EXHIBIT 99.2
KRONOS INTERNATIONAL, INC.
Offer to Exchange
All Outstanding 8 7/8% Senior Secured Notes due 2009
Issued November 26, 2004
For 8 7/8% Senior Secured Notes due 2009
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
Kronos International, Inc. (the "Company") is offering, upon and subject to
the terms and conditions set forth in the Prospectus, dated _____________, 2005
(the "Prospectus"), and the enclosed Letter of Transmittal (the "Letter of
Transmittal"), to exchange (the "Exchange Offer") 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"). 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.
We are requesting that you contact your clients for whom you hold Old Notes
regarding the Exchange Offer. For your information and for forwarding to your
clients for whom you hold Old Notes registered in your name or in the name of
your nominee, or who hold Old Notes registered in their own names, we are
enclosing the following documents:
1. The Prospectus;
2. The Letter of Transmittal for your use and for the information of your
clients;
3. A form of letter which may be sent to your clients for whose accounts
you hold Old Notes registered in your name or the name of your
nominee, with space provided for obtaining such clients' instructions
with respect to the Exchange Offer;
4. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
5. A return envelope addressed to The Bank of New York, the Exchange
Agent for the Old Notes.
Your prompt action is required. The Exchange Offer will expire at 5:00
p.m., New York City time, on _____________, 2005, unless extended by the Company
(the "Expiration Date"). Old Notes tendered pursuant to the Exchange Offer may
be withdrawn at any time before the Expiration Date.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 Old Notes, or a timely confirmation of a book-entry transfer of such Old
Notes, should be delivered to the Exchange Agent, all in accordance with the
instructions set forth in the Letter of Transmittal and the Prospectus.
The Company 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 Old Notes held by them as nominee or in a fiduciary
capacity. The Company will not make any payments to brokers, dealers or others
soliciting acceptances of the Exchange Offer. The Company will pay or cause to
be paid all transfer taxes applicable to the exchange of Old Notes pursuant to
the Exchange Offer, except as set forth in Instruction 6 of the Letter of
Transmittal.
Any inquiries you may have with respect to the Exchange Offer, or requests
for additional copies of the enclosed materials, should be directed to The Bank
of New York, the Exchange Agent, at its address and telephone number set forth
on the front of the Letter of Transmittal.
Very truly yours,
KRONOS INTERNATIONAL, INC.
Nothing herein or in the enclosed documents shall constitute you or any
person as an agent of the Company 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.