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Northeast Generation Co – ‘S-4’ on 12/6/01 – EX-99.4

On:  Thursday, 12/6/01   ·   Accession #:  912057-1-542226   ·   File #:  333-74636

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/06/01  Northeast Generation Co           S-4                   35:4.7M                                   Merrill Corp/FA

Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a              HTML   1.90M 
                          Business-Combination Transaction                       
 2: EX-1.1      Purchase Agreement                                    29    130K 
 3: EX-3.1      Certificate of Incorporation                           2     17K 
 4: EX-3.2      By-Laws                                                7     29K 
 5: EX-4.1      Indenture                                             75    343K 
 6: EX-4.2      First Supplemental Indenture                          95    318K 
 7: EX-4.3      Form of Series A-1 Bond                               10     34K 
 8: EX-4.4      Form of Series B-1 Bond                               10     36K 
 9: EX-4.5      Registration Rights Agreement                         24    107K 
10: EX-5.1      Opinion re: Legality                                   2     16K 
11: EX-10.1     Power Purchase and Sales Agreement                    44    112K 
23: EX-10.10    Interconnection Agreement With Wmeco                  47    182K 
24: EX-10.11    (800) 688 - 1933                                      59    249K 
25: EX-10.12    Purchase and Sales Agreement Wmeco                    57    239K 
26: EX-10.13    Form of Exchange Agent Agreement                       9     39K 
12: EX-10.2     Guaranty                                              10     41K 
13: EX-10.3     Consent and Agreement                                  8     39K 
14: EX-10.4     Security Agreement                                    17     68K 
15: EX-10.5     Form of Mortgage                                      22     87K 
16: EX-10.6     Management and Operation Agreement                    44    120K 
17: EX-10.6(1)  (800) 688 - 1933                                       2     16K 
18: EX-10.7     Service Contract                                       9     36K 
19: EX-10.7(1)  Renewal of Service Contract                            2     17K 
20: EX-10.8     Tax Allocation Agreement                               8     38K 
21: EX-10.8-1   First Amendment to Tax Allocation Agreement           11     41K 
22: EX-10.9     (800) 688 - 1933                                      47    181K 
27: EX-12       Ratio of Earnings to Fixed Charges                     1     13K 
28: EX-23.1     Consent of Arthur Andersen                             1     11K 
29: EX-23.3     (800) 688 - 1933                                       2±    15K 
30: EX-23.4     Consent of Pa Consulting Services                      2±    14K 
31: EX-25.1     Form T-1                                               7     26K 
32: EX-99.1     Letter of Transmittal                               HTML     71K 
33: EX-99.2     Notice of Guaranteed Delivery                       HTML     26K 
34: EX-99.3     Brokers Letter                                      HTML     16K 
35: EX-99.4     Client Letter                                       HTML     22K 


EX-99.4   —   Client Letter


This exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  Prepared by MERRILL CORPORATION  

Exhibit 99.4

Letter To Beneficial Holders
REGARDING THE OFFER TO EXCHANGE

     Any and All Outstanding 4.998% Series A Senior Secured Bonds Due 2005
for 4.998% Series A-1 Senior Secured Bonds Due 2005
and
Any and All Outstanding 8.812% Series B Senior Secured Bonds Due 2026
for 8.812% Series B-1 Senior Secured Bonds Due 2026
of
NORTHEAST GENERATION COMPANY

Pursuant to the Prospectus Dated [       ], 2001



THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [      ], 2002, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.


[      ], 2001

To Our Clients:

    Enclosed for your consideration is a Prospectus dated [      ], 2001 (the "Prospectus") and a Letter of Transmittal (the "Letter of Transmittal") that together constitute the offer (the "Exchange Offer") by Northeast Generation Company, a Connecticut corporation (the "Company"), to exchange up to $120,000,000 in principal amount of its 4.998% Series A-1 Senior Secured Bonds due 2005 (the "Series A-1 Bonds") and up to $320,000,000 in principal amount of its 8.812% Series B-1 Senior Secured Bonds due 2005 (the "Series B Bonds", and collectively with the Series A-1 Bonds, the "Exchange Bonds"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for any and all outstanding 4.998% Series A Senior Secured Bonds due 2005 (the "Series A Bonds") and any and all outstanding 8.812% Series B Senior Secured Bonds due 2026 (the "Series B Bonds", and collectively with the Series A Bonds, the "Old Bonds"), issued and sold in a transaction exempt from registration under the Securities Act, upon the terms and conditions set forth in the Prospectus. The Prospectus and Letter of Transmittal more fully describe the Exchange Offer.

    These materials are being forwarded to you as the beneficial owner of Old Bonds carried by us for your account or benefit but not registered in your name. A tender of any Old Bonds may be made only by us as the registered holder and pursuant to your instructions. Therefore, the Company urges beneficial owners of Old Bonds registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such registered holder promptly if they wish to tender Old Bonds in the Exchange Offer.

    Accordingly, we request instructions as to whether you wish us to tender any or all of your Old Bonds, pursuant to the terms and conditions set forth in the Prospectus and Letter of Transmittal. We urge you to read carefully the Prospectus and Letter of Transmittal before instructing us to tender your Old Bonds.

    Your instructions to us should be forwarded as promptly as possible in order to permit us to tender Old Bonds on your behalf in accordance with the provisions of the Exchange Offer. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [      ], 2002. Old Bonds tendered pursuant to the Exchange Offer may be withdrawn, subject to the procedures described in the Prospectus, at any time prior to the Expiration Date.


    If you wish to have us tender any or all of your Old Bonds held by us for your account or benefit, please so instruct us by completing, executing and returning to us the instruction form that appears below. The accompanying Letter of Transmittal is furnished to you for informational purposes only and may not be used by you to tender Old Bonds held by us and registered in our name for your account or benefit.

INSTRUCTION TO REGISTERED HOLDER
FROM BENEFICIAL OWNER
OF 4.998% SERIES A SENIOR SECURED BONDS DUE 2005 AND/OR
8.812% SERIES B SENIOR SECURED BONDS DUE 2026
OF NORTHEAST GENERATION COMPANY

    The undersigned acknowledge(s) receipt of your letter and the enclosed materials referred to therein relating to the Exchange Offer of the Company.

    This will instruct you to tender the principal amount of Old Bonds indicated below held by you for the account or benefit of the undersigned, pursuant to the terms of and conditions set forth in the Prospectus and the Letter of Transmittal.

    The aggregate face amount of the Old Bonds held by you for the account of the undersigned is (fill in amount):

$  
  of the 4.998% Series A Senior Secured Bonds due 2005.
$  
  of the 8.812% Series B Senior Secured Bonds due 2026.

    With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

/ / To TENDER the following Old Bonds held by you for the account of the undersigned (insert principal amount of Old Bonds to be tendered, if any):

$  
  of the 4.998% Series A Senior Secured Bonds due 2005.
$  
  of the 8.812% Series B Senior Secured Bonds due 2026.

/ / NOT to TENDER any Old Bonds held by you for the account of the undersigned.

    If the undersigned instructs you to tender the Old Bonds held by you for the account of the undersigned, it is understood that you are authorized:

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Name of Beneficial Owner(s)

 


Signature(s)

 


Name(s) (please print)

 


Address

 


Principal place of business (if different from address listed above)

 


Telephone Number(s)

 


Taxpayer Identification or Social Security Number(s)

 


Date

 

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Filing Submission 0000912057-01-542226   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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