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                                                                   Exhibit 99.3

                                                              December 19, 2001
To the Stockholders of
         RACI Holding, Inc.:

                               NOTICE OF ANNUAL
                            MEETING OF STOCKHOLDERS

     Notice is hereby given that the Annual Meeting of Stockholders of RACI
Holding, Inc., a Delaware corporation, will be held at the offices of Clayton,
Dubilier & Rice, Inc., 375 Park Avenue, 18(th) Floor, New York, New York 10152,
on Wednesday, January 23, 2002 at 8:00 a.m., for the following purposes:

     (1) To elect a Board of eleven (11) Directors for RACI Holding, Inc., each
         to serve until the next Annual Meeting of Stockholders and until a
         successor shall have been duly elected and qualified;
     (2) To ratify the appointment of the Auditors for RACI Holding, Inc.; and
     (3) To transact such other business as may properly come before the
         meeting or any adjournment thereof.

     In accordance with the By-Laws of RACI Holding, Inc., the close of
business on January 1, 2002, has been fixed as the record date for the
determination of the stockholders entitled to notice of, and to vote at, such
meeting and any adjournment thereof.

                          By order of the Board of Directors,

                                 /s/Samuel G. Grecco
                          ----------------------------------------
                              Samuel G. Grecco, Secretary

                                   IMPORTANT

All Stockholders are urged to fill in, date, sign and return the enclosed proxy
    promptly in the envelope herewith to which no additional postage need
                   be affixed if mailed in the United States.

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                                                                   Exhibit 99.3
                               RACI HOLDING, INC.
                               870 Remington Drive
                          Madison, North Carolina 27025

Name here:                                                             12/19/01

Dear Stockholders:

     On behalf of the Board of Directors, the Annual Meeting of Stockholders
will be held at the offices of Clayton, Dubilier & Rice, Inc., 375 Park Avenue,
18(th) Floor, New York, New York 10152, Wednesday, January 23, 2002 commencing
at 8:00 a.m.

     At the Annual Meeting of Stockholders, the Stockholders will consider and
act upon the following:

     (1)  The election of the following eleven (11) persons to the Board of
          Directors:
          Leon J. (Bill) Hendrix
          Thomas L. Millner
          Joseph L. Rice, III
          Richard A. Gilleland
          Richard E. Heckert
          Hubbard C. Howe
          Bobby R. Brown
          Michael G. Babiarz
          Thomas E. Ireland
          H. Norman Schwarzkopf
          B. Charles Ames

     The persons named in the enclosed proxy will vote to elect the
above-listed Nominees to serve as Directors until the next Annual Meeting of
Stockholders and until their successors are duly elected and qualified, unless
authority to vote for any of the Nominees is withheld by marking the proxy to
that effect.

     (2)     The ratification of the appointment of PricewaterhouseCoopers LLP,
as RACI Holding, Inc.'s independent auditors. The persons named in the enclosed
proxy will vote to so ratify, unless authority to vote to so ratify is withheld
by marking the proxy to that effect.

     YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THESE
PROPOSALS.

     The Board of Directors is not aware of any other matters to be presented
for action at the Annual Meeting of Stockholders. However, if any such other
matters are presented for action, the persons named in the enclosed proxy
intend to vote on such matters in accordance with their discretion.

     Please take a moment now to sign, date and mail your proxy in the enclosed
postage-paid envelope.

     Thank you for your interest and consideration.

                      By order of the Board of Directors
                             /s/Samuel G. Grecco
                     -------------------------------------
                         Samuel G. Grecco, Secretary

                                   IMPORTANT

  Please sign, date and return your proxy promptly in the enclosed envelope to
                      authorize the voting of your shares.
               This will save the expense of a follow-up mailing.