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EXHIBIT 99.4
KNOWLES ELECTRONICS HOLDINGS, INC.
OFFER TO EXCHANGE ITS
13 1/8% SENIOR SUBORDINATED NOTES DUE 2009,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
FOR ANY AND ALL OUTSTANDING
13 1/8% SENIOR SUBORDINATED NOTES DUE 2009
TO OUR CLIENTS:
Enclosed for your consideration is a Prospectus of Knowles Electronics
Holdings, Inc., a Delaware corporation (the "Issuer"), dated [ ], 2000 (the
"Prospectus"), and the enclosed Letter of Transmittal (the "Letter of
Transmittal") relating to the offer to exchange (the "Exchange Offer")
registered 13 1/8% Senior Subordinated Notes due 2009 (the "New Notes") for any
and all outstanding 13 1/8% Senior Subordinated Notes due 2009 (the "Old Notes")
(CUSIP No. [ ] for Old Notes offered and sold in reliance on Rule 144A
under the Securities Act of 1933, as amended (the "Securities Act") and CUSIP
No. [ ] for Old Notes offered and sold pursuant to Regulation S under the
Securities Act), upon the terms and subject to the conditions described in the
Prospectus. The Exchange Offer is being made in order to satisfy certain
obligations of the Issuer and the Issuer's domestic subsidiaries (each a
"Guarantor" and collectively, the "Guarantors") contained in the Registration
Rights Agreement, dated as of October 1, 1999, between the Issuer, Morgan
Stanley & Co. Incorporated and Chase Securities, Inc.
This material is being forwarded to you as the beneficial owner of the Old
Notes carried by us in 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
also request that you confirm that we may, on your behalf, make the
representations and warranties contained in the Letter of Transmittal.
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 [ ], 2000 (30 CALENDAR DAYS FOLLOWING THE
COMMENCEMENT OF THE EXCHANGE OFFER), UNLESS EXTENDED BY THE ISSUER. ANY OLD
NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME
BEFORE 5:00 P.M., NEW YORK CITY TIME ON THE EXPIRATION DATE FOR THE EXCHANGE
OFFER.
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."
3. Any transfer taxes incident to the transfer of Old Notes from the
holder to the Issuer will be paid by the Issuer, except as otherwise
provided in the Instructions in the Letter of Transmittal.
4. The Exchange Offer expires at 5:00 p.m., New York City time, on
[ ], 2000, unless extended by the Issuer.
If you wish to have us tender your Old Notes, please so instruct us by
completing, executing and returning to us the instruction form set forth below.
The Letter of Transmittal is furnished to you for information only and may not
be used directly by you to tender Old Notes.
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INSTRUCTIONS WITH RESPECT TO THE EXCHANGE OFFER
The undersigned acknowledge(s) receipt of your letter enclosing the
Prospectus, dated [ ], of Knowles Electronics Holdings, Inc., a
Delaware corporation, and the related specimen Letter of Transmittal.
This will instruct you to tender the number of Old Notes indicated below
held by you for the account of the undersigned, pursuant to the terms and
conditions set forth in the Prospectus and the related Letter of Transmittal.
(Check one).
Box 1 [ ] Please tender my Old Notes held by you for my account. If I do not
wish to tender all of the Old Notes held by you for any account, I
have identified on a signed schedule attached hereto the number of
Old Notes that I do not wish tendered.
Box 2 [ ] Please do not tender any Old Notes held by you for my account.
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Date -----------------------------------------------, 2000 -----------------------------------------------------------
SIGNATURE(S)
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PLEASE PRINT NAME(S) HERE
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AREA CODE AND TELEPHONE NO.
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UNLESS A SPECIFIC CONTRARY INSTRUCTION IS GIVEN IN THE SPACE PROVIDED, YOUR
SIGNATURE(S) HEREON SHALL CONSTITUTE AN INSTRUCTION TO US TO TENDER ALL OLD
NOTES.
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