Attached files
Exhibit
99.2
FORM
OF LETTER TO STOCKHOLDERS WHO ARE RECORD HOLDERS
PGT,
INC.
[●]
Shares of Common Stock
Offered
Pursuant to Rights Distributed to Record Stockholders of
PGT,
Inc.
,
2010
Dear
Stockholder:
This
notice is being distributed by PGT, Inc. (the “Company”) to all holders of
record of shares of its common stock, par value $0.01 per share (the “Common
Stock”), at the close of business, on February 8 ,
2010 (the “Record Date”), in connection with the distribution in a rights
offering (the “Rights Offering”) of non-transferable subscription rights (the
“Rights”) to subscribe for and purchase shares of Common Stock. 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 (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 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 you 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).
Enclosed
are copies of the following documents:
1. Prospectus;
2. Subscription
Rights Certificate;
3. Instructions
for Use of PGT, Inc. Subscription Rights Certificates; and
4. A
return envelope addressed to American Stock Transfer &
Trust Company, LLC , the Subscription Agent.
Your
prompt action is requested. To exercise your Rights, you should
properly complete and sign the Subscription Rights Certificate and forward it,
with payment of the Subscription Price in full for each share of Common Stock
subscribed for pursuant to the Basic Subscription Privilege and the
Over-Subscription Privilege, to the Subscription Agent, as indicated in the
Prospectus. The Subscription Agent must receive the Subscription
Rights Certificate with payment of the Subscription 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 your
Rights. 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.
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