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CONTINENTAL STOCK TRANSFER & TRUST COMPANY
U.S. PHYSICAL THERAPY, INC.
OFFER TO PURCHASE FOR CASH UP TO 500,000 SHARES
OF ITS COMMON STOCK AT $11.00 PER SHARE
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THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON THURSDAY, AUGUST 10, 2000, UNLESS THE
OFFER IS EXTENDED.
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JULY 11, 2000
TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES:
In our capacity as Depositary, we are enclosing the material listed below
relating to the offer of U.S. Physical Therapy, Inc., a Nevada corporation
("U.S. Physical Therapy"), to purchase up to 500,000 shares of its common
stock, $.01 par value (the "Shares"), at a price of $11.00 per share in cash
(the "Purchase Price") upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated July 11, 2000 (the "Offer to Purchase"), and in
the related Letter of Transmittal (which, as amended from time to time,
together constitute the "Offer").
U.S. Physical Therapy will purchase all Shares properly tendered and not
validly withdrawn, upon the terms and subject to the conditions of the Offer,
including the provisions relating to proration and conditional tender
provisions described in the Offer to Purchase. See Section 1 of the Offer to
Purchase.
The Purchase Price will be paid in cash with respect to all Shares
purchased.
All Shares tendered and not purchased pursuant to the Offer, including
Shares not purchased because of proration or conditional tender, will be
returned at U.S. Physical Therapy's expense as promptly as practicable
following the Expiration Date.
THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE
SECTION 7 OF THE OFFER TO PURCHASE.
We are asking you to contact your clients for whom you hold Shares
registered in your name (or in the name of your nominee) or who hold Shares
registered in their own names. Please bring the Offer to their attention as
promptly as possible. U.S. Physical Therapy will, upon request, reimburse you
for reasonable and customary handling and mailing expenses incurred by you in
forwarding any of the enclosed materials to your clients.
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For your information and for forwarding to your clients, we are
enclosing the following documents:
l. The Offer to Purchase.
2. The Letter of Transmittal for your use and for the information of
your clients.
3. A letter to the stockholders of U.S. Physical Therapy from the
Chairman of U.S. Physical Therapy.
4. The Notice of Guaranteed Delivery to be used to accept the Offer
if the Shares and all other required documents cannot be delivered to the
Depositary by the Expiration Date (each as defined in the Offer to
Purchase).
5. A letter that may be sent to your clients for whose accounts you
hold Shares registered in your name or in the name of your nominee, with
space for obtaining such clients' instructions with regard to the Offer.
6. A return envelope addressed to Continental Stock Transfer & Trust
Company, the Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON THURSDAY, AUGUST 10, 2000, UNLESS THE OFFER IS EXTENDED.
U.S. Physical Therapy will not pay any fees or commissions to any broker,
dealer or other person for soliciting tenders of Shares pursuant to the Offer.
U.S. Physical Therapy will, upon request, reimburse brokers, dealers,
commercial banks and trust companies for reasonable and customary handling and
mailing expenses incurred by them in forwarding materials relating to the Offer
to their customers. U.S. Physical Therapy will pay all stock transfer taxes
applicable to its purchase of Shares pursuant to the Offer, subject to
Instruction 7 of the Letter of Transmittal.
As described in the Offer to Purchase, if more than 500,000 Shares have
been validly tendered at or below the Purchase Price and not withdrawn prior to
the Expiration Date, as defined in Section l of the Offer to Purchase, U.S.
Physical Therapy will accept Shares for purchase in the following order of
priority:
(a) first, all Shares properly tendered and not validly withdrawn prior
to the Expiration Date by any stockholder who owns beneficially an aggregate of
99 or fewer Shares (excluding Shares attributable to individual accounts under
the Stock Option Plans (as defined in the Offer to Purchase)) who: (1) tenders
all such Shares beneficially owned by such Odd Lot Holder (tenders of less than
all shares owned by such stockholder will not qualify for this preference); and
(2) completes the box captioned "Odd Lots" on the Letter of Transmittal and, if
applicable, on the Notice of Guaranteed Delivery;
(b) second, after purchase of all of the foregoing shares in item (a)
above, all Shares tendered properly and unconditionally and not validly
withdrawn prior to the Expiration Date, on a pro rata basis (with appropriate
adjustments to avoid purchases of fractional shares) as described in Section 1
and Section 6 of the Offer to Purchase;
(c) third, all Shares conditionally tendered in accordance with Section
6 of the Offer to Purchase for which the condition was satisfied; and
(d) fourth, if necessary, Shares conditionally tendered for which the
condition was not satisfied initially selected by lot at random in accordance
with Section 6 of the Offer to Purchase.
THE BOARD OF DIRECTORS OF U.S. PHYSICAL THERAPY HAS APPROVED THE MAKING
OF THE OFFER. HOWEVER, STOCKHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO
TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER. NEITHER U.S. PHYSICAL
THERAPY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY STOCKHOLDER
AS TO
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WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. U.S. PHYSICAL THERAPY
HAS BEEN ADVISED THAT NONE OF ITS DIRECTORS AND ONLY ONE OF ITS EXECUTIVE
OFFICERS INTENDS TO TENDER SHARES PURSUANT TO THE OFFER.
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Questions and requests for assistance or for additional copies of this
Letter of Transmittal, the Offer to Purchase or the Notice of Guaranteed
Delivery may be directed to J. Michael Mullin, Chief Financial Officer, U.S.
Physical Therapy, Inc., 3040 Post Oak Blvd., Suite 222, Houston, Texas 77056
(telephone: (713) 297-7000).
Very truly yours,
CONTINENTAL STOCK TRANSFER &
TRUST COMPANY
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF U.S. PHYSICAL THERAPY OR THE DEPOSITARY, OR
AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON
BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS
ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
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