EXHIBIT 99.4
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 Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
The IT Group, Inc., a Delaware corporation (the "Company"), is offering 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 Prospectus
dated July , 1999 (the "Prospectus") and in the related Letter of
Transmittal (which, together with any amendments or supplements thereto,
collectively constitute the "Exchange Offer") enclosed herewith.
The Exchange 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.
Enclosed herewith for your information and forwarding to your clients for
whose accounts you hold Series A Notes registered in your name or in the name
of your nominee are copies of the following documents:
1. The Prospectus dated July , 1999.
2. The blue Letter of Transmittal to tender Series A Notes for exchange
(for your use and for the information of your clients). Facsimile copies of
the Letter of Transmittal may be used to tender Series A Notes for exchange.
3. The pink Notice of Guaranteed Delivery (to be used to tender Series A
Notes for exchange if certificates for Series A Notes are not immediately
available or if such certificates for Series A Notes and all other required
documents cannot be delivered to The Bank of New York (the "Exchange Agent")
on or prior to the Expiration Date or if the procedures for book-entry
transfer cannot be completed on a timely basis).
4. A yellow printed form of letter which may be sent to your clients for
whose accounts you hold Series A Notes registered in your name or in the name
of your nominee, with space provided for obtaining such clients' instructions
with regard to the Exchange Offer.
5. Guidelines for Certification of Taxpayer Identification Number of
Substitute Form W-9.
6. A return envelope addressed to the Exchange Agent.
Your prompt action is requested. We urge you to contact your clients as
promptly as possible. Please note that 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.
In order for Series A Notes to be validly tendered pursuant to the Exchange
Offer, (a) a duly executed and properly completed Letter of Transmittal (or a
facsimile thereof) together with any required signature guarantees, or an
Agent's Message (as defined in the Prospectus) in connection with a book-entry
delivery of Series A Notes, and any other documents required by the Letter of
Transmittal, must be received by the Exchange Agent on or prior to the
Expiration Date, and (b) either certificates representing tendered Series A
Notes must be received by the Exchange Agent or such Series A Notes must be
tendered by book-entry transfer into the Exchange Agent account maintained at
the Book-Entry Transfer Facility (as defined in the Prospectus), and book-
entry confirmation must be received by the Exchange Agent, all in accordance
with the instructions set forth in the Letter of Transmittal and the
Prospectus.
If an Eligible Holder (as defined in the Prospectus) desires to tender
Series A Notes for exchange pursuant to the Exchange Offer and such Eligible
Holder's Series A Note certificates are not immediately available or such
Eligible Holder cannot deliver the Series A Note certificates and all other
required documents to the Exchange Agent on or prior to the Expiration Date,
or such Eligible Holder cannot complete the procedure for delivery by book-
entry transfer on a timely basis, such Series A Notes may nevertheless be
tendered for exchange by following the guaranteed delivery procedures
specified in the Prospectus under the caption "The Exchange Offer--Procedures
for Tendering--Guaranteed Delivery Procedures."
The Company will not pay any fees or commissions to any broker or dealer or
any other person for soliciting tenders of Series A Notes pursuant to the
Exchange Offer. The Company will, however, upon request, reimburse you for
customary mailing and handling expenses incurred by you in forwarding any of
the enclosed materials to your clients. The Company will pay or cause to be
paid any transfer taxes applicable to the exchange of Series A Notes pursuant
to the Exchange Offer.
Any inquiries you may have with respect to the Exchange Offer should be
addressed to the Exchange Agent at its address and telephone number set forth
on the back cover page of the Prospectus. Additional copies of the enclosed
materials may be obtained from the Exchange Agent.
Very truly yours,
THE IT GROUP, INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL MAKE YOU OR ANY
OTHER PERSON THE AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR ANY AFFILIATE
OF ANY OF THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENT OR
USE ANY DOCUMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE EXCHANGE
OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS THEREIN.
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