EXHIBIT 99.3
NE RESTAURANT COMPANY, INC.
OFFER TO EXCHANGE
10 3/4% SENIOR NOTES DUE 2008
FOR ANY AND ALL OUTSTANDING
10 3/4% SENIOR NOTES DUE 2008
_____________, 1998
TO SECURITIES DEALERS, COMMERCIAL BANKS,
TRUST COMPANIES AND OTHER NOMINEES:
NE Restaurant Company, Inc. (the "Company") is offering (the "Exchange
Offer"), upon the terms and subject to the conditions of the enclosed
prospectus, dated _____, 1998 (as the same may be amended or supplemented from
time to time, the "Prospectus"), and the enclosed letter of transmittal (the
"Letter of Transmittal"), to exchange $1,000 principal amount of its 10 3/4%
Senior Notes due 2008 (the "Exchange Notes"), which exchange has been registered
under the Securities Act of 1933, as amended (the "Securities Act"), for each
$1,000 principal amount of its outstanding 10 3/4% Senior Notes due 2008 (the
"Private Notes"), of which $100,000,000 aggregate principal amount was issued
and sold on July 20, 1998 in a transaction exempt from registration under the
Securities Act and is outstanding on the date hereof. The Company will accept
for exchange any and all Private 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.
WE ARE ASKING YOU TO CONTACT YOUR CLIENTS FOR WHOM YOU HOLD PRIVATE
NOTES REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE OR WHO HOLD PRIVATE
NOTES REGISTERED IN THEIR OWN NAMES.
The Company will not pay any fees or commissions to any broker or
dealer or other person for soliciting tenders of Private Notes pursuant to the
Exchange Offer. You will, however, be reimbursed by the Company for customary
mailing and handling expenses incurred by you in forwarding any of the enclosed
materials to your clients. The Company will pay all transfer taxes, if any,
applicable to the tender of Private Notes to it or its order, except as
otherwise provided in the Prospectus and the Letter of Transmittal.
Enclosed are copies of the following documents:
1. A form of letter which you may send, as a cover letter to
accompany the Prospectus and related materials, to your
clients for whose accounts you hold Private Notes registered
in your name or the name of your nominee, with space provided
for obtaining the clients' instructions with regard to the
Exchange Offer.
2. The Prospectus.
3. The Letter of Transmittal for your use in connection with the
tender of Private Notes and for the information of your
clients.
4. A form of Notice of Guaranteed Delivery.
5. Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
Your prompt action is requested. The Exchange Offer will expire at
5:00 P.M., New York City time, on ________, _______ 1998, unless the Exchange
Offer is extended by the Company. The time at which the Exchange Offer expires
is referred to as the "Expiration Date." Tendered Private Notes may be
withdrawn, subject to the procedures described in the Prospectus, at any time
prior to 5:00 P.M. on the Expiration Date.
To participate in the Exchange Offer, certificates for Private Notes,
or a timely confirmation of a book-entry transfer of such Private Notes into the
Exchange Agent's (as defined below) account at The Depository Trust Company,
together with a duly executed and properly completed Letter of Transmittal or
facsimile thereof, with any required signature guarantees, and any other
required documents, must be received by the Exchange Agent by the Expiration
Date as indicated in the Letter of Transmittal and the Prospectus.
If holders of the Private Notes wish to tender, but it is
impracticable for them to forward their Private Notes prior to the Expiration
Date or to comply with the book-entry transfer procedures on a timely basis, a
tender may be effected by following the guaranteed delivery procedures described
in the Prospectus under "The Exchange Offer -- Guaranteed Delivery Procedures"
and the Letter of Transmittal.
Additional copies of the enclosed material may be obtained from the
Exchange Agent, United States Trust Company of New York, by calling (800)
548-6565 directing your inquiries to Corporate Trust Services.
Very truly yours,
NE RESTAURANT COMPANY, INC.
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.