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EXHIBIT 99.04
RELIANT ENERGY MID-ATLANTIC POWER HOLDINGS, LLC
LETTER TO CLIENTS
FOR
TENDER OF ALL OUTSTANDING
8.554% SERIES A PASS THROUGH 9.237% SERIES B PASS THROUGH 9.681% SERIES C PASS THROUGH
CERTIFICATES DUE 2005 CERTIFICATES DUE 2017 CERTIFICATES DUE 2026
IN EXCHANGE FOR REGISTERED IN EXCHANGE FOR REGISTERED IN EXCHANGE FOR REGISTERED
8.554% SERIES A EXCHANGE PASS 9.237% SERIES B EXCHANGE PASS 9.681% SERIES C EXCHANGE PASS
THROUGH CERTIFICATES DUE 2005 THROUGH CERTIFICATES DUE 2017 THROUGH CERTIFICATES DUE 2026
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EACH EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MARCH ,
2001, UNLESS EXTENDED (THE "EXPIRATION DATE"). OUTSTANDING CERTIFICATES TENDERED
IN SUCH EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK
CITY TIME, ON THE EXPIRATION DATE FOR SUCH EXCHANGE OFFER.
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To Our Clients:
We are enclosing with this letter a prospectus dated , 2001 of
Reliant Energy Mid-Atlantic Power Holdings, LLC (the "Company"), Reliant Energy
Maryland Holdings, LLC, Reliant Energy Northeast Management Company, Reliant
Energy Mid-Atlantic Power Services, Inc. and Reliant Energy New Jersey Holdings,
LLC and the related letter of transmittal. These two documents together
constitute the Company's offer to exchange its 8.554% Series A Exchange Pass
Through Certificates due 2005, 9.237% Series B Exchange Pass Through
Certificates due 2017 and 9.681% Series C Exchange Pass Through Certificates due
2026 (collectively, the "Exchange Certificates"), the issuance of which has been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
for a like principal amount of its issued and outstanding 8.554% Series A Pass
Through Certificates due 2005, 9.237% Series B Pass Through Certificates due
2017 and 9.681% Series C Pass Through Certificates due 2026 (collectively, the
"Original Certificates"), respectively, which offer consists of separate,
independent offers to exchange the Exchange Certificates of each series for
Original Certificates of that series (each an "Exchange Offer" and sometimes
collectively referred to herein as the "Exchange Offer").
No Exchange Offer for Original Certificates of a series is conditioned upon
any minimum aggregate principal amount of Original Certificates of such series
being tendered for exchange or upon the consummation of any other Exchange
Offer.
We are the holder of record of Original Certificates held by us for your
own account. A tender of such Original Certificates can be made only by us as
the record holder and pursuant to your instructions. The accompanying letter of
transmittal is furnished to you for your information only and cannot be used by
you to tender Original Certificates held by us for your account.
We request instructions as to whether you wish to tender any or all of the
Original Certificates held by us for your account pursuant to the terms and
conditions of the Exchange Offer. We also request that you confirm that we may
on your behalf make the representations contained in the letter of transmittal.
Pursuant to the letter of transmittal, each holder of Original Certificates
will represent to the Company that (i) any Exchange Certificates received are
being acquired in the ordinary course of business of the person receiving such
Exchange Certificates, and (ii) such person is not an "affiliate," as defined in
Rule 405 under the Securities Act, of the Company or, if it is such an
affiliate, it will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable. In addition, each
holder of Original Certificates will represent to the Company that (i) if such
person is not a broker-dealer, it is not
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engaged in, and does not intend to engage in, a distribution of Exchange
Certificates and (ii) if such person is a broker-dealer that will receive
Exchange Certificates for its own account in exchange for Original Certificates
that were acquired as a result of market-making activities or other trading
activities, it will deliver a prospectus in connection with any resale of such
Exchange Certificates; however, by so acknowledging and by delivering a
prospectus, it will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act.
Very truly yours,
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PLEASE RETURN YOUR INSTRUCTIONS TO US IN THE ENCLOSED ENVELOPE WITHIN AMPLE
TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE APPLICABLE
EXPIRATION DATE.
