EXHIBIT 99.2
VANGUARD HEALTH HOLDING COMPANY II, LLC
VANGUARD HOLDING COMPANY II, INC.
OFFER TO EXCHANGE
NEW 9% SENIOR SUBORDINATED NOTES DUE 2014
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
FOR
ALL OUTSTANDING 9% SENIOR SUBORDINATED NOTES DUE 2014
VANGUARD HEALTH HOLDING COMPANY I, LLC
VANGUARD HOLDING COMPANY I, INC.
OFFER TO EXCHANGE
NEW 11 1/4% SENIOR DISCOUNT NOTES DUE 2015
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
FOR
ALL OUTSTANDING 11 1/4% SENIOR DISCOUNT NOTES DUE 2015
THE EXCHANGE OFFERS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 200 , UNLESS EXTENDED.
, 200
To Our Clients:
Enclosed for your consideration are a Prospectus, dated , 200 (as
the same may be amended or supplemented from time to time, the "Prospectus"),
and form of Letter of Transmittal (the "Letter of Transmittal"), relating to the
offer (the "Subordinated Notes Exchange Offer") by Vanguard Health Holding
Company II, LLC ("VHS Holdco II") and Vanguard Holding Company II, Inc. (the
"Subordinated Notes Co-Issuer" and together with VHS Holdco II, the
"Subordinated Notes Issuers") to exchange $575,000,000 aggregate principal
amount of the Subordinated Notes Issuers' 9% Senior Subordinated Notes due 2014,
guaranteed by Vanguard Health Systems, Inc. ("Vanguard"), Vanguard Health
Holding Company I, LLC ("VHS Holdco I") and certain subsidiaries of VHS Holdco
II (collectively, the "Subordinated Notes Guarantors"), that have been
registered under the Securities Act of 1933, as amended (the "Securities Act")
(collectively, the "Subordinated Exchange Notes"), for any and all of its
outstanding 9% Senior Subordinated Notes due 2014 (collectively, the
"Outstanding Subordinated Notes"), guaranteed by the Subordinated Notes
Guarantors, in integral multiples of $1,000. The terms of the Subordinated
Exchange Notes are identical in all material respects (including principal
amount, interest rate and maturity) to the terms of the Outstanding Subordinated
Notes for which they may be exchanged pursuant to the Subordinated Notes
Exchange Offer, except that the Subordinated Exchange Notes are freely
transferable by holders thereof (except as provided in the Letter of Transmittal
or in the Prospectus) and are not subject to any covenant regarding registration
under the Securities Act. The Outstanding Subordinated Notes are unconditionally
guaranteed (the "Outstanding Subordinated Notes Guaran-
tees") by the Subordinated Notes Guarantors on a senior subordinated basis, and
the Subordinated Exchange Notes will be unconditionally guaranteed (the "New
Subordinated Notes Guarantees") by the Subordinated Notes Guarantors on a senior
subordinated basis. Upon the terms and subject to the conditions set forth in
the Prospectus and the Letter of Transmittal, the Subordinated Notes Guarantors
offer to issue the New Subordinated Notes Guarantees with respect to all
Subordinated Exchange Notes issued in the Subordinated Notes Exchange Offer in
exchange for the Outstanding Subordinated Notes Guarantees of the Outstanding
Subordinated Notes for which such Subordinated Exchange Notes are issued in the
Subordinated Notes Exchange Offer. The Prospectus and Letter of Transmittal also
relate to the offer (the "Discount Notes Exchange Offer" and together with the
Subordinated Notes Exchange Offer, the "Exchange Offers") by VHS Holdco I and
Vanguard Holding Company I, Inc. (the "Discount Notes Co-issuer" and together
with VHS Holdco I, the "Discount Notes Issuers") to exchange $216,000,000
aggregate principal amount at maturity of the Discount Notes Issuers' 11 1/4%
Senior Discount Notes due 2015, guaranteed by Vanguard, that have been
registered under the Securities Act (collectively, the "Discount Exchange
Notes"), for any and all of its outstanding 11 1/4% Senior Discount Notes due
2015 (collectively, the "Outstanding Discount Notes" and together with the
Outstanding Subordinated Notes, the "Outstanding Notes"), guaranteed by
Vanguard, in integral multiples of $1,000. The terms of the Discount Exchange
Notes are identical in all material respects (including principal amount,
interest rate and maturity) to the terms of the Outstanding Discount Notes for
which they may be exchanged pursuant to the Discount Notes Exchange Offer,
except that the Discount Exchange Notes are freely transferable by holders
thereof (except as provided in the Letter of Transmittal or in the Prospectus)
and are not subject to any covenant regarding registration under the Securities
Act. The Outstanding Discount Notes are uncond itionally guaranteed (the
"Outstanding Discount Notes Guarantee") by Vanguard on a senior basis, and the
Discount Exchange Notes will be unconditionally guaranteed (the "New Discount
Notes Guarantee") by Vanguard on a senior basis. Upon the terms and subject to
the conditions set forth in the Prospectus and the Letter of Transmittal,
Vanguard offers to issue the New Discount Notes Guarantee with respect to all
Discount Exchange Notes issued in the Discount Exchange Offer in exchange for
the Outstanding Discount Notes Guarantee of the Outstanding Discount Notes for
which such Discount Exchange Notes are issued in the Discount Notes Exchange
Offer.
