Exhibit 99.3
Offer to Exchange
8-1/2% Senior Subordinated Notes Due 2007
of
PHYSICIAN SALES & SERVICE, INC.
Pursuant to the Prospectus
dated ______________, 1997
_____________, 1997
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We are enclosing herewith the materials listed below relating to the offer
by Physician Sales & Service, Inc. (the "Company") to exchange, upon the terms
and subject to the conditions set forth in the Prospectus dated ____________,
1997 (the "Prospectus") and in the related Letter of Transmittal (the "Letter of
Transmittal," together with the Prospectus, the "Exchange Offer"), any and all
outstanding 8-1/2% Senior Subordinated Notes Due 2007 ("Private Notes") of the
Company for a like aggregate principal amount of 8-1/2% Senior Subordinated
Notes Due 2007 of the Company, which have been registered under the Securities
Act of 1933, as amended (the "Exchange Notes").
Enclosed herewith are copies of the following documents:
1. The Prospectus;
2. The Letter of Transmittal for your use and for the information of your
client, together with guidelines of the Internal Revenue Service for
Certification of Taxpayer Identification Number on Substitute Form W-9 providing
information relating to backup federal income tax withholding;
3. Notice of Guaranteed Delivery to be used to accept the Exchange Offer
if the Private Notes and all other required documents cannot be delivered on or
prior to the Expiration Date;
4. Instruction to Registered Holder and/or Book-Entry Transfer
Participant from Beneficial Owner; and
5. A form of letter which may be sent to your clients for whose account
you hold the Private Notes in your name or in the name of a nominee,
accompanying the instruction form referred to above, for obtaining such clients,
instructions with record to the Exchange offer,
PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY
TIME, ON _______________, 1997, UNLESS EXTENDED. WE URGE YOU TO CONTACT YOUR
CLIENTS AS PROMPTLY AS POSSIBLE.
The Exchange offer is not conditioned upon any minimum number of Private
Notes being tendered.
Pursuant to the Letter of Transmittal, each holder of Private Notes will
represent to the Company that (i) any Exchange Notes acquired in exchange for
Private Notes pursuant to the Exchange Offer are being acquired in the ordinary
course of business of such holder, (ii) such holder has no arrangement or
understanding with any person to participate in the distribution (within the
meaning of the Securities Act of 1933, as amended (the "Securities Act")) of
such Exchange Notes, (iii) if such holder is not a broker-dealer, such holder is
not engaged in, and does not intend to engage in, a distribution of Exchange
Notes and (iv) such holder is not an "affiliate" of the Company within the
meaning of Rule 405 under the Securities Act. If the tendering holder is a
broker-
dealer that will. receive Exchange Notes for its own account in exchange for
Private Notes that were acquired as a result of market-making or other trading
activities it acknowledges that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such
Exchange Notes. By acknowledging that it will deliver and by delivering a
prospectus meeting the requirements of the Securities Act in connection with any
resale of such Exchange Notes, such broker-dealer will not be deemed to admit
that it is an "Underwriter" within the meaning of the Securities Act.
The enclosed Instruction to Registered Holder and/or Book-Entry Transfer
Participant from Beneficial Owner contains an authorization by the beneficial
owners of the Private Notes for you to make the foregoing representations.
The Company will not pay any fees or commissions to any broker or dealer or
other Person (other than the Exchange Agent (as defined below)) for soliciting
tenders of the Private Notes pursuant to the Exchange Offer. The Company will
pay or cause to be paid any transfer taxes payable on the transfer of Private
Notes to it, except as otherwise provided in Instruction 6 of the enclosed
Letter of Transmittal.
Additional copies of the enclosed materials may be obtained from SunTrust
Bank, Central Florida, National Association (the "Exchange Agent"), at its
address and telephone number set forth on the back cover of the enclosed
Prospectus.
Very truly yours,
Physician Sales & Service, Inc.
-2-