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EXHIBIT 99.4
EXCHANGE OFFER RELATING TO THE
12% NOTES DUE 2005
OF
ICON HEALTH & FITNESS, INC.
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THE EXCHANGE OFFER WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON ______ __,
2000, UNLESS EXTENDED OR TERMINATED (THE "EXPIRATION DATE").
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____ __, 2000
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Enclosed for your consideration is a Prospectus, dated _______ __, 2000
(as the same may be amended from time to time, the "Prospectus") of ICON Health
& Fitness, Inc. (the "Company") and the related Letter of Transmittal (the
"Letter of Transmittal" and, together with the Prospectus, the "Exchange Offer")
relating to the offer by the Company to exchange $1,000 principal amount of 12%
Notes due 2005 (the "Exchange Notes") of the Company upon the terms and subject
to the conditions set forth in the Exchange Offer, for each $1,000 principal
amount of outstanding 12% Notes due 2005 (the "Old Notes") of the Company.
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, we are
enclosing the following documents:
1. The Prospectus dated _______ __, 2000;
2. A Letter of Transmittal for the Old Notes for your use and for the
information of your clients, together with Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9
providing information relating to backup U.S. federal income tax
withholding;
3. A printed form of letter, including a Letter of Instructions, which
may be sent to your clients for whose account you hold Old Notes in
your name or in the name of your nominee, with space provided for
obtaining such clients' instructions with regard to the Exchange
Offer;
4. A Notice of Guaranteed Delivery for the Old Notes; and
5. A return envelope addressed to The Bank of New York (the "Exchange
Agent").
DTC participants will be able to execute tenders through the DTC Automated
Tender Offer Program.
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PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT MIDNIGHT, NEW YORK CITY
TIME, ON ____ __, 2000, UNLESS EXTENDED OR TERMINATED. WE URGE YOU TO CONTACT
YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
The Company will not pay any fees or commissions to any broker or dealer
or other person (other than the Exchange Agent) in connection with the Exchange
Offer. However, the Company will reimburse you for customary mailing and
handling expenses incurred in forwarding the enclosed materials to your clients.
Any inquiries you may have with respect to the Exchange Offer should be
addressed to the Exchange Agent, at its address and telephone number as set
forth in the enclosed Letter of Transmittal. Additional copies of the enclosed
materials may be obtained from the Exchange Agent.
Very truly yours,
ICON Health & Fitness, Inc.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
THE AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER
PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN
CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE
STATEMENTS CONTAINED THEREIN.
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