EXHIBIT 4.5
LETTER OF TRANSMITTAL
Offer for all Outstanding
Privately Placed 9% Senior Subordinated Notes Due 2004
in Exchange for
9% Senior Subordinated Notes Due 2004
of
STATER BROS. HOLDINGS INC.
THIS EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON _______________, 1997, UNLESS EXTENDED
The Exchange Agent will be First Trust of New York, whose mailing address,
facsimile number and telephone number are as follows:
By Hand: By Registered, By First Class Mail:
c/o First Trust National Association Certified or Overnight Mail: c/o First Trust National Association
Bond Drop Window c/o First Trust P.O. Box 64485
180 East Fifth Street, Fourth Floor National Association St. Paul, MN 55164-9549
St. Paul, MN 55101 Attn: Specialized Finance
180 East Fifth Street
St. Paul, MN 55101
By Facsimile: By Telephone:
(612) 244-1537 1-800-934-6802
Bondholder Services
DESCRIPTION OF SECURITIES TENDERED
Name and address of registered Principal
holder as it appears on the Certificate number(s) Amount of
Privately Placed 9% Senior Subordinated of Old Notes Old Notes
Notes Due 2004 ("Old Notes") transmitted transmitted
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NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE
ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
1. The undersigned hereby agrees to exchange the aggregate principal
amount of Privately Placed 9% Senior Subordinated Notes Due 2004 (the "Old
Notes") for a like principal amount of 9% Senior Subordinated Notes Due 2004
(the "New Notes") of the Company, upon the terms and subject to the conditions
contained in the Registration Statement on Form S-4 filed by Stater Bros.
Holdings Inc., a Delaware corporation, with the Securities and Exchange
Commission (the "Registration Statement") and the accompanying Prospectus dated
_______, 1997 included therein (the "Prospectus"), receipt of each of which is
hereby acknowledged.
2. The undersigned hereby acknowledges and agrees that the New Notes will
bear interest from and including the original date of issuance of the Old Notes.
Accordingly, the undersigned will forego accrued but unpaid interest on his, her
or its Old Notes that are exchanged for New Notes from and including the
original date of issuance of the Old Notes, but will receive such interest under
the New Notes.
3. The undersigned hereby represents and warrants that it has full
authority to tender the Old Notes described above. The undersigned will, upon
request, execute and deliver any additional documents deemed by the Company to
be necessary or desirable to complete the exchange of the Old Notes.
4. The undersigned understands that the tender of the Old Notes pursuant
to all of the procedures set forth in the Prospectus will constitute an
agreement between the undersigned and the Company as to the terms and conditions
set forth in the Prospectus.
5. The undersigned hereby represents and warrants that the undersigned is
acquiring the New Notes in the ordinary course of the business of the
undersigned and that the undersigned is not engaged in, and does not intend to
engage in, a distribution of the New Notes.
6. If the undersigned is a broker-dealer, (i) it hereby represents and
warrants that it acquired the Old Notes for its own account as a result of
market-making activities or other trading activities, and (ii) it hereby
acknowledges that it will deliver a prospectus meeting the requirements of the
Securities Act of 1933, as amended (the "Securities Act") in connection with any
resale of the New Notes received hereby. The acknowledgment contained in the
foregoing sentence shall not be deemed an admission that the undersigned is an
"underwriter" within the meaning of the Securities Act.
7. Any obligation of the undersigned hereunder shall be binding upon the
successors, assigns, executors, administrators, trustees in bankruptcy and legal
and personal representatives of the undersigned.
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SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS
(SEE INSTRUCTION 1)
To be completed ONLY IF the New Notes are to be sent to someone other than
the undersigned or to the undersigned at an address other than that provided
above.
Issue to:
Name
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(Please Print)
Address
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(Include Zip Code)
Mail to:
Name
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(Please Print)
Address
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(Include Zip Code)
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SIGNATURE
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(Name of Registered Holder)
By:
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Name:
Title:
Date:
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(Must be signed by registered holder exactly as name appears on Old Notes. If
signature is by trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, please set forth full title. See Instruction 3.)
Address:
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Telephone No.
