EXHIBIT 99.4
RADIOLOGIX, INC.
OFFER TO EXCHANGE UP TO
$160,000,000 10 1/2% SERIES A SENIOR NOTES DUE 2008
FOR
$160,000,000 10 1/2% SERIES B SENIOR NOTES DUE 2008
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
To Registered Holders:
We are enclosing herewith the material listed below relating to the
offer (the "Exchange Offer") by Radiologix, Inc. (the "Company") to exchange up
to $160,000,000 aggregate principal amount of its 10 1/2% Series B Senior Notes
due 2008 (the "New Notes"), which have been registered under the Securities Act
of 1933, as amended (the "Securities Act"), for $160,000,000 aggregate principal
amount of its outstanding 10 1/2% Series A Senior Notes due 2008 (the "Old
Notes"), upon the terms and subject to the conditions set forth in the
Prospectus dated ____________, 2002 and the related Letter of Transmittal.
Enclosed herewith are copies of the following documents:
1. Prospectus dated ______________, 2002;
2. Letter of Transmittal;
3. Notice of Guaranteed Delivery;
4. Instruction to Registered Holder from Beneficial
Owner; and
5. Letter to Clients, which may be sent to your clients
for whose account you hold Old Notes in your name or
in the name of your nominee, to accompany the
instruction form referred to above, for obtaining
such client's instruction with regard to the Exchange
Offer.
WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE
EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ____________,
2002 UNLESS EXTENDED BY THE COMPANY IN ITS SOLE DISCRETION.
The Exchange Offer is not conditioned upon any minimum number of Old
Notes being tendered.
Pursuant to the Letter of Transmittal, each holder of Old Notes (a
"Holder") will represent to the Company that (i) the New Notes to be acquired
pursuant to the Exchange Offer will be acquired in the ordinary course of
business of the person acquiring the New Notes, whether or not such person is
the Holder, (ii) neither the Holder nor any person receiving any New Notes
directly or indirectly from the Holder pursuant to the Exchange Offer (if not a
broker-dealer referred to in the last sentence of this paragraph) is engaging or
intends to engage in a distribution of the New Notes and none of them have any
arrangement or understanding with any person to participate in a distribution of
the New Notes, (iii) the Holder and each person receiving any New Notes directly
or indirectly from the Holder pursuant to the Exchange Offer acknowledge and
agree that any person participating in the Exchange Offer for the purpose of
distributing the New Notes (x) must comply with the registration and prospectus
delivery requirements of the Securities Act, in connection with a secondary
resale transaction of the New Notes acquired by such person and (y) cannot rely
on the position of the staff of the Securities and Exchange Commission (the
"Commission") set forth in the Exxon Capital Holdings Corporation no-action
letter (available May 13, 1988) or similar letters, (iv) the Holder and each
person receiving any New Notes pursuant to the Exchange Offer understand
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that a secondary resale transaction described in clause (iii) above should be
covered by an effective registration statement containing the selling security
holder information required by Item 507 of Regulation S-K of the Commission and
(v) neither the Holder nor any person receiving any New Notes directly or
indirectly from the Holder pursuant to the Exchange Offer is an "affiliate" of
the Company, as defined under Rule 405 under the Securities Act or, if the
undersigned is an "affiliate" of the Company, that the undersigned will comply
with the registration and prospectus delivery requirements of the Securities Act
applicable to the undersigned. If the Holder is a broker-dealer that will
receive New Notes for its own account in exchange for Old 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 New Notes received in
respect of such Old Notes pursuant to the Exchange Offer; however, by so
acknowledging and by delivering a prospectus, the Holder will not be deemed to
admit that it is an "underwriter" within the meaning of the Securities Act.
The enclosed Instruction to Registered Holder from Beneficial Owner
contains an authorization by beneficial owner of Old Notes held by you to make
the foregoing representations and warranties on behalf of such beneficial owner.
The Company will not pay any fee or commission to any broker or dealer
or to any other persons (other than the exchange agent for the Exchange Offer)
in connection with the solicitation of tenders of Old Notes pursuant to the
Exchange Offer. The Company will pay all transfer taxes, if any, applicable to
the exchange of Old Notes pursuant to the Exchange Offer, on the transfer of Old
Notes to it, except as otherwise provided in Instruction 7 of the enclosed
Letter of Transmittal.
Any inquiries you may have with respect to the Exchange Offer may be
addressed to, and additional copies of the enclosed materials may be obtained
from the Exchange Agent at:
U.S. Bank National Association
180 East Fifth Street
St. Paul, Minnesota 55101
Attention: Specialized Finance Department
Corporate Trust Services
By Facsimile: (651) 244-1537
By Telephone: (800) 934-6802
Very truly yours,
Radiologix, Inc.
NOTHING CONTAINED 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 STATEMENT ON BEHALF OF EITHER
OF THEM IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED
HEREWITH AND THE STATEMENTS CONTAINED HEREIN.
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