EXHIBIT 99.3
CHEROKEE INTERNATIONAL, LLC
CHEROKEE INTERNATIONAL FINANCE, INC.
OFFER FOR ALL OUTSTANDING
10 1/2% SERIES A SENIOR SUBORDINATED NOTES DUE 2009
IN EXCHANGE FOR
10 1/2% SERIES B SENIOR SUBORDINATED NOTES DUE 2009,
WHICH HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933,
AS AMENDED
TO: BROKERS, DEALERS, COMMERCIAL BANKS,
TRUST COMPANIES AND OTHER NOMINEES:
Cherokee International, LLC and Cherokee International Finance, Inc.
(collectively, the "Issuers") are offering, upon and subject to the terms and
conditions set forth in the prospectus dated , 1999 (the "Prospectus"),
and the enclosed letter of transmittal (the "Letter of Transmittal"), to
exchange (the "Exchange Offer") their 10 1/2% Series B Senior Subordinated Notes
due 2009, which have been registered under the Securities Act of 1933, as
amended, for their outstanding 10 1/2% Series A Senior Subordinated Notes due
2009 (the "Outstanding Notes"). The Exchange Offer is being made in order to
satisfy certain obligations of the Issuers contained in a Registration Rights
Agreement in respect of the Outstanding Notes, dated April 30, 1999, by and
among the Issuers and the initial purchaser referred to therein.
We are requesting that you contact your clients for whom you hold
Outstanding Notes regarding the Exchange Offer. For your information and for
forwarding to your clients for whom you hold Outstanding Notes registered in
your name or in the name of your nominee, or who hold Outstanding Notes
registered in their own names, we are enclosing the following documents:
1. Prospectus dated , 1999;
2. The Letter of Transmittal for your use and for the information of your
clients;
3. A Notice of Guaranteed Delivery to be used to accept the Exchange Offer
if certificates for Outstanding Notes are not immediately available or time will
not permit all required documents to reach the Exchange Agent prior to the
Expiration Date (as defined below) or if the procedure for book-entry transfer
cannot be completed on a timely basis;
4. A form of letter which may be sent to your clients for whose account you
hold Outstanding Notes registered in your name or the name of your nominee, with
space provided for obtaining such clients' instructions with regard to the
Exchange Offer;
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
6. Return envelopes addressed to Firstar Bank of Minnesota, N.A., the
Exchange Agent for the Exchange Offer.
YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON , 1999, UNLESS EXTENDED BY THE ISSUERS (THE
"EXPIRATION DATE"). OUTSTANDING NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER
MAY BE WITHDRAWN AT ANY TIME BEFORE 5:00 P.M. ON THE EXPIRATION DATE.
To participate in the Exchange Offer, a duly executed and properly completed
Letter of Transmittal (or facsimile thereof or Agent's Message in lieu thereof),
with any required signature guarantees and any other required documents, should
be sent to the Exchange Agent and certificates representing the Outstanding
Notes, or a timely confirmation of a book-entry transfer of such Outstanding
Notes, should be
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delivered to the Exchange Agent, all in accordance with the instructions set
forth in the Letter of Transmittal and the Prospectus.
If a registered holder of Outstanding Notes desires to tender, but such
Outstanding Notes are not immediately available, or time will not permit such
holder's Outstanding Notes or other required documents to reach the Exchange
Agent before the Expiration Date, or the procedure for book-entry transfer
cannot be completed on a timely basis, a tender may be effected by following the
guaranteed delivery procedures described in the Prospectus in the section "The
Exchange Offer" under the heading "Guaranteed Delivery Procedures."
The Issuers will, upon request, reimburse brokers, dealers, commercial banks
and trust companies for reasonable and necessary costs and expenses incurred by
them in forwarding the Prospectus and the related documents to the beneficial
owners of Outstanding Notes held by them as nominee or in a fiduciary capacity.
The Issuers will not make any payments to brokers, dealers, or others soliciting
acceptances of the Exchange Offer. The holders will not be obligated to pay or
cause to be paid all stock transfer taxes applicable to the exchange of
Outstanding Notes pursuant to the Exchange Offer.
Any inquiries you may have with respect to the Exchange Offer, or requests
for additional copies of the enclosed materials, should be directed to Firstar
Bank of Minnesota, N.A., the Exchange Agent for the Exchange Offer, at its
address and telephone number set forth on the front of the Letter of
Transmittal.
Very truly yours,
Cherokee International, LLC
Cherokee International Finance, Inc.
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
PERSON AS AN AGENT OF THE ISSUERS OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF
THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN
THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.
Enclosures
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