AmerisourceBergen Corporation
Offer for all Outstanding
8 1/8% Senior Notes Due 2008
in Exchange for
8 1/8% Senior Notes Due 2008
which Have Been Registered Under
the Securities Act of 1933,
As Amended
To: Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
AmerisourceBergen 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 8 1/8% Senior Notes Due
2008 which have been registered under the Securities Act of 1933, as amended,
for its outstanding 8 1/8% Senior Notes Due 2008 (the "Existing Notes"). The
Exchange Offer is being made in order to satisfy certain obligations of the
Company contained in the Registration Rights Agreement dated August 14, 2001, by
and among the Company, the Guarantors as defined in the Registration Rights
Agreement, Credit Suisse First Boston Corporation, Banc of America Securities
LLC and J.P. Morgan 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may be withdrawn at any time before the Expiration Date.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 the Chase
Manhattan Bank and Trust Company, National Association, 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,
AmerisourceBergen 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
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