EXHIBIT 99.3
ALPHA NATURAL RESOURCES, LLC
ALPHA NATURAL RESOURCES CAPITAL CORP.
OFFER TO EXCHANGE
THE ISSUERS' 10% SENIOR NOTES DUE 2012
WHICH HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED
FOR
ANY AND ALL OUTSTANDING 10% SENIOR NOTES DUE 2012
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON ,
2005, UNLESS EXTENDED BY THE ISSUERS IN THEIR SOLE DISCRETION
, 2005
To Our Clients:
Enclosed for your consideration are a Prospectus, dated , 2005
(as the same may be amended or supplemented from time to time, the
"Prospectus"), and a Letter of Transmittal (the "Letter of Transmittal"),
relating to the offer (the "Exchange Offer") by Alpha Natural Resources, LLC, a
Delaware limited liability company (the "Company"), Alpha Natural Resources
Capital Corp., a Delaware corporation ("Alpha Capital" and together with the
Company, the "Issuers"), and the Company's subsidiaries other than Alpha Capital
and certain of its parent companies (each, a "Guarantor" and, collectively, the
"Guarantors"), to exchange (the "Exchange Offer") up to $175,000,000 aggregate
principal amount of the Issuers' 10% Senior Notes due 2012 that have been
registered under the Securities Act of 1933, as amended, as guaranteed by the
Guarantors (collectively, the "Exchange Notes"), for any and all of the Issuers'
outstanding 10% Senior Notes due 2012, guaranteed by the Guarantors
(collectively, the "Outstanding Notes") in integral multiples of $1,000 upon the
terms and subject to the conditions of the enclosed Prospectus and the enclosed
Letter of Transmittal. The terms of the Exchange Notes are identical in all
material respects (including principal amount, interest rate and maturity) to
the terms of the Outstanding Notes for which they may be exchanged pursuant to
the Exchange Offer, except that the Exchange Notes are freely transferable by
holders thereof, upon the terms and subject to the conditions of the enclosed
Prospectus and the related Letter of Transmittal. The Issuers will accept for
exchange any and all Outstanding Notes properly tendered according to the terms
of the Prospectus and the Letter of Transmittal. Consummation of the Exchange
Offer is subject to certain conditions described in the Prospectus.
The enclosed materials are being forwarded to you as the beneficial owner
of the Outstanding Notes held by us for your account but not registered in your
name. A tender of such Outstanding Notes may only be made by us as the
registered holder and pursuant to your instructions. Therefore, the Issuers urge
beneficial owners of Outstanding Notes registered in the name of a broker,
dealer, commercial bank, trust company or other nominee to contact such
registered holder promptly if such beneficial owners wish to tender their
Outstanding Notes in the Exchange Offer.
Accordingly, we request instructions as to whether you wish to tender any
or all such Outstanding Notes held by us for your account, pursuant to the terms
and conditions set forth in the enclosed Prospectus and Letter of Transmittal.
If you wish to have us do so, please so instruct us by completing, signing and
returning to us the "Instructions to Registered Holder from Beneficial Owner"
form that appears on the reverse side hereof. We urge you to read carefully the
Prospectus and the Letter of Transmittal before instructing us as to whether or
not to tender your Outstanding Notes.
The accompanying Letter of Transmittal is furnished to you for your
information only and may not be used by you to tender Outstanding Notes held by
us and registered in our name for your account or benefit.
If we do not receive written instructions in accordance with the below and
the procedures presented in the Prospectus and the Letter of Transmittal, we
will not tender any of the Outstanding Notes on your account.
2
INSTRUCTIONS TO REGISTERED HOLDER FROM BENEFICIAL OWNER
The undersigned beneficial owner acknowledges receipt of your letter and
the accompanying Prospectus dated , 2005 (as the same may be amended
or supplemented from time to time, the "Prospectus"), and a Letter of
Transmittal (the "Letter of Transmittal"), relating to the offer (the "Exchange
Offer") by Alpha Natural Resources, LLC, a Delaware limited liability company
(the "Company"), Alpha Natural Resources Capital Corp., a Delaware corporation
("Alpha Capital" and together with the Company, the "Issuers"), and the
Company's subsidiaries other than Alpha Capital and certain of its parent
companies (each, a "Guarantor" and collectively, the "Guarantors"), to exchange
up to $175,000,000 aggregate principal amount of the Issuers' 10% Senior Notes
due 2012 that have been registered under the Securities Act of 1933, as amended,
as guaranteed by the Guarantors (collectively, the "Exchange Notes"), for any
and all of the Issuers' outstanding 10% Senior Notes due 2012, guaranteed by the
Guarantors (collectively, the "Outstanding Notes"), upon the terms and subject
to the conditions set forth in the Prospectus and the Letter of Transmittal.
Capitalized terms used by not defined herein have the meanings ascribed to them
in the Prospectus.
This will instruct you, the registered holder, to tender the principal
amount of the Outstanding Notes indicated below held by you for the account of
the undersigned, upon the terms and subject to the conditions set forth in the
Prospectus and the Letter of Transmittal.
<Table>
<Caption>
- ------------------------------------------------------------------------------------------------------
PRINCIPAL AMOUNT HELD
FOR ACCOUNT HOLDER(S) PRINCIPAL AMOUNT TO BE TENDERED*
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
</Table>
- ---------------
* Unless otherwise indicated, the entire principal amount held for the account
of the undersigned will be tendered.
If the undersigned instructs you to tender the Outstanding Notes held by
you for the account of the undersigned, it is understood that you are authorized
(a) to make, on behalf of the undersigned (and the undersigned, by its signature
below, hereby makes to you), the representations and warranties contained in the
Letter of Transmittal that are to be made with respect to the undersigned as a
beneficial owner of the Outstanding Notes, including but not limited to the
representations that the undersigned (i) is not an "affiliate," as defined in
Rule 405 under the Securities Act, of the Issuers or the Guarantors, (ii) is not
engaged in, and does not intend to engage in, and has no arrangement or
understanding with any person to participate in, a distribution of Exchange
Notes, (iii) is acquiring the Exchange Notes in the ordinary course of its
business and (iv) is not a broker-dealer tendering Outstanding Notes acquired
for its own account directly from the Issuers. If a holder of the Outstanding
Notes is an affiliate of the Issuers or the Guarantors, is not acquiring the
Exchange Notes in the ordinary course of its business, is engaged in or intends
to engage in a distribution of the Exchange Notes or has any arrangement or
understanding with respect to the distribution of the Exchange Notes to be
acquired pursuant to the Exchange Offer, such holder may not rely on the
applicable interpretations of the staff of the Securities and Exchange
Commission relating to exemptions from the registration and prospectus delivery
requirements of the Securities Act and must comply with such requirements in
connection with any secondary resale transaction.
3
SIGN HERE
Dated: ------------------------------ , 2005
Signature(s):
- --------------------------------------------------------------------------------
Print Name(s):
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(PLEASE INCLUDE ZIP CODE)
Telephone Number:
- --------------------------------------------------------------------------------
(PLEASE
INCLUDE
AREA
CODE)
Tax Identification Number or Social Security Number:
- --------------------------------------------------------------------------------
My Account Number With You:
- --------------------------------------------------------------------------------
4