EXHIBIT 99.3
The IT Group, Inc.
Offer to Exchange
All of Its Outstanding
11 1/4% Series A Senior Subordinated Notes due 2009
for
11 1/4% Series B Senior Subordinated Notes due 2009
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON , AUGUST , 1999, UNLESS THE EXCHANGE OFFER IS
EXTENDED.
To Our Clients:
Enclosed for your consideration is a Prospectus dated July , 1999 (the
"Prospectus") and the related Letter of Transmittal (which, together with any
amendments or supplements thereto, collectively constitute the "Exchange
Offer") relating to an offer by The IT Group, Inc., a Delaware corporation
(the "Company"), to exchange all of its outstanding 11 1/4% Series A Senior
Subordinated Notes due 2009 (the "Series A Notes") for 11 1/4% Series B Senior
Subordinated Notes due 2009 upon the terms and subject to the conditions set
forth in the Exchange Offer.
We are the holder of record of the Series A Notes held by us for your
account. A tender for exchange of such Series A Notes can be made only by us
as the holder of record and pursuant to your instructions. The Letter of
Transmittal is furnished to you for your information only and cannot be used
by you to tender for exchange the Series A Notes held by us for your account.
We request instructions as to whether you wish to have us tender for
exchange on your behalf any or all of such Series A Notes held by us for your
account, pursuant to the terms and subject to the conditions set forth in the
Exchange Offer.
Your attention is directed to the following:
1. The Exchange Offer and withdrawal rights will expire at 5:00 P.M., New
York City time, on August , 1999, unless the Exchange Offer is
extended. Your instructions to us should be forwarded to us in ample time to
permit us to submit a tender on your behalf.
2. The Exchange Offer is made for all Series A Notes outstanding,
constituting $225,000,000 aggregate principal amount as of the date of the
Prospectus.
3. The minimum permitted tender is $1,000 principal amount of Series A
Notes, and all tenders must be in integral multiples of $1,000.
4. The Offer is conditioned upon the satisfaction of certain conditions set
forth in the Prospectus under the caption "The Exchange Offer--Conditions of
the Exchange Offer." The Exchange Offer is not conditioned upon any minimum
principal amount of Series A Notes being tendered for exchange.
5. Tendering Eligible Holders (as defined in the Prospectus) will not be
obligated to pay brokerage fees or commissions or to pay transfer taxes
applicable to the exchange of Series A Notes pursuant to the Exchange Offer.
6. In all cases, the exchange of Series A Notes tendered and accepted for
exchange pursuant to the Exchange Offer will be made only after timely receipt
by The Bank of New York (the "Exchange Agent") of (a)certificates representing
such Series A Notes or timely confirmation of a book-entry transfer of such
Series A Notes into the Exchange Agent's account at The Depository Trust
Company (the "Book-Entry Transfer Facility") pursuant to the procedures set
forth in the Prospectus under the caption "The Exchange Offer--Procedures for
Tendering," (b) the Letter of Transmittal (or a facsimile thereof), properly
completed and duly executed, with any required signature guarantees, or an
Agent's Message (as defined in the Prospectus) in connection with a book-entry
transfer, and (c) any other documents required by the Letter of Transmittal.
Accordingly, payment may be made to tendering Eligible Holders at different
times if delivery of the Series A Notes and other required documents occurs at
different times.
The Exchange Offer is being made solely by the Prospectus and the related
Letter of Transmittal and is being made to all Eligible Holders of Series A
Notes. The Company is not aware of any state where the making of the Exchange
Offer is prohibited by administrative or judicial action pursuant to any valid
state statute. If the Company becomes aware of any valid state statute
prohibiting the making of the Exchange Offer or the acceptance of Series A
Notes tendered for exchange pursuant thereto, the Company will make a good
faith effort to comply with any such state statute. If, after such good faith
effort, the Company cannot comply with such state statute, the Exchange Offer
will not be made to, nor will tenders be accepted from or on behalf of, the
holders of Series A Notes in such state. In any jurisdiction where the
securities, blue sky or other laws require the Exchange Offer to be made by a
licensed broker or dealer, the Exchange Offer shall be deemed to be made on
behalf of the Company by one or more registered brokers or dealers that are
licensed under the laws of such jurisdiction.
If you wish to have us tender any or all of the Series A Notes held by us
for your account, please instruct us by completing, executing and returning to
us the instruction form contained in this letter. If you authorize a tender
for exchange of your Series A Notes, the entire aggregate principal amount of
such Series A Notes will be tendered for exchange unless otherwise specified
in such instruction form. Your instructions should be forwarded to us in ample
time to permit us to submit a tender on your behalf prior to the expiration of
the Exchange Offer.
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Instructions with Respect to the
The IT Group, Inc.
Offer to Exchange
all of its Outstanding
11 1/4% Series A Senior Subordinated Notes due 2009
for
11 1/4% Series B Senior Subordinated Notes due 2009
The undersigned acknowledge(s) receipt of your letter enclosing the
Prospectus dated July , 1999 and the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute
the "Exchange Offer") pursuant to an offer by The IT Group, Inc., a Delaware
corporation, to exchange all of its outstanding 11 1/4% Series A Senior
Subordinated Notes due 2009 ("Series A Notes") for 11 1/4% Series B Senior
Subordinated Notes due 2009.
This will instruct you to tender the principal amount of Series A Notes
indicated below (or, if no number is indicated below, the entire aggregate
principal amount) which are held by you for the account of the undersigned,
upon the terms and subject to the conditions set forth in the Exchange Offer.
Aggregate Principal Amount of Series A Notes to be Tendered:* $ ___________
Dated: , 1999
SIGN HERE
Signature(s): _____________________________________________________________
Please print name(s): _____________________________________________________
Address: __________________________________________________________________
Area Code and Telephone Number: ___________________________________________
Tax Identification or Social Security Number: _____________________________
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* Unless otherwise indicated, it will be assumed that the entire principal
amount of the Series A Notes held by us for your account are to be tendered
for exchange. The minimum permitted tender is $1,000 principal amount of
Series A Notes, and all tenders must be in integral multiples of $1,000.
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