Exhibit 99.3
LIFEPOINT HOSPITALS HOLDINGS, INC.
OFFER TO EXCHANGE
Its
10 3/4% Series B Senior Subordinated Notes due 2009
for any and all of its outstanding
10 3/4% Senior Subordinated Notes due 2009
To Our Clients:
Enclosed for your consideration are the Prospectus, dated , 1999
(the "Prospectus") and the related Letter of Transmittal (which together with
the Prospectus constitute the "Exchange Offer") in connection with the offer
by LifePoint Hospitals Holdings, Inc., a Delaware corporation (the "Company"),
to exchange its outstanding 10 3/4% Series B Senior Subordinated Notes due
2009 (the "Fixed Rate Notes") (the "Exchange Notes") for any and all of the
outstanding 10 3/4% Senior Subordinated Notes due 2009 (the "Old Notes"), upon
the terms and subject to the conditions set forth in the Exchange Offer.
We are the Registered Holders of Old Notes held for your account. An
exchange of the Old Notes can be made only by us as the Registered Holders and
pursuant to your instructions. The Letter of Transmittal is furnished to you
for your information only and cannot be used by you to exchange the Old Notes
held by us for your account. The Exchange Offer provides a procedure for
holders to tender by means of guaranteed delivery.
We request information as to whether you wish us to exchange any or all
of the Old Notes held by us for your account upon the terms and subject to the
conditions of the Exchange Offer.
Your attention is directed to the following:
1. The Exchange Notes will be exchanged for the Old Notes at the
rate of $1,000 principal amount of Exchange Notes for each $1,000
principal amount of Old Notes. Interest on the Exchange Notes issued
pursuant to the Exchange Offer will accrue from the last interest payment
date on which interest was paid on the Old Notes surrendered in exchange
therefor or, if no interest has been paid, from the original date of
issuance of the Old Notes. Interest on the Exchange Notes is payable
semi-annually on each May 15 and November 15, commencing November 15,
1999. The Exchange Notes will bear interest (as do the Old Notes) at a
rate equal to 10 3/4% per annum. The form and terms of the Exchange Notes
are identical in all material respects to the form and terms of the Old
Notes, except that (i) the offering of the Exchange Notes has been
registered under the Securities Act of 1933, as amended (the "Securities
Act"), (ii) the Exchange Notes will not be subject to transfer
restrictions and (iii) certain provisions relating to an increase in the
stated interest rate on the Old Notes provided for under certain
circumstances will be eliminated.
2. Based on an interpretation by the staff of the Securities and
Exchange Commission, Exchange Notes issued pursuant to the Exchange Offer
in exchange for Old Notes may be offered for resale, resold and otherwise
transferred by holders thereof (other than any such holder which is an
"affiliate" of the Company within the meaning of Rule 405 under the
Securities Act or a "broker" or "dealer" registered under the Securities
Exchange Act of 1934, as amended) without compliance with the
registration and prospectus delivery provisions of the Securities Act,
provided that such Exchange Notes are acquired in the ordinary course of
such holders' business and such holders have no arrangement or
understanding with any person to participate in the distribution of such
Exchange Notes. See the discussion in the Prospectus under "The Exchange
Offer--Purpose and Effect of the Exchange Offer."
3. The Exchange Offer is not conditioned on any minimum principal
amount of Old Notes being tendered.
4. Notwithstanding any other term of the Exchange Offer, the Company
will not be required to accept for exchange, or exchange Exchange Notes
for, any Old Notes not theretofore accepted for exchange, and may
terminate or amend the Exchange Offer as provided herein before the
acceptance of such Old Notes, if any of the conditions described in the
Prospectus under "The Exchange Offer--Conditions to the Exchange Offer"
exist.
5. Tendered Old Notes may be withdrawn at any time prior to 5:00
p.m., New York City time, on , 1999.
6. Any transfer taxes applicable to the exchange of the Old Notes
pursuant to the Exchange Offer will be paid by the Company, except as
otherwise provided in the Prospectus under "The Exchange Offer--
Solicitation of Tenders; Fees and Expenses" and in Instruction 9 of the
Letter of Transmittal.
If you wish to have us tender any or all of your Old Notes, please so
instruct us by completing, detaching and returning to us the instruction form
attached hereto. An envelope to return your instructions is enclosed. If you
authorize a tender of your Old Notes, the entire principal amount of Old Notes
held for your account will be tendered unless otherwise specified on the
instruction form. Your instructions should be forwarded to us in ample time to
permit us to submit a tender on your behalf by the Expiration Date.
The Exchange Offer is not being made to, nor will tenders be accepted
from or on behalf of, (i) holders of the Old Notes in any jurisdiction in
which the making of the Exchange Offer or acceptance thereof would not be in
compliance with the laws of such jurisdiction or would otherwise not be in
compliance with any provision of any applicable security law and (ii) holders
of Old Notes who are affiliates of the Company.
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