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EXHIBIT 99.10
FORM OF LETTER TO BENEFICIAL HOLDERS
REGARDING THE OFFER TO EXCHANGE ANY AND ALL
OUTSTANDING 8 1/2% SENIOR SUBORDINATED NOTES DUE 2014
OF
THE JEAN COUTU GROUP (PJC) INC.
PURSUANT TO THE PROSPECTUS DATED [ ]
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 5:00 P.M., NEW YORK CITY TIME, ON [ ] UNLESS EXTENDED
BY THE JEAN COUTU GROUP (PJC) INC. IN ITS SOLE DISCRETION
(THE "EXPIRATION DATE").
[ ]
To Our Clients:
We are enclosing for your consideration a prospectus, dated [ ]
(the "Prospectus"), of The Jean Coutu Group (PJC) Inc. (the "Company"), and a
related letter of transmittal (the "Letter of Transmittal") that together
constitute the Company's offer to exchange (the "Exchange Offer") $1,000
principal amount of its 8 1/2% Senior Subordinated Notes Due 2014 ("Exchange
Notes"), which have been registered under the Securities Act of 1933, as amended
(the "Securities Act"), for each $1,000 principal amount of its outstanding,
unregistered 8 1/2% Senior Subordinated Notes Due 2014 issued on July 30, 2004
("Outstanding Notes"), of which $850,000,000 aggregate principal amount is
outstanding.
We are forwarding the materials relating to the Exchange Offer 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.
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 materials 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 Outstanding 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
[ ], 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 Tendered Outstanding Notes may be withdrawn,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. Outstanding Notes will be exchanged for 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 on or prior to the
Expiration Date. The Exchange Notes will bear interest from the last interest
payment date on which interest was paid on the Outstanding Notes or, if no
interest has been paid, from July 30, 2004. 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 and, therefore, will not have any transfer restrictions, will
bear a different CUSIP number from the Outstanding Notes and will not entitle
their holders to registration rights or rights to additional interest.
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3. Notwithstanding any other term of the Exchange Offer, the Company 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 Outstanding Notes
pursuant to the Exchange Offer will be paid by the Company, 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, the Company 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 (other
than broker-dealers) 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 within the meaning of the Securities Act;
(c) is not participating in, and has no arrangement or understanding
with any person to participate in, a distribution of the Exchange Notes
within the meaning of the Securities Act;
(d) is not an "affiliate" of the Company or the subsidiary 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 the Company
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 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. 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
8 1/2% Senior Subordinated Notes Due 2014
of
THE JEAN COUTU GROUP (PJC) INC.
The undersigned hereby acknowledges receipt of the prospectus, dated
[ ] (the "Prospectus"), of The Jean Coutu Group (PJC) Inc. (the
"Company") and the letter of transmittal (the "Letter of Transmittal") that
together constitute the Company's offer to exchange (the "Exchange Offer")
$1,000 principal amount of its 8 1/2% Senior Subordinated Notes Due 2014 (the
"Exchange Notes"), which have been registered under the Securities Act of 1933,
as amended (the "Securities Act"), for each $1,000 principal amount of its
outstanding, unregistered 8 1/2% Senior Subordinated Notes Due 2014 issued on
July 30, 2004 (the "Outstanding Notes"), of which $850,000,000 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 8 1/2% Senior Subordinated Notes Due 2014.
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 8 1/2% Senior Subordinated Notes Due 2014.
/ / 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 within the meaning of the Securities
Act;
- the undersigned does not have an arrangement or understanding with any
person to participate in a distribution of such Exchange Notes;
- the undersigned is not an "affiliate" of the Company or the subsidiary
guarantors within the meaning of Rule 405 under the Securities Act;
- 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
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(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
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 Securities and Exchange Commission (the "SEC") set forth
in certain no-action letters;
- the undersigned 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 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 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 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; provided, that 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 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 may be 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 Instruction
is returned, the entire principal amount of Outstanding Notes held for the
undersigned's account will be tendered unless otherwise specified above.
The undersigned hereby represents and warrants that the undersigned
(i) owns the Outstanding Notes tendered, and is entitled to tender such
Outstanding Notes and (ii) has full power and authority to tender, exchange,
sell, assign and transfer the Outstanding Notes tendered hereby and to acquire
the Exchange Notes issuable upon the exchange of such tendered Outstanding
Notes, and that, when the same are accepted for exchange, the Company will
acquire good, marketable and unencumbered title to the tendered Outstanding
Notes, free and clear of all security interests, liens, restrictions, charges
and encumbrances and not subject to any adverse claim or right or restriction or
proxy of any kind.
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SIGN HERE
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Name of Beneficial Owner(s) (please print):
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Signature(s):
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Address:
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Telephone Number:
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Taxpayer Identification Number or Social Security Number:
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Date:
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