Throughout this letter, unless the context otherwise requires, references
to the "Subordinated Notes Exchange Offer" include the Subordinated Notes
Guarantors' offer to exchange the New Subordinated Notes Guarantees for
Outstanding Notes Subordinated Guarantees, references to the "Subordinated
Exchange Notes" include the related New Subordinated Notes Guarantees,
references to the "Outstanding Subordinated Notes" include the related
Outstanding Subordinated Notes Guarantees, references to the "Discount Notes
Exchange Offer" include Vanguard's offer to exchange the New Discount Notes
Guarantee for Outstanding Discount Notes Guarantee, references to the "Discount
Exchange Notes" include the related New Discount Notes Guarantee and references
to the "Outstanding Discount Notes" include the related Outstanding Discount
Notes Guarantee.
The Issuers will accept for exchange any and all Outstanding Notes properly
tendered according to the terms of the Prospectus and the Letter of Transmittal.
Consummation of the Exchange Offers are subject to certain conditions described
in the Prospectus.
The enclosed materials are being forwarded to you as the beneficial owner
of Outstanding Notes held by us for your account but not registered in your
name. A tender of such Outstanding Notes may only be made by us as the
registered holder and pursuant to your instructions. Therefore, the Issuers urge
beneficial owners of Outstanding Notes registered in the name of a broker,
dealer, commercial bank, trust company or other nominee to contact such
registered holder promptly if such beneficial owners wish to tender their
Outstanding Notes in the Exchange Offers.
Accordingly, we request instructions as to whether you wish to tender any
or all such Outstanding Notes held by us for your account, pursuant to the terms
and conditions set forth in the enclosed Prospectus and Letter of Transmittal.
We urge you to read carefully the Prospectus and the Letter of Transmittal
before instructing us as to whether or not to tender your Outstanding Notes.
Your instructions to us should be forwarded as promptly as possible in
order to permit us to tender Outstanding Notes on your behalf in accordance with
the provisions of the Exchange Offers. The Exchange Offers will expire at 5:00
P.M., New York City Time, on , 200 , unless the Exchange Offers are
extended by the Issuers. The time the Exchange Offers expire is referred to as
the "Expiration Date." Tenders of Outstanding Notes may be withdrawn at any time
prior to the Expiration Date.
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IF YOU WISH TO HAVE US TENDER ANY OR ALL OF YOUR OUTSTANDING NOTES, PLEASE
SO INSTRUCT US BY COMPLETING, EXECUTING AND RETURNING TO US THE INSTRUCTION FORM
ON THE REVERSE HEREOF.
The accompanying Letter of Transmittal is furnished to you for your
information only and may not be used by you to tender Outstanding Notes held by
us and registered in our name for your account or benefit.
If we do not receive written instructions in accordance with the procedures
presented in the Prospectus and the Letter of Transmittal, we will not tender
any of the Outstanding Notes on your account.
Please carefully review the enclosed material as you consider the Exchange
Offers.
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INSTRUCTIONS TO REGISTERED HOLDER
FROM BENEFICIAL OWNER
OF
9% SENIOR SUBORDINATED NOTES DUE 2014
The undersigned hereby acknowledges receipt of the Prospectus dated
, 2004 (as the same may be amended or supplemented from time to time,
the "Prospectus"), and a Letter of Transmittal (the "Letter of Transmittal"),
relating to the offer (the "Subordinated Notes Exchange Offer") by Vanguard
Health Holding Company II, LLC ("VHS Holdco II") and Vanguard Holding Company
II, Inc. (the "Subordinated Notes Co-Issuer" and with VHS Holdco II, the
"Subordinated Notes Issuers") to exchange $1,000 in principal amount of the
Subordinated Notes Issuers' new 9% Senior Subordinated Notes due 2014 (the
"Subordinated Exchange Notes"), guaranteed by Vanguard Health Systems, Inc.,
Vanguard Health Holding Company I, LLC and certain subsidiaries of VHS Holdco II
(collectively, the "Subordinated Notes Guarantors"), for each $1,000 in
principal amount of outstanding 9% Senior Subordinated Notes due 2014 (the
"Outstanding Subordinated Notes"), guaranteed by the Subordinated Notes
Guarantors, upon the terms and subject to the conditions set forth in the
Prospectus and Letter of Transmittal. Capitalized terms used but not defined
herein have the meanings ascribed to them in the Prospectus.
