EXHIBIT 99.3
KRONOS INTERNATIONAL, INC.
Offer to Exchange
All Outstanding 8 7/8% Senior Secured Notes due 2009
Issued on November 26, 2004
For 8 7/8% Senior Secured Notes due 2009
To Our Clients:
Enclosed for your consideration is a Prospectus, dated _____________, 2005,
(the "Prospectus"), and the related Letter of Transmittal (the "Letter of
Transmittal"), relating to the offer (the "Exchange Offer") of Kronos
International, Inc. (the "Company") to exchange its 8 7/8% Senior Secured Notes
due 2009 (the "New Notes"), which have been registered under the Securities Act
of 1933, as amended, for all of its outstanding unregistered 8?% Senior Secured
Notes due 2009 issued on November 26, 2004 (the "Old Notes"), upon the terms and
subject to the conditions described in the Prospectus and the Letter of
Transmittal. The Exchange Offer is being made in order to satisfy certain
obligations of the Company contained in the Registration Rights Agreement, dated
November 26, 2004, between the Company and the initial purchaser named therein,
relating to the Old Notes.
This material is being forwarded to you as the beneficial owner of the Old
Notes held by us for your account but not registered in your name. A tender of
such Old Notes 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 Notes held by us for your account, pursuant to the terms and
conditions set forth in the enclosed Prospectus and Letter of Transmittal. We
urge you to read the Prospectus carefully before instructing us as to whether or
not to tender your Old Notes.
Your instructions should be forwarded to us as promptly as possible in
order to permit us to tender the Old 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 _____________, 2005, unless extended by the Company (the
"Expiration Date"). Any Old Notes tendered pursuant to the Exchange Offer may be
withdrawn at any time before the Expiration Date.
Your attention is directed to the following:
1. The Exchange Offer is for any and all Old Notes.
2. The Exchange Offer is subject to certain conditions set forth in the
Prospectus in the section captioned "The Exchange Offer -- Conditions
to the Exchange Offer."
3. Subject to the terms and conditions in the Prospectus and the Letter
of Transmittal, any transfer taxes incident to the transfer of Old
Notes from the Holder to the Company will be paid by the Company.
4. The Exchange Offer expires at 5:00 p.m., New York City time, on
_____________, 2005, with respect to the Old Notes, unless extended by
the Company.
If you wish to have us tender your Old Notes, please 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 information only
and may not be used directly by you to tender Old Notes.
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 Old Notes on your account.
INSTRUCTIONS WITH RESPECT TO THE EXCHANGE OFFER
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Exchange Offer made by Kronos
International, Inc. with respect to its Old Notes.
This will instruct you to tender the Old 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 related Letter of Transmittal.
The undersigned expressly agrees to be bound by the enclosed Letter of
Transmittal and that such Letter of Transmittal may be enforced against the
undersigned.
Please tender the Old Notes held by you for my account as indicated below:
Aggregate Principal Amount of Old Notes Tendered
8 7/8% Senior Secured Notes due 2009 ___________
Please do not tender any Old Notes
held by you for my account.
Dated: ______________________________, 2005 ______________________________
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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 Notes 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 Notes held by us for your
account.