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Taxpayer Identification No.:
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Signature Guaranteed By:
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(See Instruction 1)
Title:
Name of Institution:
Address:
Date:
PLEASE READ THE INSTRUCTIONS BELOW, WHICH
FORM A PART OF THIS LETTER OF TRANSMITTAL.
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INSTRUCTIONS
1. GUARANTEE OF SIGNATURES. Signatures on this Letter of Transmittal
must be guaranteed by a firm that is a member of a registered national
securities exchange, a member of the National Association of Securities Dealers,
Inc. or by a commercial bank or trust company having an office in the United
States which is a member of a recognized Medallion Signature Program approved by
the Securities Transfer Association, Inc. (an "Eligible Institution") unless (i)
the "Special Issuance and Delivery Instructions" above have not been completed
or (ii) the Old Notes described above are tendered for the account of an
Eligible Institution.
2. DELIVERY OF LETTER OF TRANSMITTAL AND OLD NOTES. The Old Notes,
together with a properly completed and duly executed Letter of Transmittal (or a
facsimile thereof), should be mailed or delivered to the Exchange Agent at the
address set forth above.
The method of delivery of Old Notes and other documents is at THE ELECTION
AND RISK OF THEIR RESPECTIVE HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL
(WITH RETURN RECEIPT), PROPERLY INSURED, IS SUGGESTED.
3. GUARANTEED DELIVERY PROCEDURES. Registered holders who wish to tender
their Old Notes and (i) whose Old Notes are not immediately available, or (ii)
who cannot deliver their Old Notes, the Letter of Transmittal or any other
required documents to the Exchange Agent prior to the Expiration Date, may
effect a tender if:
(a) The tender is made through an Eligible Institution;
(b) Prior to the Expiration Date, the Exchange Agent receives from such
Eligible Institution a properly completed and duly executed Notice of
Guaranteed Delivery (by facsimile transmission, mail or hand delivery)
setting forth the name and address of the registered holder of the Old
Notes, the certificate number or numbers of such Old Note(s) and the
principal amount of Old Notes tendered, stating that the tender is being
made thereby and guaranteeing that, within five New York Stock Exchange
trading days after the Expiration Date, the Letter of Transmittal (or
facsimile thereof) together with the certificate(s) representing the Old
Notes and any other documents required by the Letter of Transmittal will be
deposited by the Eligible Institution with the Exchange Agent; and
(c) Such properly completed and executed Letter of Transmittal (or
facsimile thereof), as well as the certificate(s) representing all tendered
Old Notes in proper form for transfer and all other documents required by
the Letter of Transmittal are received by the Exchange Agent within five
New York Stock Exchange trading days after the Expiration Date.
Upon request of the Exchange Agent, a Notice of Guaranteed Delivery will be
sent to registered holders who wish to tender their Old Notes according to the
guaranteed delivery procedures set forth above.
4. SIGNATURES ON LETTER OF TRANSMITTAL, BOND POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by a person other than a registered holder
of any Old Notes, such Old Notes must be endorsed or accompanied by appropriate
bond powers, in either case signed exactly as the name or names of the
registered holder or holders appear on the Old Notes.
If this Letter of Transmittal or any Old Notes or bond power is signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or
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representative capacity, such person should so indicate when signing, and,
unless waived by the Company, proper evidence satisfactory to the Company of
their authority to so act must be submitted.
5. EXCHANGE OF OLD NOTES ONLY. Only the above-described Old Notes may be
exchanged for New Notes pursuant to the Offer.
6. MISCELLANEOUS. All questions as to the validity, form, eligibility
(including time of receipt), acceptance and withdrawal of tendered Old Notes
will be resolved by the Company, whose determination will be final and binding.
