Exhibit 99.6
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ALLEGHENY ENERGY SUPPLY COMPANY, LLC
LETTER TO
DEPOSITORY TRUST COMPANY PARTICIPANTS
FOR
TENDER OF ALL OUTSTANDING
7.80% NOTES DUE 2011
IN EXCHANGE FOR
REGISTERED
7.80% NOTES DUE 2011
_______________________________________________________________________
EACH EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
____________, 200_, UNLESS EXTENDED (THE "EXPIRATION DATE"). OUTSTANDING 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TENDERED IN SUCH EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M.,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 FOR SUCH EXCHANGE OFFER.
_______________________________________________________________________
To Depository Trust Company Participants:
We are enclosing herewith the material listed below relating to the offer
by Allegheny Energy Supply Company, LLC (the "Company") to exchange up to
$400,000,000 aggregate principal amount of its 7.80% Notes due 2011 (the "New
Notes"), which have been registered under the Securities Act of 1933, as amended
(the "Securities Act"), for a like principal amount of its issued and
outstanding 7.80% Notes due 2011 (the "Old Notes"), respectively, which offer
consists of separate, independent offers to exchange the New Notes of each
series for Old Notes of that series (each an "Exchange Offer" and sometimes
collectively referred to herein as the "Exchange Offer"), upon the terms and
subject to the conditions set forth in the Company's prospectus dated _________,
200_ and the related Letter of Transmittal.
We are enclosing copies of the following documents:
1. Prospectus dated ________, 200_;
2. Letter of Transmittal;
3. Notice of Guaranteed Delivery;
4. Letter to Clients (of the Registered Holder); and
5. Instruction to Registered Holder from Beneficial Owner.
We urge you to contact your clients promptly. Please note that each
Exchange Offer will expire at 5:00 p.m., New York City time, on __________ __,
200_, unless extended.
No Exchange Offer for Old Notes of a series is conditioned upon any minimum
aggregate principal amount of Old Notes of such series being tendered for
exchange or upon the consummation of any other Exchange Offer.
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.
The enclosed Letter to Clients contains an authorization by the beneficial
owners of the Old Notes for you to make the foregoing representations.
The Company will not pay any fee or commission to any broker or dealer or
to any other person (other than the Exchange Agent) in connection with the
solicitation of tenders of Old Notes pursuant to the Exchange Offer. The Company
will pay or cause to be paid any transfer taxes payable on the transfer of Old
Notes to it, except as otherwise provided in Instruction 7 of the enclosed
Letter of Transmittal.
Additional copies of the enclosed material may be obtained from us.
Very truly yours,
_____________________________________
Allegheny Energy Supply Company, LLC
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