EXHIBIT 99.5
FORM OF INSTRUCTION TO REGISTERED HOLDER OR DTC PARTICIPANT
FROM BENEFICIAL OWNER
FOR
10 3/4% SENIOR NOTES DUE 2004, SERIES A
OF
EMERGENT GROUP, INC.
The undersigned hereby acknowledges receipt of the Prospectus dated
November 12, 1997 (the "Prospectus"), of Emergent Group, Inc., a company
incorporated under the laws of South Carolina (the "Company"), and the
accompanying Letter of Transmittal (the "Letter of Transmittal") that together
constitute the Company's offer (the "Exchange Offer"). Capitalized terms used
but not defined herein have the meanings assigned to them in the Prospectus and
the Letter of Transmittal.
This will instruct you as to the action to be taken by you relating to
the Exchange Offer with respect to the 10 3/4% Senior Notes due 2004, Series A
(the "Senior Notes") held by you for the account of the undersigned.
The principal amount of the Senior Notes held by you for the account of
the undersigned is (FILL IN AMOUNT): $_____________________ principal amount of
Senior Notes.
With respect to the Exchange Offer, the undersigned hereby instructs
you (CHECK APPROPRIATE BOX):
|_| To TENDER the following principal amount of Senior Notes held
by you for the account of the undersigned (INSERT AMOUNT OF
SENIOR NOTES TO BE TENDERED, IF ANY):
$_______________ principal amount of Senior Notes.
|_| NOT to TENDER any Senior Notes held by you for the account of
the undersigned.
If the undersigned instructs you to tender the Senior Notes
held by you for the account of the undersigned, it is understood that you are
authorized:
(a) 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 Exchange Notes or
Book-Entry Interests therein to be acquired by the undersigned (the
"Beneficial Owner(s)") in connection with the Exchange Offer are being
acquired by the undersigned in the ordinary course of business of the
undersigned, (ii) the undersigned is not participating, does not intend
to participate, and has no arrangement or understanding with any person
to participate, in the distribution of the Exchange Notes, (iii) the
undersigned acknowledges and agrees 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 undersigned 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) the undersigned is not 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 undersigned is a
broker-dealer (whether or not it is also an "affiliate") that will
receive Exchange Notes for its own account pursuant to the Exchange
Offer, the undersigned represents that the Senior
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Notes to be exchanged
for the Exchange Notes were acquired by
it as a result of market-making activities or other trading activities,
and acknowledges that it 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, the undersigned does not and will not be deemed to admit
that it is an "underwriter" within the meaning of the Securities Act;
(b) to agree, on behalf of the undersigned, as set forth
in the Letter of Transmittal; and
(c) to take such other action as necessary under the
Prospectus or the Letter of Transmittal to effect the
valid tender of such Senior Notes.
SIGN HERE
Name of Beneficial Owner(s):____________________________________________________
Signature(s):___________________________________________________________________
Name(s) (PLEASE PRINT):_________________________________________________________
Address:________________________________________________________________________
________________________________________________________________________
Telephone Number:_______________________________________________________________
Taxpayer Identification or Social Security number:______________________________
Date:___________________________________________________________________________
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