The Company reserves the absolute right to reject any or all tenders that are
not in proper form or the acceptance of which would, in the opinion of counsel
for the Company, be unlawful. The Company also reserves the right to waive any
irregularities or conditions of tender as to particular Old Notes. The
Company's interpretation of the terms and conditions of the Exchange Offer
(including the instructions in this Letter of Transmittal) will be final and
binding. Unless waived, any irregularities in connection with tenders or
consents must be cured within such time as the Company shall determine. Neither
the Company nor the Exchange Agent shall be under any duty to give notification
of defects in such tenders or shall incur liabilities for failure to give such
notification. Tenders of Old Notes will not be deemed to have been made until
such irregularities have been cured or waived. Any Old Notes received by the
Exchange Agent that are not properly tendered and as to which the irregularities
have not been cured or waived will be returned by the Exchange Agent to the
tendering holder thereof.
IMPORTANT TAX INFORMATION
Under current Federal income tax law, a Holder of an Old Note ("Old
Noteholder") whose tendered Old Notes are accepted for payment generally is
required to provide the Exchange Agent (as agent for the payer) with his or her
correct taxpayer identification number ("TIN") on Substitute Form W-9 below. If
such Old Noteholder is an individual, the TIN is his or her social security
number. If the Exchange Agent is not provided with the correct TIN, the Old
Noteholder may be subject to a $50 penalty imposed by the Internal Revenue
Service. In addition, payments that are made to such Old Noteholders with
respect to New Notes exchanged pursuant to the Offer may be subject to backup
withholding.
Certain Old Noteholders (including, among others, all corporations and
certain foreign individuals) may not be subject to these backup withholding and
reporting requirements. Exempt Old Noteholders should indicate their exempt
status on Substitute Form W-9. In order for a foreign individual to qualify as
an exempt recipient, that Old Noteholder must submit a properly completed
Internal Revenue Service Form W-8, signed under penalties of perjury, attesting
to his or her exempt status. Such statements can be obtained from the Exchange
Agent. See the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for additional instructions.
If backup withholding applies, the Exchange Agent is required to withhold
31 percent of any such payments made to the Old Noteholder. Backup withholding
is not an additional tax. Rather, the federal income tax liability of persons
subject to backup withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund may be obtained.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made to an Old
Noteholder with respect to Old Notes exchanged pursuant to the Offer, each Old
Noteholder is required to notify the Exchange Agent of his, her or its correct
TIN by completing the Substitute Form W-9 below certifying the TIN provided on
such form is correct (or that such Old Noteholder is awaiting a TIN) and that
(1) the Old Noteholder has not been notified by the Internal Revenue Service
that he, she or it is subject to backup withholding as a result of a failure to
report all interest or dividends or (2) the Internal Revenue Service has
notified the Old Noteholder that he, she or it is no longer subject to backup
withholding.
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WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The Old Noteholder is required to give the Exchange Agent the social
security number or employer identification number of the record owner of the Old
Notes. If the Old Notes are in more than one name or are not in the name of the
actual owner, consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional guidelines on which
number to report.
PAYER'S NAME: FIRST TRUST OF NEW YORK, AS AGENT
SUBSTITUTE FORM W-9 PART 1 -- PLEASE PROVIDE YOUR Social Security Number
TIN IN THE BOX AT RIGHT AND or
CERTIFY BY SIGNING AND DATING Employer Identification Number:
BELOW ______________
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DEPARTMENT OF THE TREASURY PART 2 -- Certification -- Under penalties of perjury, I certify that:
INTERNAL REVENUE SERVICE
(1) The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me) and
PAYER'S REQUEST FOR TAXPAYER (2) I am not subject to backup withholding because: (a) I am exempt from
IDENTIFICATION NUMBER "TIN" backup withholding, or (b) I have not been notified by the Internal
Revenue Service (the "IRS") that I am subject to backup withholding as a
result of a failure to report all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to backup withholding.
Certification Instructions -- You must cross out Item (2) above if you have
been notified by the IRS that you are currently subject to backup withholding
because of under-reporting interest or dividends on your tax return. However,
if after being notified by the IRS that you were subject to backup withholding
you received another notification from the IRS that you are no longer subject to
backup withholding, do not cross out such Item (2).
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SIGNATURE:_____________________ PART 3
Awaiting
DATE: ___________ TIN [ ]
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NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31
PERCENT OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER, PLEASE REVIEW
THE ENCLOSED "GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS.
