Attached files
Exhibit
99.4
FORM
OF LETTER TO CLIENTS OF NOMINEE HOLDERS
PGT,
INC.
[●]
Shares of Common Stock
Offered
Pursuant to Rights Distributed to Record Stockholders of
PGT,
Inc.
,
2010
To
Our Clients:
Enclosed
for your consideration are the Prospectus, dated [●], 2010 (the “Prospectus”),
and the Instructions for Use of PGT, Inc. Subscription Rights Certificates
relating to the 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 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.
In
the Rights Offering, the Company is offering an aggregate of [●] shares of its
Common Stock (the “Underlying Shares”) 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, you will receive one Right for
every 1.75
shares of Common Stock carried by us in your account as of 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.
In
addition, each holder of Rights who exercises his Basic Subscription Privilege
in full will be eligible to subscribe (the “Over-Subscription Privilege”), at
the same Subscription Price of $ 1.50 per share, 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 holders of subscription rights under their Basic
Subscription Privileges as of 5:00 p.m., Eastern Time, on the Expiration Date
(the “Excess Shares”). “Pro rata” means in proportion to the number
of shares of Common Stock that all holders of Rights who have fully exercised
their Basic Subscription Privileges on their Common Stock holdings have
requested to purchase pursuant to the Over-Subscription
Privilege. Each holder of Rights may exercise his Over-Subscription
Privilege only if he exercised his Rights under the Basic Subscription Privilege
in full and other holders of Rights do not exercise their Rights under the Basic
Subscription Privilege 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. For the purposes of determining
their eligibility for the Over-Subscription Privilege, holders will be deemed to
have exercised their Rights under the 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 Rights
certificates (the “Subscription Rights Certificates”). Rights may not
be sold, transferred or assigned; provided, however, that Rights
are transferable by operation of law (for example, a transfer of Rights to the
estate of a recipient upon the recipient’s death).
THE
MATERIALS ENCLOSED ARE BEING FORWARDED TO YOU AS THE BENEFICIAL OWNER OF COMMON
STOCK CARRIED BY US IN YOUR ACCOUNT BUT NOT REGISTERED IN YOUR
NAME. EXERCISES OF RIGHTS MAY BE MADE ONLY BY US AS THE RECORD OWNER
AND PURSUANT TO YOUR INSTRUCTIONS. Accordingly, we request
instructions as to whether you wish us to elect to subscribe for any shares of
Common Stock to which you are entitled pursuant to the terms and subject to the
conditions set forth in the enclosed Prospectus. However, we urge you to read
the Prospectus and other enclosed materials carefully before instructing us to
exercise your Rights.
Your
instructions to us should be forwarded as promptly as possible in order to
permit us to exercise Rights on your behalf in accordance with the provisions of
the Rights Offering. The Rights Offering will expire at 5:00 p.m.,
Eastern Time, on the Expiration Date. Once you have exercised your
Rights under the Basic Subscription Privilege and the Over-Subscription
Privilege, such exercise may not be revoked.
If
you wish to have us, on your behalf, exercise the Rights for any shares of
Common Stock to which you are entitled, please so instruct us by timely
completing, executing and returning to us the instruction form attached to this
letter.
With respect to any instructions to
exercise (or not to exercise) Rights, the enclosed Beneficial Ownership Election
must be completed and returned such that it will be actually received by us by
5:00 p.m., Eastern Time, on March 11 , 2010, the last business day prior
to the scheduled expiration date of the Rights Offering of March
12 , 2010 (which
may be extended by the Company in its sole discretion).
ANY
QUESTIONS OR REQUESTS FOR ASSISTANCE CONCERNING THE RIGHTS OFFERING SHOULD BE
DIRECTED TO INNISFREE M&A
INCORPORATED , THE INFORMATION AGENT, AT THE FOLLOWING TOLL-FREE
TELEPHONE NUMBER: (888)
750-5834 . BANKS AND BROKERS PLEASE CALL COLLECT AT
(212)
750-5833 .
2
FORM
OF BENEFICIAL OWNER ELECTION
The
undersigned acknowledge(s) receipt of your letter and the enclosed materials
referred to therein relating to the offering of shares of Common Stock of PGT,
Inc. (the “Company”).
With respect to any instructions to
exercise (or not to exercise) Rights, the undersigned acknowledges that this
form must be completed and returned such that it will actually be received by
you by 5:00 p.m., Eastern Time, on March 11 , 2010, the last business day prior
to the scheduled expiration date of the Rights Offering of March 12 , 2010 (which may be extended by the
Company in its sole discretion).
This
will instruct you whether to exercise Rights to purchase shares of the Company’s
Common Stock distributed with respect to the shares of the Company’s Common
Stock held by you for the account of the undersigned, pursuant to the terms and
subject to the conditions set forth in the Prospectus and the related
“Instructions for Use of PGT, Inc. Subscription Rights
Certificates.”
Box
1. o Please DO
NOT EXERCISE RIGHTS for shares of Common Stock.
Box
2. o Please
EXERCISE RIGHTS for shares of Common Stock as set forth below.
The
number of Rights for which the undersigned gives instructions for exercise under
the Basic Subscription Privilege should not exceed the number of Rights that the
undersigned is entitled to exercise.
|
Number
of
Shares
|
Per
Share
Subscription
Price
|
Payment
|
|||
|
Basic
Subscription Privilege:
|
x
|
$ 1.50 =
|
$ (Line
1)
|
||
|
Over-Subscription
Privilege:
|
x
|
$ 1.50 =
|
$ (Line
2)
|
||
|
Total
Payment Required
|
$ (Sum
of
|
||||
|
Lines
1 and 2 must equal total of amounts in Boxes 3 and
4.)
|
Box
3. o Payment in
the following amount is enclosed $__________________.
Box
4. o Please
deduct payment from the following account maintained by you as
follows:
|
Type
of Account
|
Account
No.
|
||
|
Amount
to be deducted:
|
$ |
|
|
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Signature(s)
|
|||
|
Please
type or print name(s) below:
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|||
Date:
__________, 2010
3