EXHIBIT 99.1
SMART & FINAL
PARTICIPANT ACKNOWLEDGEMENT AND ELECTION FORM
VOLUNTARY EXCHANGE PROGRAM OF
STOCK OPTIONS - FOR - RESTRICTED STOCK
SMART & FINAL INC.
PARTICIPANT ELECTIONS ARE IRREVOCABLE
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AND MUST BE MADE BY MARCH 9, 2001
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To be accepted, this Election Form must be returned by
5:00 p.m. Los Angeles time on March 9, 2001 to:
Laurie Mead
Director, Human Resources
Smart & Final Inc.
600 Citadel Drive
City of Commerce, CA 90040
Telephone: (323) 869-7640
Facsimile: (323) 869-7860
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TO: Smart & Final Inc.
1. I ____________________, am the holder of certain options on common stock
("Stock Options") of Smart & Final Inc. ("Smart & Final") and I acknowledge
that Smart & Final has presented me with a voluntary program (the "Exchange
Program") to exchange my Stock Options for a lesser number of restricted
shares of Smart & Final common stock ("Restricted Shares").
2. I acknowledge that my decision to participate in the Exchange Program as
evidenced by my signature below is solely mine and that Smart & Final has
not recommended that I either participate or decline to participate in the
Exchange Program.
3. I have been provided with a copy of the "Program Description" of the
voluntary Exchange Program and the Restricted Stock Agreement (together, the
"Documents"). I understand that my decision to participate in the Exchange
Program is subject to these Documents as well as
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the terms of the Long-Term Equity Compensation Plan (the "Plan").
4. I understand and agree that by participating in the Exchange Program:
. Each Stock Option which I am exchanging will be permanently and
irrevocably surrendered to Smart & Final; and
. The Stock Option Agreement which applies to each of the Stock Option
grants that I am electing to exchange will be (and be deemed to be)
cancelled by the Company; and
. The number of shares of Restricted Stock which I will receive for
Stock Options surrendered has been determined by Smart & Final and
will not be subject to change or negotiation; and
. The Restricted Shares which I will receive will not be vested in my
account for a period of either one or three years (as described in the
Documents), and that if my employment is terminated during this period
I will forfeit any right to the Restricted Shares (except that if my
employment is terminated by death or "Retirement" or a "change in
control" as defined in the Plan, my Restricted Shares will vest; and
. All of the terms and conditions of the Documents and the Plan will
apply.
5. I understand only Stock Options with exercise prices of $14.00 or more per
share are eligible for the Exchange Program. I understand that if I have
more than one Stock Option grant which qualifies under the Exchange Program,
that I may elect to exchange some grants and not others, but that all Stock
Options granted to me on a single date must be either exchanged or retained
together.
6. I understand that the future market price of Smart & Final Inc. common stock
could exceed the exercise price of Stock Options which I elect to exchange
and surrender under this Exchange Program. I also understand that under some
such circumstances, the then current value of the Restricted Shares which I
have received under the Exchange Program may be less than the value of the
Stock Options which I have exchanged.
7. I acknowledge that I have sought and received such legal, financial
planning, or personal income tax advice which I have determined necessary to
make an informed judgment regarding participation in the Exchange Program,
and that neither Smart & Final nor its employees or representatives have
provided me with any such advice.
8. I acknowledge that all Stock Options being surrendered with this
acknowledgment are free and clear of any encumbrances including but not
limited to security interests, liens, restrictions, court orders, or other
obligations.
9. I acknowledge the following regarding the "Voluntary Election Table" below:
. The Stock Options as listed in the "Current Stock Options" portion of
the table represent all of the outstanding Stock Options issued to me
with option exercise prices of $14.00 per share or greater; and
. The "Exchange Ratio" represents the number which is divided into the
number of outstanding Stock Options to determine the "Equivalent
Number of Restricted Shares" which I will receive if I participate in
the Exchange Program; and
. By marking "Yes" in the "Participant Election" column, together with
my signature
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below, I am voluntarily and irrevocably electing to Participate in the
Exchange Program for the individual Stock Option grant listed; and
. If the "Participant Election" column is marked "No" or is blank, then
my current Stock Option grant will be retained and not exchanged under
the Exchange Program.
VOLUNTARY ELECTION TABLE
CURRENT STOCK OPTIONS RESTRICTED SHARES PARTICIPANT ELECTION
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Number of Stock Option Equivalent Exchange Stock Options
Stock Option Stock Exercise Price Exchange Number of for Restricted Shares
Grant Date Options ($/share) Ratio Restricted Shares MARK "YES" or "NO"
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10. I understand that on or prior to March 9, 2001, under certain circumstances
set forth in the Documents, Smart & Final may terminate or amend the
Exchange Program or may postpone the acceptance of voluntary elections as
made herein. In any such event, I understand that my election may be
returned to me without acceptance by Smart & Final.
11. I have read, understand, and agree to all of the terms of Exchange Program
as described in the Documents.
SIGNATURE OF OPTION HOLDER
_________________________________ Date: _______________, 2001
Print Name:
Print Current Mailing Address:
THE EXCHANGE PROGRAM IS NOT OFFERED TO (NOR WILL PARTICIPANT ELECTIONS BE
ACCEPTED FROM OR ON BEHALF OF) OPTION HOLDERS IN ANY JURISDICTION IN WHICH THE
EXCHANGE PROGRAM WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION.
SMART & FINAL INC. WILL NOT ACCEPT ANY ALTERNATIVE, CONDITIONAL OR CONTINGENT
PARTICIPANT ELECTIONS. ALL PARTICIPATING OPTION HOLDERS, BY EXECUTION OF THIS
PARTICIPANT ACKNOWLEDGEMENT AND ELECTION FORM (OR A FACSIMILE THEREOF), WAIVE
ANY RIGHT TO RECEIVE ANY NOTICE OF THE ACCEPTANCE OF THEIR ELECTION(S).
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