This will instruct you, the registered holder, as to the action to be taken
by you relating to the Subordinated Notes Exchange Offer with respect to the
Outstanding Subordinated Notes held by you for the account of the undersigned.
The aggregate face amount of the Outstanding Subordinated Notes held by you
for the account of the undersigned is (fill in amount):
$ of the Outstanding Subordinated Notes.
With respect to the Subordinated Notes Exchange Offer, the undersigned
hereby instructs you (check appropriate box):
[ ] To TENDER the following Outstanding Subordinated Notes held by you for
the account of the undersigned
(insert principal amount of Outstanding Subordinated Notes to be
tendered, if any):
$ of the Outstanding Subordinated Notes.
[ ] NOT to TENDER any Outstanding Subordinated Notes held by you for the
account of the undersigned.
If the undersigned instructs you to tender the Outstanding Subordinated
Notes held by you for the account of the undersigned, it is understood that you
are authorized (a) to make, on behalf of the undersigned (and the undersigned,
by its signature below, hereby makes to you), the representations and warranties
contained in the Letter of Transmittal that are to be made with respect to the
undersigned as a beneficial owner of the Outstanding Subordinated Notes,
including but not limited to the representations that (i) the undersigned is
acquiring the Subordinated Exchange Notes in the ordinary course of business of
the undersigned, (ii) the undersigned is not participating, does not intend to
participate, and has no arrangement of understanding with any person to
participate, in the distribution of Subordinated Exchange Notes, (iii) the
undersigned acknowledges that any person participating in the Subordinated Notes
Exchange Offer for the purpose of distributing the Subordinated Exchange Notes
must comply with the registration and prospectus delivery requirements of the
Securities Act of 1933, as amended (the "Securities Act"), in connection with
any resale transaction of the Subordinated Exchange Notes acquired by such
person and cannot rely on the position of the Staff of the Securities and
Exchange Commission set forth in certain no-action letters (see the section of
the Prospectus entitled "The Senior Subordinated Exchange Offer -- Resale of
Senior Subordinated Exchange Notes"), (iv) the undersigned understands that a
secondary resale transaction described in clause (iii) above should be covered
by an effective registration statement containing the selling securityholder
information required by Item 507 of Regulation S-K of the Commission, (v) the
undersigned is not an "affiliate," as defined in Rule 405 under the Securities
Act, of the Subordinated Notes Issuers, (vi) if the undersigned is not a
broker-dealer, that it is not participating in, does not intend to participate
in, and has no arrangement or understanding with any person to participate in,
the distribution of Subordinated Exchange Notes and (vii) if the undersigned is
a broker-dealer that will receive Subordinated Exchange Notes for its own
account in exchange for Outstanding Subordinated Notes that were acquired as a
result of market-making activities or other trading activities, it acknowledges
that it will deliver a prospectus meeting the requirements of the Securities Act
in connection with any
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resale of such Subordinated Exchange Notes received in respect of such
Outstanding Subordinated Notes pursuant to the Subordinated Notes Exchange
Offer, however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act; (b) to agree, on behalf of the undersigned, as
set forth in the Letter of Transmittal; and (c) to take such other action as
necessary under the Prospectus or the Letter of Transmittal to effect the valid
tender of Outstanding Subordinated Notes.
SIGN HERE
Dated ------------------------------ , 200
Signature(s)
- --------------------------------------------------------------------------------
Print Name(s)
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(PLEASE INCLUDE ZIP CODE)
Telephone Number
- --------------------------------------------------------------------------------
(PLEASE INCLUDE AREA CODE)
Tax Identification Number
- --------------------------------------------------------------------------------
(SOCIAL SECURITY NUMBER OR EMPLOYER IDENTIFICATION NUMBER)
My Account Number With You
- --------------------------------------------------------------------------------
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INSTRUCTIONS TO REGISTERED HOLDER
FROM BENEFICIAL OWNER
OF
11 1/4% SENIOR DISCOUNT NOTES DUE 2015
The undersigned hereby acknowledges receipt of the Prospectus dated
, 200 (as the same may be amended or supplemented from time to time,
the "Prospectus"), and a Letter of Transmittal (the "Letter of Transmittal"),
relating to the offer (the "Discount Notes Exchange Offer") by Vanguard Health
Holding Company I, LLC ("VHS Holdco I") and Vanguard Holding Company I, Inc.
