TEVECAP S.A.
OFFER FOR ALL OUTSTANDING
12 5/8% SENIOR NOTES DUE 2004 AND SUBSIDIARY GUARANTEES
IN EXCHANGE FOR REGISTERED
12 5/8% SENIOR NOTES DUE 2004 AND SUBSIDIARY GUARANTEES
THE REGISTERED EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME,
ON , 1997 (UNLESS EXTENDED) (THE "EXPIRATION DATE"). TENDERED OLD
SECURITIES (AS DEFINED BELOW) MAY BE WITHDRAWN AT ANY TIME ON OR PRIOR TO THE
EXPIRATION DATE OF THE REGISTERED EXCHANGE OFFER.
To Our Clients:
Enclosed for your consideration is a Prospectus, dated , 1997
(as the same may be amended or supplemented from time to time, the
"Prospectus"), and the related Letter of Transmittal (the "Letter of
Transmittal"), relating to the offer (the "Registered Exchange Offer") of
Tevecap S.A. (Tevecap) to exchange an aggregate principal amount of up to
$15,368,000 of its 12 5/8% Senior Notes Due 2004 and Subsidiary Guarantees (the
"Exchange Notes") together with the Subsidiary Guarantees (as defined in the
Prospectus and together with the Exchange Notes, the "Exchange Securities")
which have been registered under the Securities Act of 1933 pursuant to a
Registration Statement of which the Prospectus constitutes a part for a like
principal amount of its outstanding 12 5/8% Senior Notes due 2004 (the "Old
Notes") of which $15,368,000 aggregate principal amount is outstanding, together
with the Subsidiary Guarantees of the Old Notes (such Subsidiary Guarantees
together with the Old Notes, the "Old Securities") upon the terms and subject to
the conditions described in the Prospectus and the Letter of Transmittal. The
Exchange Securities are being offered to satisfy certain obligations of Tevecap
under the Purchase Agreement, dated as of November 21, 1996, between Tevecap,
the Guarantors (as defined in the Prospectus) and the initial purchasers of the
Old Securities (the "Initial Purchasers") and the Exchange and Registration
Rights Agreement, dated November 26, 1996, among Tevecap, the Guarantors and the
Initial Purchasers.
Holders of Old Securities who cannot deliver all required documents to the
Exchange Agent on or prior to the Expiration Date (as defined below), or who
cannot complete the procedures for book-entry transfer on a timely basis, must
follow guaranteed delivery described in the Prospectus under "The Registered
Exchange Offer--Guaranteed Delivery Procedures."
This material is being forwarded to you as the beneficial owner of the Old
Securities carried by us in your account but not registered in your name. A
TENDER OF SUCH OLD SECURITIES MAY ONLY BE MADE BY US AS THE HOLDER OF RECORD AND
PURSUANT TO YOUR INSTRUCTIONS.
Accordingly, we request instructions as to whether you wish us to tender on
your behalf the Old Securities held by us for your account, pursuant to the
terms and conditions set forth in the enclosed Prospectus and Letter of
Transmittal.
Your instructions should be forwarded to us as promptly as possible in order
to permit us to tender the Old Securities on your behalf in accordance with the
provisions of the Registered Exchange Offer. The Registered Exchange Offer will
expire at 5:00 p.m., New York City time, on , 1997, unless extended
by Tevecap. Any Old Notes tendered pursuant to the Registered Exchange Offer may
be withdrawn at any time before the Expiration Date.
Your attention is directed to the following:
1. The Registered Exchange Offer is for any and all Old Securities.
2. Any transfer taxes incident to the transfer of Old Securities from the
holder to Tevecap will be paid by Tevecap, except as otherwise provided in
Instruction 9 of the Letter of Transmittal.
3. The Registered Exchange Offer expires at 5:00 p.m., New York City time,
on , 1997 (unless extended by Tevecap).
If you wish to have us tender your Old Securities, please so instruct us by
completing, executing and returning to us the instruction form on the back of
this letter. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATIONAL
PURPOSES ONLY AND MAY NOT BE USED DIRECTLY BY YOU TO TENDER OLD SECURITIES HELD
BY US AND REGISTERED IN OUR NAME FOR YOUR ACCOUNT OR BENEFIT.
INSTRUCTIONS WITH RESPECT TO
THE REGISTERED EXCHANGE OFFER
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Registered Exchange Offer made by
Tevecap S.A. with respect to its Old Securities.
This will instruct you to tender the Old Securities held by you for the
account of the undersigned, upon and subject to the terms and conditions set
forth in the Prospectus and the related Letter of Transmittal.
Please tender the Old Securities held by you for my account as indicated
below:
AGGREGATE PRINCIPAL AMOUNT OF OLD NOTES WITH
SUBSIDIARY GUARANTEES
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12 5/8% Senior Notes
Due 2004.....................................
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/ / Please do not tender any Old
Securities held by you for my account.
Dated: , 1997
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Signature(s)
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Please print name(s) here
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Address(es)
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Area Code and Telephone Number
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Tax Identification or Social Security No(s).
None of the Old Securities held by us for your account will be tendered
unless we receive written instructions from you to do so. Unless a specific
contrary instruction is given in the space provided, your signature(s) hereon
shall constitute an instruction to us to tender all the Old Securities held by
us for your account.