EXHIBIT 99.4
Select Medical Corporation
Offer for all Outstanding
9 1/2% Senior Subordinated Notes Due 2009
in Exchange for
9 1/2% Senior Subordinated Notes Due 2009
which Have Been Registered Under
the Securities Act of 1933,
As Amended
To: Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
Select Medical Corporation (the "Company") is offering upon and
subject to the terms and conditions set forth in the Prospectus, dated
___________, 2001 (the "Prospectus"), and the enclosed Letter of Transmittal
(the "Letter of Transmittal"), to exchange (the "Exchange Offer") its 9 1/2%
Senior Subordinated Notes Due 2009 which have been registered under the
Securities Act of 1933, as amended, for its outstanding 9 1/2% Senior
Subordinated Notes Due 2009 (the "Existing Notes"). The Exchange Offer is being
made in order to satisfy certain obligations of the Company contained in the
Exchange and Registration Rights Agreement dated June 11, 2001, by and among the
Company, the Subsidiary Guarantors named therein, J.P. Morgan Securities Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse First Boston
Corporation, CIBC World Markets Corp. and First Union Securities, Inc.
We are requesting that you contact your clients for whom you hold
Existing Notes regarding the Exchange Offer. For your information and for
forwarding to your clients for whom you hold Existing Notes registered in your
name or in the name of your nominee, or who hold Existing Notes registered in
their own names, we are enclosing the following documents:
1. Prospectus dated ______________, 2001,
2. The Letter of Transmittal for your use and for the
information of your clients,
3. A Notice of Guaranteed Delivery to be used to accept the
Exchange Offer if certificates for Existing Notes are not immediately
available or time will not permit all required documents to reach the
Exchange Agent prior to the Expiration Date (as defined below) or if
the procedure for book-entry transfer cannot be completed on a timely
basis,
4. A form of letter which may be sent to your clients for whose
account you hold Existing Notes registered in your name or the name of
your nominee, with space provided for obtaining such clients'
instructions with regard to the Exchange Offer, and
5. Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
Your prompt action is requested. The Exchange Offer will expire at 5:00
p.m., New York City time on ____________, 2001, unless extended by the Company
(the "Expiration Date"). Existing Notes tendered pursuant to the Exchange Offer
may be withdrawn at any time before the Expiration Date.
To participate in the Exchange Offer, a duly executed and properly
completed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees and any other required documents, should be sent to the
Exchange Agent and certificates representing the Existing Notes should be
delivered to the Exchange Agent, all in accordance with the instructions set
forth in the Letter of Transmittal and the Prospectus.
If holders of Existing Notes wish to tender, but it is impracticable for
them to forward their certificates for Existing Notes prior to the expiration of
the Exchange Offer or to comply with the book-entry transfer procedures on a
timely basis, a tender may be effected by following the guaranteed delivery
procedures described in the Prospectus under "The Exchange Offer -- Guaranteed
Delivery Procedures."
The Company will, upon request, reimburse brokers, dealers, commercial
banks and trust companies for reasonable and necessary costs and expenses
incurred by them in forwarding the Prospectus and the related documents to the
beneficial owners of Existing Notes held by them as nominee or in a fiduciary
capacity. The Company will pay or cause to be paid all stock transfer taxes
applicable to the exchange of Existing Notes pursuant to the Exchange Offer,
except as set forth in Instruction 7 of the Letter of Transmittal.
Any inquiries you may have with respect to the Exchange Offer, or requests
for additional copies of the enclosed materials, should be directed to State
Street Bank and Trust Company, N.A., the Exchange Agent for the Existing Notes,
at its address and telephone number set forth on the front of the Letter of
Transmittal.
Very truly yours,
Select Medical Corporation
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF
THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN
THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.
Enclosures