(the "Discount Notes Co-Issuer" and with VHS Holdco I, the "Discount Notes
Issuers") to exchange $1,000 in principal amount of the Discount Notes Issuers'
new 11 1/4% Senior Discount Notes due 2015 (the "Discount Exchange Notes"),
guaranteed by Vanguard Health Systems, Inc., for each $1,000 in principal amount
of outstanding 11 1/4% Senior Discount Notes due 2015 (the "Outstanding Discount
Notes"), guaranteed by Vanguard, upon the terms and subject to the conditions
set forth in the Prospectus and Letter of Transmittal. Capitalized terms used
but not defined herein have the meanings ascribed to them in the Prospectus.
This will instruct you, the registered holder, as to the action to be taken
by you relating to the Discount Notes Exchange Offer with respect to the
Outstanding Discount Notes held by you for the account of the undersigned.
The aggregate face amount of the Outstanding Discount Notes held by you for
the account of the undersigned is (fill in amount):
$ of the Outstanding Discount Notes.
With respect to the Discount Notes Exchange Offer, the undersigned hereby
instructs you (check appropriate box):
[ ] To TENDER the following Outstanding Discount Notes held by you for the
account of the undersigned
(insert principal amount of Outstanding Discount Notes to be tendered, if
any):
$ of the Outstanding Discount Notes.
[ ] NOT to TENDER any Outstanding Discount Notes held by you for the
account of the undersigned.
If the undersigned instructs you to tender the Outstanding Discount Notes
held by you for the account of the undersigned, it is understood that you are
authorized (a) to make, on behalf of the undersigned (and the undersigned, by
its signature below, hereby makes to you), the representations and warranties
contained in the Letter of Transmittal that are to be made with respect to the
undersigned as a beneficial owner of the Outstanding Discount Notes, including
but not limited to the representations that (i) the undersigned is acquiring the
Discount Exchange Notes in the ordinary course of business of the undersigned,
(ii) the undersigned is not participating, does not intend to participate, and
has no arrangement of understanding with any person to participate, in the
distribution of Discount Exchange Notes, (iii) the undersigned acknowledges that
any person participating in the Discount Notes Exchange Offer for the purpose of
distributing the Discount Exchange Notes must comply with the registration and
prospectus delivery requirements of the Securities Act of 1933, as amended (the
"Securities Act"), in connection with any resale transaction of the Discount
Exchange Notes acquired by such person and cannot rely on the position of the
Staff of the Securities and Exchange Commission set forth in certain no-action
letters (see the section of the Prospectus entitled "The Senior Discount
Exchange Offer -- Resale of Senior Discount Exchange Notes"), (iv) the
undersigned understands that a secondary resale transaction described in clause
(iii) above should be covered by an effective registration statement containing
the selling securityholder information required by Item 507 of Regulation S-K of
the Commission, (v) the undersigned is not an "affiliate," as defined in Rule
405 under the Securities Act, of the Discount Notes Issuers, (vi) if the
undersigned is not a broker-dealer, that it is not participating in, does not
intend to participate in, and has no arrangement or understanding with any
person to participate in, the distribution of Discount Exchange Notes and (vii)
if the undersigned is a broker-dealer that will receive Discount Exchange Notes
for its own account in exchange for Outstanding Discount Notes that were
acquired as a result of market-making activities 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 Discount Exchange Notes
received in respect of such Outstanding Discount Notes pursuant to the Discount
Notes Exchange Offer, however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act; (b) to agree, on behalf
of the undersigned, as set forth in the
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Letter of Transmittal; and (c) to take such other action as necessary under the
Prospectus or the Letter of Transmittal to effect the valid tender of
Outstanding Discount Notes.
SIGN HERE
Dated ------------------------------ , 200
Signature(s)
- --------------------------------------------------------------------------------
Print Name(s)
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(PLEASE INCLUDE ZIP CODE)
Telephone Number
- --------------------------------------------------------------------------------
(PLEASE INCLUDE AREA CODE)
Tax Identification Number
- --------------------------------------------------------------------------------
(SOCIAL SECURITY NUMBER OR EMPLOYER IDENTIFICATION NUMBER)
My Account Number With You
- --------------------------------------------------------------------------------
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