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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF SUBSTITUTE FORM W-9
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CERTIFICATE OF AWAITING TAX IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office, or (b) I intend to
mail or deliver an application in the near future. I understand that if I do
not provide a taxpayer identification number within sixty (60) days, 31 percent
of all reportable payments made to me thereafter will be withheld until I
provide a number.
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Signature Date
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NOTICE OF GUARANTEED DELIVERY
for
Offer for All Outstanding
Privately Placed 9% Senior Subordinated Notes Due 2004
in Exchange for
9% Senior Notes Due 2004
of
STATER BROS. HOLDINGS INC.
Registered holders of privately placed 9% Senior Subordinated Notes Due
2004 (the "Old Notes") who wish to tender their Old Notes in exchange for a like
principal amount of 9% Senior Subordinated Notes Due 2004 (the "New Notes") and
whose Old Notes are not immediately available or who cannot deliver their Old
Notes and Letter of Transmittal or any other documents required by the Letter of
Transmittal to First Trust of New York (the "Exchange Agent") prior to the
Expiration Date, must use this Notice of Guaranteed Delivery or one
substantially equivalent hereto. This Notice of Guaranteed Delivery may be
delivered by hand or sent by facsimile transmission or mail to the Exchange
Agent. See "THE OFFER - Procedures for Tendering" in the Prospectus.
THE EXCHANGE AGENT FOR THE OFFER IS
FIRST TRUST OF NEW YORK
BY HAND: BY REGISTERED, BY FIRST CLASS MAIL:
c/o FIRST TRUST NATIONAL CERTIFIED OR c/o FIRST TRUST
ASSOCIATION OVERNIGHT MAIL: NATIONAL ASSOCIATION
BOND DROP WINDOW c/o FIRST TRUST P.O. BOX 64485
180 EAST FIFTH STREET, NATIONAL ASSOCIATION ST. PAUL, MN 55164-9549
FOURTH FLOOR ATTN: SPECIALIZED
ST. PAUL, MN 55101 FINANCE
180 EAST FIFTH STREET
ST. PAUL, MN 55101
BY FACSIMILE: BY TELEPHONE:
(612) 244-1537 (612) 1-800-934-6802
BONDHOLDER SERVICES
Delivery of this Notice of Guaranteed Delivery to an address other than as
set forth above or transmission of instructions via a facsimile transmission to
a number other than as set forth above will not constitute a valid delivery.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. if a signature on a Letter of Transmittal is required to be
guaranteed by an eligible institution under the instructions thereto, such
signature guarantee must appear in the applicable space provided on the Letter
of Transmittal for Guarantee of Signatures.
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Ladies and Gentlemen:
The undersigned hereby tenders the principal amount of Old Notes indicated
below, upon the terms and subject to the conditions contained in the
Registration Statement on Form S-4 filed by Stater Bros. Holdings Inc., a
Delaware corporation, with the Securities and Exchange Commission (the
"Registration Statement") and the accompanying Prospectus dated ___________,
1997 included therein (the "Prospectus"), receipt of each of which is hereby
acknowledged.
DESCRIPTION OF SECURITIES TENDERED
Name and address of registered
holder as it appears on the Certificate number(s) Principal Amount
Privately Placed 9% Senior Subordinated of Old Notes of Old Notes
Notes Due 2004 transmitted transmitted
("Old Notes")
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THE FOLLOWING GUARANTEE MUST BE COMPLETED
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm that is a member of a registered national
securities exchange or a member of the National Association of Securities
Dealers, Inc. or a commercial bank or trust company having an office, branch,
agency or correspondent in the United States, which is a member of a recognized
Medallion Signature Program approved by the Securities Transfer Association,
Inc., hereby guarantees to deliver to the Exchange Agent at one of its addresses
set forth above, the Old Notes, together with a properly completed and duly
executed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees, and any other documents required by the Letter of
Transmittal within five New York Stock Exchange, Inc. trading days after the
date of execution of this Notice of Guaranteed Delivery.
Name of Firm:
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(Authorized Signature)
Address: Title:
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(Zip Code) Name:
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(Please type or print)
Area Code and Telephone Number: Date:
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NOTE: DO NOT SEND OLD NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. OLD
NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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