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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 |
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
Prepared by MERRILL CORPORATION |
Exhibit 99.3
Letter To Registered Holders and DTC Participants
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 TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.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
Registered Holders and Depository
Trust Company Participants:
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.
We are asking you to contact your clients for whom you hold Old Bonds registered in your name or in the name of your nominee. In addition, we ask you to contact your clients who, to your knowledge, hold Old Bonds registered in their own name.
Enclosed are copies of the following documents:
DTC participants will be able to execute tenders through the DTC Automated Tender Offer Program.
Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on [ ] 2002, unless extended by the Company. We urge you to contact your clients as promptly as possible.
You will be reimbursed by the Company for customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to your clients.
Additional copies of the enclosed material may be obtained form the Exchange Agent, at the address and telephone numbers set forth below.
Very
truly yours,
THE BANK OF NEW YORK
15 Broad Street, 16th Floor
New York, New York 10007
Attention: William Buckley
Telephone (212) 235-2352
Facsimile (212) 235-2261
Nothing 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 make any statements on behalf of either of them with respect to the Exchange Offer, except for statements expressly made in the Prospectus and the Letter of Transmittal.
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