EXHIBIT 99.4
CD&L, INC.
SHARES OF COMMON STOCK
OFFERED PURSUANT TO RIGHTS
DISTRIBUTED TO HOLDERS OF RECORD OF COMMON STOCK OF CD&L, INC.
, 2004
To Securities Dealers, Commercial Banks, Trust Companies and Other Nominees:
This letter is being distributed to securities dealers, commercial
banks, trust companies and other nominees in connection with the rights offering
by CD&L, Inc., or CD&L, of subscription rights distributed to all holders of
record of shares of CD&L's common stock, par value $.001 per share, options to
purchase common stock (the "options") and certain convertible notes (the
"notes") at the close of business on , 2004, the record date, to
subscribe for and purchase shares of its common stock. The subscription rights
are described in CD&L's prospectus dated , 2004, which accompanies
this letter.
In the rights offering, CD&L is offering an aggregate of 2,502,094
shares of common stock, as described in the prospectus.
The subscription rights will expire, if not exercised, at 5:00 p.m.,
New York City time, on , 2004, unless extended by CD&L in its sole
discretion. This time, as it may be extended, is referred to as the "expiration
time." CD&L may, in its sole discretion, terminate the rights offering at any
time before the expiration time.
As described in the prospectus, holders of record of our common stock
on the record date will receive .25 subscription rights for each share of common
stock that they owned of record or were entitled to receive upon exercise of the
options and conversion of the notes at the close of business on the record date.
Each whole subscription right distributed with respect to shares of our common
stock that you or your nominee held of record on the record date for the
beneficial owners thereof will entitle the beneficial owners to purchase one
share of common stock at the subscription price of $1.016 per share, or
effectively 25 shares of common stock for every 100 shares of common stock that
you or your nominee held of record or were entitled to receive upon exercise of
the options and conversion of the notes at the close of business on the record
date.. This is the "basic subscription privilege."
Each holder or beneficial owner of subscription rights who exercises
his basic subscription privilege in full may also subscribe at the same
subscription price for additional shares of common stock that other stockholders
have not purchased under their basic subscription privilege, up to a maximum of
one times such holder or owner's basic subscription privilege. This is the
"oversubscription privilege." For example, if the basic subscription privilege
entitled you to purchase 100 shares of common stock, you could subscribe for up
to 100 additional shares of common stock under the oversubscription privilege.
If there are not enough shares available to fill all such subscriptions for
additional shares, the available shares will be allocated pro rata based on the
number of shares each subscriber for additional shares has elected to purchase
under the oversubscription privilege. CD&L will not allocate to a subscriber
more than the number of shares that the subscriber has actually subscribed and
paid for, and no subscriber will be entitled to purchase under his
oversubscription privilege more than one times his basic subscription privilege.
An election to exercise the oversubscription privilege may only be made at the
time the corresponding basic subscription privilege is exercised in full.
The subscription rights are evidenced by non-transferable rights
certificates registered in your name or the name of your nominee. Each
beneficial owner of shares of common stock registered in your name or the name
of your nominee is entitled to .25 subscription rights for each share of common
stock owned by such beneficial owner or issuable to such beneficial owner upon
exercise of the options and conversion of the notes at the close of business on
the record date.
Enclosed are copies of the following documents:
1. Prospectus;
2. Instructions as to Use of Subscription Rights Certificates;
3. A form of letter that may be sent to your clients for whose
accounts you hold shares of Common Stock registered in your
name or the name of your nominee, with an attached form of
instruction;
4. Beneficial Owner Election Form
5. Notice of Guaranteed Delivery for Rights Certificates;
6. Nominee Holder Certification;
7. Guidelines for Request for Taxpayer Identification Number and
Certification on Substitute Form W-9; and
8. A return envelope addressed to American Stock Transfer & Trust
Company, the subscription agent.
We are asking you to contact those of your clients for whose accounts
you hold shares of common stock registered in your name or the name of your
nominee to obtain their instructions with respect to the subscription rights.
If you exercise the oversubscription privilege on behalf of beneficial
owners of subscription rights, you will be required to certify to the
subscription agent and CD&L as to the aggregate number of subscription rights
that have been exercised pursuant to the basic subscription privilege, whether
the basic subscription privilege of each beneficial owner of subscription rights
on whose behalf you are acting has been exercised in full, and the number of
shares of common stock being subscribed for under the oversubscription privilege
by each beneficial owner of subscription rights on whose behalf you are acting.
All commissions, fees and other expenses (including brokerage
commissions and transfer taxes), other than fees and expenses of the
subscription agent, incurred in connection with the exercise of the subscription
rights will be for the account of the holder of the subscription rights, and
none of such commissions, fees or expenses will be paid by CD&L or the
subscription agent.
Your prompt action is requested. To exercise subscription rights, you
should deliver the properly completed and signed Subscription Rights Certificate
(or the Notice of Guaranteed Delivery if you are following the guaranteed
delivery procedures), with payment of the subscription price in full for each
share of common stock subscribed for under the basic subscription privilege and
oversubscription privilege, to the subscription agent, as indicated in the
prospectus. The subscription agent must receive the Subscription Rights
Certificate or Notice of Guaranteed Delivery with payment of the subscription
price in full prior to the expiration time.
A HOLDER OF SUBSCRIPTION RIGHTS CANNOT REVOKE AN EXERCISE OF
SUBSCRIPTION RIGHTS AFTER IT HAS SENT IN ITS SUBSCRIPTION FORMS AND PAYMENT.
SUBSCRIPTION RIGHTS NOT EXERCISED PRIOR TO THE EXPIRATION TIME WILL EXPIRE.
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Additional copies of the enclosed materials may be obtained from:
Russell J. Reardon
Vice President and Chief Financial Officer
CD&L, Inc.
80 Wesley Street
South Hackensack, New Jersey 07606
Phone: 201-487-7740
Very truly yours,
CD&L, INC.
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NOTHING IN THIS LETTER OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE
YOU OR ANY PERSON AS AN AGENT OF CD&L, THE SUBSCRIPTION AGENT OR ANY OTHER
PERSON MAKING OR DEEMED TO BE MAKING OFFERS OF THE SECURITIES ISSUABLE UPON
VALID EXERCISE OF THE SUBSCRIPTION RIGHTS, OR AUTHORIZE YOU OR ANY OTHER PERSON
TO MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE OFFERING
EXCEPT FOR STATEMENTS MADE IN THE PROSPECTUS.
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