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EXHIBIT 99.3
IASIS HEALTHCARE CORPORATION
OFFER TO EXCHANGE
13% SENIOR SUBORDINATED EXCHANGE NOTES DUE 2009,
WHICH HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED,
FOR ALL ISSUED AND OUTSTANDING
13% SENIOR SUBORDINATED NOTES DUE 2009
To:BROKERS, DEALERS, COMMERCIAL BANKS,
TRUST COMPANIES AND OTHER NOMINEES:
IASIS Healthcare Corporation ("IASIS") is offering, subject to the terms
and conditions set forth in the Prospectus, dated [ ], 2000 (the
"Prospectus"), and the enclosed Letter of Transmittal, relating to the offer
(the "Exchange Offer") of IASIS to exchange an aggregate principal amount of up
to $230,000,000 of our 13% Senior Subordinated Exchange Notes due 2009 (the "New
Notes"), which have been registered under the Securities Act of 1933, as amended
(the "Securities Act"), for a like principal amount of our issued and
outstanding 13% Senior Subordinated Notes due 2009 (the "Old Notes"). The Old
Notes were issued on October 15, 1999 in offerings under Rule 144A and
Regulation S of the Securities Act that were not registered under the Securities
Act. The Exchange Offer is being extended to all holders of the Old Notes in
order to satisfy certain obligations of IASIS contained in the Registration
Rights Agreement, dated as of October 15, 1999, among IASIS, parties thereto and
J.P. Morgan Securities Inc. The New Notes are substantially identical to the Old
Notes, except that the transfer restrictions and registration rights applicable
to the Old Notes do not apply to the New Notes.
We are requesting that you contact your clients for whom you hold Old Notes
regarding the Exchange Offer. For your information and for forwarding to your
clients for whom you hold Old Notes registered in your name or in the name of
your nominee, or who hold Old Notes registered in their own names, we are
enclosing the following documents:
1. Prospectus dated [ ], 2000;
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 (a) certificates for the Old Notes are not immediately available,
(b) time will not permit the certificates for the Old Notes or other
required documents to reach the Exchange Agent before the expiration of the
Exchange Offer or (c) the procedure for book-entry transfer cannot be
completed prior to the expiration of the Exchange Offer;
4. A form of letter which may be sent to your clients for whose
account you hold Old Notes registered in your name or the name of your
nominee, with space provided for obtaining the clients' instructions with
respect to the Exchange Offer;
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
6. Return envelopes addressed to The Bank of New York, the Exchange
Agent for the Exchange Offer.
YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON [ ], 2000, UNLESS THE EXCHANGE OFFER IS
EXTENDED (AS IT MAY BE EXTENDED, THE "EXPIRATION DATE"). OLD NOTES TENDERED
PURSUANT TO THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME BEFORE THE
EXPIRATION DATE.
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Unless a holder of Old Notes complies with the procedures described in the
Prospectus under the caption "-- Guaranteed Delivery Procedures," the holder
must do one of the following on or prior to the Expiration Date to participate
in the Exchange Offer:
- tender the Old Notes by sending the certificates for the Old Notes, in
proper form for transfer, a properly completed and duly executed Letter
of Transmittal, with any required signature guarantees, and all other
documents required by the Letter of Transmittal, to The Bank of New York,
as Exchange Agent, at one of the addresses listed in the Prospectus under
the caption "The Exchange Offer -- Exchange Agent"; or
- tender the Old Notes by using the book-entry procedures described in the
Prospectus under the caption "The Exchange Offer -- Book Entry Transfer"
and transmitting a properly completed and duly executed Letter of
Transmittal, with any required signature guarantees, or an Agent's
Message instead of the Letter of Transmittal, to the Exchange Agent.
In order for a book-entry transfer to constitute a valid tender of Old Notes in
the Exchange Offer, the Exchange Agent must receive a confirmation of book-entry
transfer (a "Book-Entry Confirmation") of the Old Notes into the Exchange
Agent's account at The Depository Trust Company prior to the Expiration date.
The term "Agent's Message" means a message, transmitted by the Depository Trust
Company and received by the Exchange Agent and forming a part of the Book-Entry
Confirmation, which states that The Depository Trust Company has received an
express acknowledgment from the tendering holder of Old Notes that the holder
has received and has agreed to be bound by the Letter of Transmittal.
If a registered holder of Old Notes wishes to tender the Old Notes in the
Exchange Offer, but (a) the certificates for the Old Notes are not immediately
available, (b) time will not permit the certificates for the Old Notes or other
required documents to reach the Exchange Agent before the Expiration Date, or
(c) the procedure for book-entry transfer cannot be completed before the
Expiration Date, a tender of Old Notes may be effected by following the
Guaranteed Delivery Procedures described in the Prospectus under the caption
"The Exchange Offer -- Guaranteed Delivery Procedures."
IASIS will, upon request, reimburse brokers, dealers, commercial banks,
trust companies and other nominees for reasonable and necessary costs and
expenses incurred by them in forwarding the Prospectus and the related documents
to the beneficial owners of Old Notes held by them as nominee or in a fiduciary
capacity. IASIS will pay or cause to be paid all stock transfer taxes applicable
to the exchange of Old Notes in the Exchange Offer, except as set forth in
Instruction 13 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 Bank
of New York, the Exchange Agent for the Exchange Offer, at its address and
telephone number set forth on the front of the Letter of Transmittal.
Very truly yours,
IASIS HEALTHCARE CORPORATION
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
PERSON AS AN AGENT OF IASIS 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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