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PHILIPP BROTHERS CHEMICALS, INC.
Offer for all Outstanding
9 7/8% Senior Subordinated Notes due 2008
in Exchange for
9 7/8% Senior Subordinated Notes due 2008,
which Have Been Registered Under
the Securities Act of 1933, As Amended
To: Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Philipp Brothers Chemicals, Inc. (the "Company") is offering,
upon and subject to the terms and conditions set forth in the Prospectus, dated
__________, 1998 (the "Prospectus"), and the enclosed Letter of Transmittal
(the "Letter of Transmittal"), to exchange (the "Exchange Offer") its 9 7/8%
Senior Subordinated Notes due 2008, which have been registered under the
Securities Act of 1933, as amended, for its outstanding 9 7/8% Senior
Subordinated Notes due 2008 (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 June 11, 1998, by and among the Company and
the subsidiary guarantors referred to therein and the Initial Purchaser
referred to therein.
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. Prospectus dated __________, 1998;
2. The Letter of Transmittal for your use and for the
information of your clients;
3. A Notice of Guaranteed Delivery to be used to accept the
Exchange Offer if certificates for Old Notes are not immediately available or
time will not permit all required documents to reach the Exchange Agent prior
to the Expiration Date (as defined below) or if the procedure for book-entry
transfer cannot be completed on a timely basis;
4. A form of letter which may be sent to your clients for
whose account you hold Old Notes registered in your name or the name of your
nominee, with space provided for obtaining such clients' instructions with
regard to the Exchange Offer;
5. Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9; and
6. Return envelopes addressed to The Chase Manhattan Bank,
the Exchange Agent for the Exchange Offer.
Your prompt action is requested. The Exchange Offer will
expire at 5:00 p.m., New York City time, on __________, 1998, 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), with any
required signature guarantees and
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any other required documents, should be sent to the Exchange Agent and
certificates representing the 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.
If a registered holder of Old Notes desires to tender, but
such Old Notes are not immediately available, or time will not permit such
holder's Old Notes or other required documents to reach the Exchange Agent
before the Expiration Date, or the procedure for book-entry transfer cannot be
completed on a timely basis, a tender may be effected by following the
guaranteed delivery procedures described in the Prospectus under "The Exchange
Offer -- Guaranteed Delivery Procedures."
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 pay or cause to be paid all stock 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 Chase Manhattan Bank, the Exchange Agent for the Exchange
Offer, at its address and telephone number set forth on the front of the Letter
of Transmittal.
Very truly yours,
PHILIPP BROTHERS CHEMICALS, 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.
Enclosures
