EXHIBIT 99.5
INSPIRE INSURANCE SOLUTIONS, INC.
12,547,927 SHARES OF COMMON STOCK
ISSUABLE UPON EXERCISE OF SUBSCRIPTION RIGHTS
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THE SUBSCRIPTION RIGHTS ARE EXERCISABLE UNTIL 5:00 P.M. EASTERN STANDARD TIME
ON JANUARY 9, 2002 UNLESS EXTENDED.
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December 10, 2001
To: Securities Dealers, Commercial Banks, Trust Companies, and Other Nominees
This letter is being distributed to securities dealers, commercial
banks, trust companies and other nominees in connection with the offering by
INSpire Insurance Solutions, Inc. of an aggregate of 12,547,927 shares of Common
Stock, par value $0.01 per share ("Common Stock"), of INSpire Insurance
Solutions, at a subscription price of $.40 per share of Common Stock (the
"Subscription Price"), pursuant to the exercise of non-transferable subscription
rights ("Subscription Rights") initially distributed to all holders of record of
shares of INSpire Insurance Solution's Common Stock as of the close of business
on December 3, 2001. Each Subscription Right also carries the right to
oversubscribe at the Subscription Price for an unlimited number of additional
shares of Common Stock (to the extent available, subject to proration). The
Subscription Rights are described in the enclosed prospectus and evidenced by a
Subscription Certificate registered in your name or in the name of your nominee.
Each beneficial owner of shares of Common Stock registered in your name
or the name of your nominee is entitled to .66 Subscription Rights for each
share of Common Stock owned by such beneficial owner. Shareholders will not
receive fractional Subscription Rights, but instead Subscription Rights will be
rounded up to the next largest full Subscription Right.
We are asking you to contact your clients for whom you hold shares of
Common Stock registered in your name or in the name of your nominee to obtain
instructions with respect to the Subscription Rights.
Enclosed are copies of the following documents for you to use:
1. Prospectus;
2. Form of Letter from INSpire Insurance Solutions to its Shareholders;
3. Instructions for Use of INSpire Insurance Solutions Subscription
Certificates;
4. Notice of Guaranteed Delivery;
5. A form letter which may be sent to your clients for whose accounts
you hold Common Stock registered in your name or in the name of your nominee;
6. Beneficial Owner Election Form, on which you may obtain your
clients' instructions with regard to the Subscription Rights;
7. Nominee Holder Certification Form; and
8. Return Envelope addressed to Mellon Investor Services LLC as
Subscription Agent.
Your prompt action is requested. The Subscription Rights will expire at
5:00 P.M., Eastern Standard Time, on January 9, 2002 (as it may be extended, the
"Expiration Date").
To exercise Subscription Rights, properly completed and executed
Subscription Certificates and payment in full for all Subscription Rights
exercised must be delivered to the Subscription Agent as indicated in the
prospectus prior to the Expiration Date, unless the guaranteed delivery
procedures described in the prospectus are followed in lieu of delivery of a
Subscription Certificate prior to the Expiration Date.
Additional copies of the enclosed materials may be obtained by
contacting Mellon Investor Services LLC toll free at (000) 000-0000, or INSpire
Insurance Solutions' Chief Financial Officer, Xxxxxxx Xxxxx, at (000) 000-0000.
Sincerely,
Xxxxxxx Xxxxxx
President and Chief Executive Officer
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
PERSON AS AN AGENT OF INSPIRE INSURANCE SOLUTIONS, THE SUBSCRIPTION AGENT OR ANY
OTHER PERSON MAKING OR DEEMED TO BE MAKING OFFERS OF THE COMMON STOCK ISSUABLE
UPON VALID EXERCISE OF THE RIGHTS, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE
ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE OFFERING EXCEPT FOR
STATEMENTS MADE IN THE PROSPECTUS.
