Exhibit 99.3
OFFER TO EXCHANGE
NEW 10 1/8% SENIOR SUBORDINATED NOTES 2009
FOR ANY AND ALL OF THE
OUTSTANDING 10 1/8% SENIOR SUBORDINATED NOTES DUE 2009
OF
CONSOLIDATED CONTAINER COMPANY LLC
CONSOLIDATED CONTAINER CAPITAL, INC.
, 1999
TO OUR CLIENTS:
Enclosed for your consideration is a Prospectus, dated , 1999 (as the same
may be amended or supplemented from time to time, the "Prospectus"), and a
Letter of Transmittal (the "Letter of Transmittal"), relating to the offer (the
"Exchange Offer") by Consolidated Container Company LLC (the "Company"),
Consolidated Container Capital, Inc. ("Capital" and, together with the Company,
the "Issuers") to exchange $1,000 in principal amount of the Issuers' 10 c%
Senior Subordinated Notes due 2009 (the "Exchange Notes"), which have been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
for each $1,000 in principal amount of outstanding 10 c% Senior Subordinated
Notes due 2009 (the "Outstanding Notes"), which were issued and sold pursuant to
Rule 144A under the Securities Act, upon the terms and subject to the conditions
set forth in the Prospectus and Letter of Transmittal. The terms of the Exchange
Notes are identical in all material respects (including principal amount,
interest rate and maturity) to the terms of the Outstanding Notes for which they
may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes
are freely transferable by holders thereof (except as provided herein or in the
Prospectus) and are not subject to any covenant regarding registration under the
Securities Act. The Outstanding Notes are unconditionally guaranteed (the "Old
Guarantees") by Reid Plastics Group LLC ("Reid"), Plastic Containers LLC
("Plastic Containers"), Continental Plastic Containers LLC ("Continental") and
Continental Caribbean Containers, Inc. ("Caribbean" and, together with Reid,
Plastic Containers and Continental, the "Guarantors") on a senior subordinated
basis, and the Exchange Notes will be unconditionally guaranteed (the "New
Guarantees") by the Guarantors on a senior subordinated basis. Upon the terms
and subject to the conditions set forth in the Prospectus and the Letter of
Transmittal, the Guarantors are offering to issue the New Guarantees with
respect to all Exchange Notes issued in the Exchange Offer in exchange for the
outstanding Old Guarantees of the Outstanding Notes for which such Exchange
Notes are issued in exchange. Throughout this letter, unless the context
otherwise requires and whether so expressed or not, references to the "Exchange
Offer" include the Guarantor's offer to exchange the New Guarantees for the Old
Guarantees, references to the "Exchange Notes" include the related New
Guarantees and references to the "Outstanding Notes" include the related Old
Guarantees. The Issuers will accept for exchange any and all Outstanding Notes
properly tendered according to the terms of the Prospectus and the Letter of
Transmittal. Consummation of the Exchange Offer is subject to certain conditions
that are set forth in the Prospectus.
This material is being forwarded 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 such Outstanding Notes may only be made by us as the
registered holder and pursuant to your instructions. Therefore, the
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Issuers urge beneficial owners of Outstanding Notes registered in the name of a
broker, dealer, commercial bank, trust company or other nominee to contact such
registered holder promptly if you wish to tender Outstanding Notes in the
Exchange Offer.
Accordingly, we request instructions as to whether you wish to tender any
or all such Outstanding Notes held by us for your account, pursuant to the terms
and conditions set forth in the enclosed Prospectus and Letter of Transmittal.
However, we urge you to read the Prospectus carefully before instructing us as
to whether or not to tender your Outstanding Notes.
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. The Exchange Offer will expire at 5:00
P.M., New York City Time, on , 1999, unless the Exchange Offer is extended by
the Issuers. The time the Exchange Offer expires is referred to as the
"Expiration Date." Tenders of Outstanding Notes may be withdrawn at any time
prior to the Expiration Date.
