Attached files
Exhibit 99.3
FORM
OF LETTER TO NOMINEE HOLDERS
WHOSE
CLIENTS ARE BENEFICIAL HOLDERS
PGT,
INC.
[●] Shares of Common
Stock
Offered
Pursuant to Rights Distributed to Record Stockholders of
PGT,
Inc.
,
2010
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 (the “Rights
Offering”) by PGT, Inc. (the “Company”) of shares of its common stock, par value
$0.01 per share (the “Common Stock”), pursuant to non-transferable subscription
rights (the “Rights”) distributed to all holders of record (“Record Holders”) of
shares of Common Stock, at the close of business on February 8 ,
2010 (the “Record Date”). The Rights are described in the
Company’s Prospectus, dated [●], 2010 (the
“Prospectus”).
In
the Rights Offering, the Company is offering an aggregate of [●] shares of its
Common Stock pursuant to the Prospectus. The Rights will expire, if
not exercised, by 5:00 p.m., Eastern Time, on March 12, 2010, unless extended in
the sole discretion of the Company (as it may be extended, the “Expiration
Date”).
As
described in the accompanying Prospectus, each Record Holder will receive one
Right for every 1.75 shares of Common Stock owned of
record as of the close of business on the Record Date, subject to adjustments to
eliminate fractional rights.
Each
whole Right will allow the holder thereof to subscribe for one share of Common
Stock (the “Basic Subscription Privilege”) at the cash price of $ 1.50 per share (the “Subscription
Price”). Fractional Rights or cash in lieu of fractional Rights will
not be issued in the Rights Offering. Fractional Rights will be
rounded down to the nearest whole
number. As an example, if you owned 1,000 shares of Common Stock as
of the Record Date, you would receive 571 Rights
pursuant to your Basic Subscription Privilege, and you would have the right to
purchase 571 shares of Common Stock in the
Rights Offering pursuant to your Basic Subscription Privilege.
Each
Right also carries with it the ability for the holder thereof to subscribe (the
“Over-Subscription Privilege”), at the Subscription Price, for additional shares
of Common Stock up to the number of shares for which such holder subscribed
under his Basic Subscription Privilege on a pro rata basis if any shares
are not purchased by other Record Holders under their Basic Subscription
Privileges as of 5:00 p.m., Eastern Time, on the Expiration Date (the “Excess
Shares”). Each Record Holder may only exercise his Rights under the
Over-Subscription Privilege if he exercised his Rights under the Basic
Subscription Privilege in full and other Record Holders do not exercise their
Basic Subscription Privileges in full. If there is not a sufficient
number of Excess Shares to satisfy all requests for subscriptions made under the
Over-Subscription Privilege, the Company will allocate the remaining Excess
Shares pro rata, after
eliminating all fractional shares, among those Rights holders who exercised
their Over-Subscription Privileges. “Pro rata” means in proportion to
the number of shares of Common Stock that each Rights holder who has exercised
its Basic Subscription Privilege on its Common Stock
Holdings
has requested to purchase pursuant to the Over-Subscription
Privilege. For the purposes of determining their eligibility for the
Over-Subscription Privilege, holders will be deemed to have exercised their
Basic Subscription Privilege in full if they subscribe for the maximum number of
whole Underlying Shares available under their Basic Subscription
Privilege. See “The Rights Offering—Subscription Privileges” in the
Prospectus.
The
Rights are evidenced by a Rights certificate (a “Subscription Rights
Certificate”) 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 one Right for every
1.75 shares of Common Stock owned by such beneficial
owner as of the Record Date. Rights may not be sold, transferred or
assigned; provided, however, that Rights
are transferable by operation of law (for example, the transfer of Rights to the
estate of a recipient upon the recipient’s death).
We
are asking persons who hold shares of Common Stock beneficially and who have
received the Rights distributable with respect to those shares through a broker,
dealer, commercial bank, trust company or other nominee, as well as persons who
hold certificates of Common Stock directly and prefer to have such institutions
effect transactions relating to the Rights on their behalf, to contact the
appropriate institution or nominee and request it to effect the transactions for
them. In addition, we are asking beneficial owners who wish to obtain
a separate Subscription Rights Certificate to contact the appropriate nominee as
soon as possible and request that a separate Subscription Rights Certificate be
issued.
Please
take prompt action to notify any beneficial owners of Common Stock as to the
Rights Offering and the procedures and deadlines that must be followed to
exercise their Rights. If you exercise the Over-Subscription
Privilege on behalf of beneficial owners of Rights, you will be required to
certify to the Subscription Agent and the Company, in connection with the
exercise of the Over-Subscription Privilege, as to the aggregate number of
Rights that have been exercised pursuant to the Basic Subscription Privilege,
whether the Basic Subscription Privilege of each beneficial owner of Rights on
whose behalf you are acting has been exercised in full and the number of shares
of Common Stock being subscribed for pursuant to the Over-Subscription Privilege
by each beneficial owner of 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 and the
Information Agent, incurred in connection with the exercise of the Rights will
be for the account of the holder of the Rights, and none of such commissions,
fees or expenses will be paid by the Company, the Subscription Agent, or the
Information Agent. Enclosed are copies of the following
documents:
1. Prospectus;
2. Instruction
for Use of PGT, Inc. 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. Nominee
Holder Certification; and
5. A
return envelope addressed to American Stock Transfer &
Trust Company, LLC , the Subscription Agent.
Your
prompt action is requested. To exercise Rights, you should deliver
the properly completed and signed Subscription Rights Certificate, with payment
of the Subscription Price in full for each share of Common Stock subscribed for,
to the Subscription Agent, as indicated in the Prospectus. The
Subscription Agent must receive the Subscription Rights Certificate with payment
of the Subscription
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Price on or prior to 5:00 p.m., Eastern Time, on the
Expiration Date. All
payments must be made in U.S. dollars for the full number of Underlying Shares
being subscribed for by cashier’s or certified check drawn upon a United States
bank payable to American
Stock Transfer & Trust Company, LLC ,
as Subscription Agent, or by wire transfer of immediately available funds, to
the subscription account maintained by the Subscription Agent at J.P.
Morgan Chase Bank, ABA No. 021-000-021, Account No.
323-213251 ,
Ref: PGT, Inc. Failure
to return the properly completed Subscription Rights Certificate with the
correct payment will result in your not being able to exercise the Rights held
in your name on behalf of yourself or other beneficial
owners. A Rights holder cannot revoke the exercise of his
Rights. Rights not exercised prior to the Expiration Date will expire
without value.
Additional
copies of the enclosed materials may be obtained from the Information Agent,
Innisfree M&A Incorporated . The
Information Agent's toll-free telephone number is (888)
750-5834 . Banks and brokers please call collect at (212) 750-5833 .
Very
truly yours,
PGT,
INC.
NOTHING
IN THE PROSPECTUS OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
PERSON AS AN AGENT OF PGT, INC., THE SUBSCRIPTION AGENT, THE INFORMATION AGENT,
OR ANY OTHER PERSON MAKING OR DEEMED TO BE MAKING OFFERS OF THE SECURITIES
ISSUABLE UPON VALID EXERCISE OF THE 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 EXPRESSLY MADE IN THE PROSPECTUS.
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