EXHIBIT 99.4
FORM OF LETTER TO CLIENTS
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 OUR CLIENTS:
Enclosed for your consideration is a prospectus, dated ______, 1998
(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 NE Restaurant Company, Inc. (the
"Company") 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.
This material is being forwarded to you as the beneficial owner of
Private Notes carried by us for your account or benefit but not registered in
your name. A tender of such Private Notes may only be made by us as the
registered holder and pursuant to your instructions. Therefore, the Company
urges beneficial owners of Private 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 Private
Notes in the Exchange Offer.
Accordingly, we request instructions as to whether you wish us to
tender any or all such Private Notes held by us for your account, pursuant to
the terms and conditions set forth in the enclosed Prospectus and Letter of
Transmittal. However, we urge you to read the Prospectus carefully before
instructing us as to whether or not to tender your Private Notes.
Your instructions to us should be forwarded as promptly as possible in
order to permit us to tender Private Notes on your behalf in accordance with the
provisions of the Exchange Offer. 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 the Exchange Offer expires is referred to as
the "Expiration Date." Tenders of Private Notes may be withdrawn at any time
prior to the Expiration Date.
IF YOU WISH TO HAVE US TENDER ANY OR ALL OF YOUR PRIVATE NOTES, PLEASE
SO INSTRUCT US BY COMPLETING, EXECUTING AND RETURNING TO US THE INSTRUCTION FORM
ON THE REVERSE HEREOF. The accompanying Letter of Transmittal is furnished to
you for your information only and may not be used by you to tender Private 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
procedures presented in the Prospectus and the Letter of Transmittal, we will
not tender any of the Private Notes on your account.
Please carefully review the enclosed material as you consider the
Exchange Offer.
INSTRUCTIONS
INSTRUCTION TO REGISTERED HOLDER
FROM BENEFICIAL OWNER AND/OR BOOK-ENTRY TRANSFER FACILITY PARTICIPANT
OF 10 3/4% SENIOR NOTES DUE 2008 OF
NE RESTAURANT COMPANY, INC.
The undersigned hereby acknowledges receipt of the prospectus dated
______, 1998 (the "Prospectus") of NE Restaurant Company, Inc., a Delaware
corporation (the "Company") and the accompanying letter of transmittal (the
"Letter of Transmittal"), that together constitute the exchange offer by the
Company (the "Exchange Offer"). Capitalized terms used but not defined herein
have the meanings ascribed to them in the Prospectus.
This will instruct you, the registered holder and/or book-entry
transfer facility participant, as to the action to be taken by you relating to
the Exchange Offer with respect to the 10 3/4% Senior Notes due 2008 (the
"Private Notes") held by you for the account of the undersigned.
The aggregate face amount of the Private Notes held by you for the
account of the undersigned is (FILL IN AMOUNT):
$_____________________ of the Private Notes.
With respect to the Exchange Offer, the undersigned hereby instructs
you (CHECK APPROPRIATE BOX):
|_| To TENDER the following Private Notes held by you for the account of
the undersigned (INSERT PRINCIPAL AMOUNT OF PRIVATE NOTES TO BE TENDERED,
IF ANY):
$_____________________ of the Private Notes.
|_| NOT to TENDER any Private Notes held by you for the account of
the undersigned.
If the undersigned instructs you to tender the Private 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 Private Notes, including but not limited to the
representations that (i) the undersigned is acquiring the Exchange Notes in the
ordinary course of business of the undersigned, (ii) the undersigned is not
currently participating, does not intend to participate, and has no arrangement
or understanding with any person to participate, in the distribution of Exchange
Notes, (iii) the undersigned acknowledges that any person participating in the
Exchange Offer for the purpose of distributing the Exchange Notes must comply
with the registration and prospectus delivery requirements of the Securities Act
of 1933, as amended (the "Securities Act"), in connection with any resale
transaction of the Exchange Notes acquired by such person and cannot rely on the
position of the staff of the Securities and Exchange Commission (the
"Commission") set forth in certain no-action letters (See the section of the
Prospectus entitled "The Exchange Offer--Resale of the Exchange Notes"), (iv)
the undersigned understands that a secondary resale transaction described in
clause (iii) above should be covered by an effective registration statement
containing the selling securityholder information required by Item 507 or 508,
as applicable, of Regulation S-K of the Commission, (v) the undersigned is not
an "affiliate," as defined in Rule 405 under the Securities Act, of the Company,
(vi) if the undersigned is not a broker-dealer, that the undersigned is not
participating in, does not intend to participate in, and has no arrangement or
understanding with any person to participate in, the distribution of Exchange
Notes and (vii) if the undersigned is a broker-dealer that will receive Exchange
Notes for its own account in exchange for Private Notes that were acquired as a
result of market-making activities or other trading activities, it acknowledges
that it will deliver a prospectus meeting the requirements of the Securities Act
in connection with any resale of such Exchange Notes received in respect of such
Private Notes pursuant to the Exchange Offer; 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; (b) to agree, on
behalf of the undersigned, as set forth in the Letter of Transmittal; and (c) to
take such other action as necessary under the Prospectus or the Letter of
Transmittal to effect the valid tender of Private Notes.
|_| Check this box if the Beneficial Owner of the Private Notes is a
participating Broker-Dealer and such participating Broker-Dealer
acquired the Private Notes for its own account as a result of
market-making activities.
SIGN HERE
Name of Beneficial Owner(s):_________________________________________________
Signature(s):________________________________________________________________
Name(s) (PLEASE PRINT):______________________________________________________
Address:_____________________________________________________________________
Telephone Number:____________________________________________________________
Taxpayer Identification or Social Security Number:___________________________
Date:_______________________