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Exhibit 99.4
RELIANT ENERGY RESOURCES CORP.
LETTER TO CLIENTS
FOR
TENDER OF ALL OUTSTANDING
8.125% NOTES DUE 2005, SERIES A
IN EXCHANGE FOR
REGISTERED
8.125% NOTES DUE 2005, SERIES B
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ________ __,
2000, UNLESS EXTENDED (THE "EXPIRATION DATE"). NOTES 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OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON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.
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To Our Clients:
We are enclosing with this letter a prospectus dated ________ __, 2000
of Reliant Energy Resources Corp. (the "Company") and the related letter of
transmittal. These two documents together constitute the Company's offer to
exchange its 8.125% Notes due 2005, Series B (the "New Notes"), 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
8.125% Notes due 2005, Series A (the "Old Notes") (the "Exchange Offer").
The Exchange Offer for Old Notes is not conditioned upon any minimum
aggregate principal amount of Old Notes being tendered for exchange.
We are the holder of record of Old Notes held by us for your own
account. A tender of such Old Notes 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
Old Notes held by us for your account.
We request instructions as to whether you wish to tender any or all of
the Old Notes 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 Old Notes will
represent to the Company that (i) any New Notes received are being acquired in
the ordinary course of business of the person receiving such New Notes, (ii)
such person does not have an arrangement or understanding with any person to
participate in the distribution of the Old Notes or the New Notes within the
meaning of the Securities Act and (iii) 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 Old Notes will represent to the Company that (i) if such person is not
a broker-dealer, it is not engaged in, and does not intend to engage in, a
distribution of New Notes and (ii) if such person is a broker-dealer that will
receive New Notes for its own account in exchange for Old Notes 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 New Notes;
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 ________ __, 2000 of Reliant Energy Resources Corp. (the
"Company") and the related letter of transmittal. These two documents together
constitute the Company's offer to exchange its 8.125% Notes due 2005, Series B
(the "New Notes"), 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 8.125%, Series A Notes ( the
"Old Notes") (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 Old
Notes held by you for the account of the undersigned.
The aggregate principal amount of the Old Notes 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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8.125% Notes due 2005, Series A
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WITH RESPECT TO THE EXCHANGE OFFER, THE UNDERSIGNED HEREBY INSTRUCTS
YOU (CHECK APPROPRIATE BOX):
/ / TO TENDER ALL OLD NOTES HELD BY YOU FOR THE ACCOUNT OF THE UNDERSIGNED.
/ / TO TENDER THE FOLLOWING AMOUNT OF OLD NOTES HELD BY YOU FOR THE ACCOUNT
OF THE UNDERSIGNED:
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Title of Series Principal Amount Tendered
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8.125% Notes due 2005, Series A
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/ / NOT TO TENDER ANY OLD NOTES HELD BY YOU FOR THE ACCOUNT OF THE
UNDERSIGNED.
IF NO BOX IS CHECKED, A SIGNED AND RETURNED INSTRUCTION TO BOOK-ENTRY
TRANSFER PARTICIPANT WILL BE DEEMED TO INSTRUCT YOU TO TENDER ALL OLD NOTES HELD
BY YOU FOR THE ACCOUNT OF THE UNDERSIGNED.
If the undersigned instructs you to tender the Old Notes 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 New Notes
received are being acquired in the ordinary course of business of the
undersigned; (ii) the undersigned does not have an arrangement or understanding
with any person to participate in the distribution of the Old Notes or the New
Notes within the meaning of the Securities Act; (iii) 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; (iv) if
the undersigned is not a broker-dealer, it is not engaged in, and does not
intend to engage in, a distribution of New Notes and (v) if the undersigned is a
broker-dealer that will receive New Notes for its own account in exchange for
Old Notes that were acquired as a result of market-making activities or other
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trading activities, it will deliver a prospectus in connection with any resale
of such New Notes; 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):
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Signature(s):
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Name(s) (please print):
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Address:
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Telephone Number:
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Taxpayer Identification or Social Security Number:
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Date:
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