INSTRUCTION TO
BOOK-ENTRY TRANSFER PARTICIPANT
To Participant of the DTC:
The undersigned hereby acknowledges receipt and review of the prospectus
dated February , 2001 of Reliant Energy Mid-Atlantic Power Holdings, LLC (the
"Company"), Reliant Energy Maryland Holdings, LLC, Reliant Energy Northeast
Management Company, Reliant Energy Mid-Atlantic Power Services, Inc. and Reliant
Energy New Jersey Holdings, LLC and the related letter of transmittal. These two
documents together constitute the Company's offer to exchange its 8.554% Series
A Exchange Pass Through Certificates due 2005, 9.237% Series B Exchange Pass
Through Certificates due 2017 and 9.681% Series C Exchange Pass Through
Certificates due 2026 (collectively, the "Exchange Certificates"), the issuance
of which has been registered under the Securities Act of 1933, as amended (the
"Securities Act"), for a like principal amount of its issued and outstanding
8.554% Series A Pass Through Certificates due 2005, 9.237% Series B Pass Through
Certificates due 2017 and 9.681% Series C Pass Through Certificates due 2026
(collectively, the "Original Certificates"), respectively, which offer consists
of separate, independent offers to exchange the Exchange Certificates of each
series for Original Certificates of that series (each "an Exchange Offer" and
sometimes collectively referred to herein as the "Exchange Offer").
This will instruct you, the registered holder and DTC participant, as to
the action to be taken by you relating to the Exchange Offer for the Original
Certificates held by you for the account of the undersigned.
The aggregate principal amount of the Original Certificates of each series
held by you for the account of the undersigned is (fill in amount):
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TITLE OF SERIES PRINCIPAL AMOUNT
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8.554% Series A Pass Through
Certificates due 2005
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9.237% Series B Pass Through
Certificates due 2017
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9.681% Series C Pass Through
Certificates due 2026
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With respect to the Exchange Offer, the undersigned hereby instructs you
(check appropriate box):
[ ] To TENDER all Original Certificates held by you for the account of the
undersigned.
[ ] To TENDER the following amount of Original Certificates held by you for the
account of the undersigned:
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TITLE OF SERIES PRINCIPAL AMOUNT TENDERED
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8.554% Series A Pass Through
Certificates due 2005
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9.237% Series B Pass Through
Certificates due 2017
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9.681% Series C Pass Through
Certificates due 2026
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[ ] NOT to TENDER any Original Certificates held by you for the account of the
undersigned.
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IF NO BOX IS CHECKED, A SIGNED AND RETURNED INSTRUCTION TO BOOK-ENTRY
TRANSFER PARTICIPANT WILL BE DEEMED TO INSTRUCT YOU TO TENDER ALL ORIGINAL
CERTIFICATES HELD BY YOU FOR THE ACCOUNT OF THE UNDERSIGNED.
If the undersigned instructs you to tender the Original Certificates of a
series held by you for the account of the undersigned, it is understood that you
are authorized to make, on behalf of the undersigned (and the undersigned, by
its signature below, hereby makes to you), the representations contained in the
letter of transmittal that are to be made with respect to the undersigned as a
beneficial owner, including, but not limited to, the representations that (i)
any Exchange Certificates received are being acquired in the ordinary course of
business of the undersigned; (ii) the undersigned is not an "affiliate," as
defined in Rule 405 under the Securities Act, of the Company or, if it is such
an affiliate, it will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable; (iii) if the
undersigned is not a broker-dealer, it is not engaged in, and does not intend to
engage in, a distribution of Exchange Certificates and (iv) if the undersigned
is a broker-dealer that will receive Exchange Certificates for its own account
in exchange for Original Certificates that were acquired as a result of
market-making activities or other trading activities, it will deliver a
prospectus in connection with any resale of such Exchange Certificates; however,
by so acknowledging and by delivering a prospectus, the undersigned will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act.
SIGN HERE
Name of beneficial owner(s): ---------------------------------------------------
Signature(s): ------------------------------------------------------------------
Name(s) (please print): --------------------------------------------------------
Address: -----------------------------------------------------------------------
Telephone Number: --------------------------------------------------------------
Taxpayer Identification or Social Security Number: -----------------------------
Date: --------------------------------------------------------------------------
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