IF YOU WISH TO HAVE US TENDER ANY OR ALL OF YOUR OUTSTANDING NOTES, PLEASE
SO INSTRUCT US BY COMPLETING, EXECUTING AND RETURNING TO US THE INSTRUCTION FORM
ON THE REVERSE HEREOF. The accompanying Letter of Transmittal is furnished to
you for your information only and may not be used by you to tender Outstanding
Notes held by us and registered in our name for your account or benefit.
If we do not receive written instructions in accordance with the
procedures presented in the Prospectus and the Letter of Transmittal, we will
not tender any of the Outstanding Notes on your account.
PLEASE CAREFULLY REVIEW THE ENCLOSED MATERIAL AS YOU CONSIDER THE EXCHANGE
OFFER.
INSTRUCTION TO REGISTERED HOLDER AND/OR DTC PARTICIPANT
FROM BENEFICIAL OWNER
OF
10 1/8% SENIOR SUBORDINATED NOTES DUE 2009
The undersigned hereby acknowledges receipt of the Prospectus
dated , 1999 (as the same may be amended or supplemented from time to time, the
"Prospectus"), and a Letter of Transmittal (the "Letter of Transmittal"),
relating to the offer (the "Exchange Offer") by Consolidated Container Company
LLC (the "Company"), Consolidated Container Capital, Inc. ("Capital" and,
together with the Company, the "Issuers") and Reid Plastics Group LLC ("Reid"),
Plastic Containers LLC ("Plastic Containers"), Continental Plastic Containers
LLC ("Continental") and Continental Caribbean Containers, Inc. ("Caribbean" and,
together with Reid Plastic Containers and Continental, the "Guarantors"), to
exchange $1,000 in principal amount of the Issuer's 10 1/8% Senior Subordinated
Notes due 2009 guaranteed by the Guarantors (the "Exchange Notes") for each
$1,000 in principal amount of outstanding 10 1/8% Senior Subordinated Notes due
2009 guaranteed by the Guarantors (the "Outstanding Notes") upon the terms and
subject to the conditions set forth in the Prospectus and Letter of Transmittal.
Capitalized terms used but not defined herein have the meanings ascribed to them
in the Prospectus.
This will instruct you, the registered holder, 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.
o The aggregate face amount of the Outstanding Notes held by you for
the account of the undersigned is (FILL IN AMOUNT): $_______________
of the Outstanding Notes.
o With respect to the Exchange Offer, the undersigned hereby instructs
you (CHECK APPROPRIATE BOX):
|_| 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
the Outstanding Notes.
|_| NOT to TENDER any Outstanding Notes held by you for the
account of the undersigned.
If the undersigned instructs you to tender the Outstanding 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 of the Outstanding Notes,
including but not limited to the representations that:
(i) the undersigned is acquiring the Exchange Notes in the
ordinary course of business of the undersigned;
(ii) the undersigned is not participating, does not intend to
participate, and has no arrangement of understanding with any person
to participate, in the distribution of Exchange Notes;
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(iii) the undersigned acknowledges that any person
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 of 1933, as amended (the
"Securities Act"), in connection with any resale transaction of the
Exchange Notes acquired by such person and cannot rely on the
position of the staff of the Division of Corporation Finance
Securities and Exchange Commission set forth in certain no-action
letters (see the section of the Prospectus entitled "The Exchange
Offer -- Resale of Exchange Notes");
(iv) the undersigned understands that a secondary resale
transaction described in clause (iii) above should be covered by an
effective registration statement containing the selling security
holder information required by Item 507 of Regulation S-K of the
Securities and Exchange Commission;
(v) the undersigned is not an "affiliate," as defined in Rule
405 under the Securities Act, of the Issuers;
(vi) if the undersigned is not a broker-dealer, that it is not
participating in, does not intend to participate in, and has no
arrangement or understanding with any person to participate in, the
distribution of Exchange Notes; and
(vii) 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 activities 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 received in
respect of such Outstanding Notes pursuant to the Exchange Offer,
however, by so acknowledging and by delivering a prospectus, the
undersigned 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 Outstanding Notes.
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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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