PRINCIPAL AMOUNT OF 10 3/4% SENIOR NOTES DUE 2004, SERIES A
OF
EMERGENT GROUP, INC.
To Registered Holders and The Depository Trust Company Participants:
We are enclosing herewith the materials listed below relating to the
offer by Emergent Group, Inc. (the "Company") to exchange its new 10 3/4% Senior
Notes due 2004, Series B (the "Exchange Notes"), pursuant to an offering
registered under the Securities Act of 1933, as amended (the "Securities Act"),
for a like principal amount of its issued and outstanding 10 3/4% Senior Notes
due 2004, Series A (the "Senior Notes") upon the terms and subject to the
conditions set forth in the Company's Prospectus, dated November 12, 1997, and
the related Letter of Transmittal (which together constitute the "Exchange
Offer").
Enclosed herewith are copies of the following documents:
1. Prospectus dated November 12, 1997;
2. Letter of Transmittal;
3. Notice of Guaranteed Delivery;
4. Instruction to Registered Holder or DTC Participant from
Beneficial Owner; and
5. Letter which may be sent to your clients for whose account you
hold Definitive Registered Notes (as defined in the Letter of
Transmittal) or Book-Entry Interests (as defined in the Letter
of Transmittal) representing Senior Notes in your name or in
the name of your nominee, to accompany the instruction form
referred to above, for obtaining such client's instruction
with regard to the Exchange Offer.
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 DECEMBER 17,
1997, UNLESS EXTENDED.
The Exchange Offer is not conditioned upon any minimum number of Senior
Notes being tendered.
To participate in the Exchange Offer, a beneficial holder must either
(i) cause to be delivered to Bankers Trust Company (the "Exchange Agent") at the
address set forth in the Letter of Transmittal Definitive Registered Notes (as
defined in the Letter of Transmittal) in proper form for transfer together with
a properly executed Letter of Transmittal or (ii) cause a DTC Participant to
tender such holder's Senior Notes to the Exchange Agent's account maintained at
the Depository Trust Company ("DTC") for the benefit of the Exchange Agent
through DTC's Automated Tender Offer Program ("ATOP"), including transmission of
a computer-generated message that acknowledges and agrees to be bound by the
terms of the Letter of Transmittal. By complying with DTC's ATOP procedures with
respect to the Exchange Offer, the DTC Participant confirms on behalf of itself
and the beneficial owners of tendered Senior Notes all provisions of the Letter
of Transmittal applicable to it and such beneficial owners as fully as if it
completed, executed and returned the Letter of Transmittal to the Exchange
Agent.
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Pursuant to the Letter of Transmittal, each holder of Senior Notes will
represent to the Company that: (i) the Exchange Notes or Book-Entry Interests
therein to be acquired by such holder and any beneficial owner(s) of such
Senior Notes or interests therein ("Beneficial Owner(s)") in connection with the
Exchange Offer are being acquired by such holder and any Beneficial Owner(s) in
the ordinary course of business of the holder and any Beneficial Owner(s), (ii)
the holder and each Beneficial Owner are not participating, do not intend to
participate, and have no arrangement or understanding with any person to
participate, in the distribution of the Exchange Notes, (iii) the holder and
each Beneficial Owner acknowledge and agree that any person who is a
broker-dealer registered under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") or is participating in the Exchange Offer for the purpose
of distributing the Exchange Notes must comply with the registration and
prospectus 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 Commission
set forth in certain no-action letters, (iv) the holder and each Beneficial
Owner understands that a secondary resale transaction described in clause (iii)
above and any resales of Exchange Notes or interests therein obtained by such
holder in exchange for Senior Notes or interests therein originally acquired by
such holder directly from the Company 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 of the
Commission and (v) neither the holder nor any Beneficial Owner(s) is an
"affiliate," as defined in Rule 405 under the Securities Act, of the Company.
Upon a request by the Company, a holder or beneficial owner will deliver to the
Company a legal opinion confirming its representation made in clause (v) above.
If the tendering holder of Senior Notes is a broker-dealer (whether or not it is
also an "affiliate") or any Beneficial Owner(s) that will receive Exchange Notes
for its own or their account pursuant to the Exchange Offer, the tendering
holder will represent on behalf of itself and the Beneficial Owner(s) that the
Senior Notes to be exchanged for the Exchange Notes were acquired as a result of
market-making activities or other trading activities, and acknowledge on its own
behalf and on the behalf of such Beneficial Owner(s) that it or they will
deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such Exchange Notes; however, by so acknowledging
and by delivering a prospectus, such tendering holder will not be deemed to
admit that it or any Beneficial Owner is an "underwriter" within the meaning of
the Securities Act.
The enclosed "Instruction to Registered Holder or DTC Participant from
Beneficial Owner" form contains an authorization by the beneficial owners of
Senior 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 persons (other than the Exchange Agent) in connection with the
solicitation of tenders of Senior Notes pursuant to the Exchange Offer. The
Company will pay or cause to be paid any transfer taxes payable on the transfer
of Senior 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 Bankers
Trust Company, 123 Washington Street, First Floor Window, New York, NY 10008,
Attention: Corporate Trust and Agency Unit.
Very truly yours,
EMERGENT GROUP, INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE
AGENT OF EMERGENT GROUP, INC. OR BANKERS TRUST COMPANY OR AUTHORIZE YOU TO USE
ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN CONNECTION WITH THE
EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS
CONTAINED THEREIN.
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