EXHIBIT 99.5
Offer for all Outstanding
Offer for all Outstanding
9 1/2% Senior Subordinated Notes due 2009
in Exchange for
9 1/2% Senior Subordinated Notes due 2009
of Select Medical Corporation
which Have Been Registered Under
the Securities Act of 1933,
As Amended
To Our Clients:
Enclosed for your consideration is a Prospectus, dated _________, 2001 (the
"Prospectus"), and the related Letter of Transmittal (the "Letter of
Transmittal"), relating to the offer (the "Exchange Offer") of Select Medical
Corporation (the "Company") to exchange its 9 1/2% Senior Subordinated Notes Due
2009, which have been registered under the Securities Act of 1933, as amended
(the "New Notes"), for its outstanding 9 1/2% Senior Subordinated Notes Due 2009
(the "Existing Notes"), upon the terms and subject to the conditions described
in the Prospectus and the Letter of Transmittal. 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.
This material is being forwarded to you as the beneficial owner of the
Existing Notes carried by us in your account but not registered in your name. A
tender of such Existing Notes may only be made by us as the holder of record and
pursuant to your instructions.
Accordingly, we request instructions as to whether you wish us to tender on
your behalf the Existing Notes held by us for your account, pursuant to the
terms and conditions set forth in the enclosed Prospectus and Letter of
Transmittal.
Your instructions should be forwarded to us as promptly as possible in
order to permit us to tender the Existing Notes on your behalf in accordance
with the provisions of the Exchange Offer. The Exchange Offer will expire at
5:00 p.m., New York City time, on ____________, 2001, unless extended by the
Company (the "Expiration Date"). Any Existing Notes tendered pursuant to the
Exchange Offer may be withdrawn at any time before the Expiration Date.
Your attention is directed to the following:
1. The Exchange Offer is for any and all Existing Notes.
2. The Exchange Offer is subject to certain conditions set forth
in the Prospectus in the section captioned "The Exchange Offer - Conditions
of the Exchange Offer".
3. Any transfer taxes incident to the transfer of Existing Notes
from the holder to the Company will be paid by the Company, except as
otherwise provided in the Instructions in the Letter of Transmittal.
4. The Exchange Offer expires at 5:00 p.m., New York City time, on
_________, 2001, unless extended by the Company.
If you wish to have us tender your Existing Notes, please so instruct us by
completing, executing and returning to us the instruction form on the back of
this letter. The Letter of Transmittal is furnished to you for information only
and may not be used directly by you to tender Existing Notes.
INSTRUCTIONS WITH RESPECT TO
THE EXCHANGE OFFER
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Exchange Offer made by Select
Medical Corporation with respect to its Existing Notes.
This will instruct you to tender the Existing Notes held by you for
the account of the undersigned, upon and subject to the terms and conditions set
forth in the Prospectus and the related Letter of Transmittal.
Please tender the Existing Notes held by you for any account as
indicated below:
Aggregate Principal Amount of Existing Notes
--------------------------------------------
9 1/2% Senior Subordinated Notes Due 2009..............
[_] Please do not tender any Existing Notes held
by you for my account.
Dated:___________________, 2001
_______________________________________________
Signature(s)
_______________________________________________
_______________________________________________
Please print name(s) here
_______________________________________________
_______________________________________________
Address(es)
_______________________________________________
Area Code and Telephone Number
_______________________________________________
Tax Identification or Social Security Number(s)
None of the Existing Notes held by us for your account will be
tendered unless we receive written instructions from you to do so. Unless
specific contrary instructions are given in the space provided, your
signature(s) hereon shall constitute an instruction to us to tender all the
Existing Notes held by us for your account.