Exhibit 99.3
CAITHNESS COSO FUNDING CORP.
OFFER TO EXCHANGE
6.80% Series B Senior Secured Notes Due 2001
(Registered under the Securities Act of 1933)
for
Any and All of its Outstanding
6.80% Series A Senior Secured Notes Due 2001
and
9.05% Series B Senior Secured Notes Due 2009
(Registered under the Securities Act of 1933)
for
Any and All of its Outstanding
9.05% Series A Senior Secured Notes Due 2009
______________, 1999
To: Registered Holders and
The Depository Trust Company Participants:
Enclosed are the materials listed below relating to the offer by
Caithness Coso Funding Corp., a Delaware corporation (the "Company"), to
exchange its 6.80% Series B Senior Secured Notes due 2001 for any and all
outstanding 6.80% Series A Senior Secured Notes due 2001 and its 9.05% Series B
Senior Secured Notes due 2009 for any and all outstanding 9.05% Series A Senior
Secured Notes due 2009, pursuant to an offering registered under the Securities
Act of 1933, as amended (the "Securities Act"), upon the terms and subject to
the conditions set forth in the Prospectus dated October 7, 1999 of the Company
and Coso Finance Partners, a California general partnership, Coso Energy
Developers, a California general partnership, and Coso Power Developers, a
California general partnership (collectively, the "Guarantors"), and the related
Letter of Transmittal enclosed herewith (which, together with any amendments or
supplements thereto, constitute the "Exchange Offer"). The 6.80% Series A Senior
Secured Notes due 2001 and the 9.05% Series A Senior Secured Notes due 2009 are
called the "Series A Notes," and the 6.80% Series B Senior Secured Notes due
2001 and the 9.05% Series B Senior Secured Notes due 2009 are called the "Series
B Notes."
Enclosed herewith are copies of the following documents:
1. Prospectus dated October 7, 1999;
2. The blue Letter of Transmittal to tender Series A Notes for
exchange;
3. The pink Notice of Guaranteed Delivery;
4. A white Instruction to Registered Holder and/or Book-Entry Transfer
Facility Participant from Owner;
5. A yellow printed form of letter which may be sent to your clients
for whose account you hold Series A 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; and
6. A return envelope addressed to the Exchange Agent.
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 MONDAY, NOVEMBER
8, 1999, UNLESS EXTENDED.
The Exchange Offer is not conditioned upon any minimum number of Series
A Notes being tendered.
Pursuant to the Letter of Transmittal, each holder of Series A Notes
will represent to the Company and the Guarantors that (i) the holder is not an
"affiliate" of the Company, (ii) any Series B Notes to be received by it are
being acquired in the ordinary course of its business, and (iii) the holder is
not engaged in, and does not intend to engage in, a distribution of the Series B
Notes. If the tendering holder is a broker-dealer that will receive Series B
Notes for its own account in exchange for Series A Notes, you will represent on
behalf of such broker-dealer that the Series A Notes to be exchanged for the
Series B Notes were acquired by it as a result of market-making activities or
other trading activities, and acknowledge on behalf of such broker-dealer that
it will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such Series B Notes. By acknowledging that it will
deliver and by delivering a prospectus meeting the requirements of the
Securities Act in connection with any resale of such Series B Notes, such
broker-dealer is not deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
The enclosed Instruction to Registered Holder and/or Book-Entry Transfer
Facility Participant from Owner contains an authorization by the beneficial
owners of the Series A Notes for you to make the foregoing representations.
The Company will not pay any fee or commission to any broker or dealer
or to any other persons (other than the Exchange Agent) in connection with the
solicitation of tenders of Series A Notes pursuant to the Exchange Offer. The
Company will pay or cause to be paid any transfer taxes payable on the transfer
of Series A Notes to it, except as otherwise provided in Instruction 10 of the
enclosed Letter of Transmittal.
Any inquiries you may have with respect to the Exchnage Offer should be
addressed to U.S. Bank Trust National Association, the Exchange Agent, at its
address and telephone number set forth on the back cover page of the Prospectus.
Additional copies of the enclosed material may be obtained from the undersigned.
Very truly yours,
U.S. Bank Trust National Association
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE
YOU OR ANY OTHER PERSON THE AGENT OF CAITHNESS COSO FUNDING CORP., COSO FINANCE
PARTNERS, COSO ENERGY DEVELOPERS, COSO POWER DEVELOPERS OR U.S. BANK TRUST
NATIONAL ASSOCIATION OR AUTHORIZE YOU TO USE ANY DOCUMENT OR MAKE ANY STATEMENT
ON THEIR BEHALF IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS
ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
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