EXHIBIT 99.2
FORM OF NOTICE OF GUARANTEED DELIVERY
Stater Bros. Holdings Inc.
Offer to Exchange
All of its Outstanding
10 3/4% Senior Notes Due 2006
for
10 3/4% Senior Notes Due 2006
Which Have Been Registered Under the Securities Act of 1933
As set forth in the Prospectus described below, this Notice of Guaranteed
Delivery, or one substantially equivalent hereto, must be used to tender for
exchange any and all outstanding 10 3/4% Senior Notes due 2006 ("Outstanding
Notes") of Stater Bros. Holdings Inc., a Delaware corporation (the "Company"),
pursuant to the Exchange Offer (as defined below) if certificates for
Outstanding Notes are not immediately available or if such certificates for
Outstanding Notes and all other required documents cannot be delivered to the
Exchange Agent on or prior to the Expiration Date (as defined in the
Prospectus), or if the procedures for delivery by book-entry transfer cannot be
completed on a timely basis. This instrument may be delivered by hand or
transmitted by facsimile transmission or mail to the Exchange Agent.
The Exchange Agent for the Exchange Offer is:
IBJ WHITEHALL BANK & TRUST COMPANY
By Mail/Hand Delivery/Overnight Express:
1 State Street
New York, New York 10004
Attn: Customer Service
Facsimile Transmission:
(212) 858-2611
To confirm receipt:
Tel. (212) 858-2103
Delivery of this instrument to an address other than as set forth above or
transmissions of instructions via a facsimile 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 to the Letter of
Transmittal, such signature guarantee must appear in the applicable space
provided in the signature box in the Letter of Transmittal.
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON _______, _______ __, 1999
UNLESS THE EXCHANGE OFFER IS EXTENDED.
Ladies and Gentlemen:
The undersigned hereby tenders to the Company, upon the terms and subject
to the conditions set forth in the Prospectus dated August __, 1999
("Prospectus") and in the related Letter of Transmittal (which, together with
any amendments or supplements thereto, collectively constitute the "Exchange
Offer"), receipt of each of which is hereby acknowledged, the principal amount
of Outstanding Notes indicated below pursuant to the guaranteed delivery
procedures set forth in the Prospectus under the caption "The Exchange Offer--
Guaranteed Delivery Procedures."
Signature(s):________________________________________ Address(es):_________________________________________
_____________________________________________________
Name(s) of Holder(s) of Outstanding Notes: Zip Code
_____________________________________________________ Area Code and Tel. No.(s):___________________________
_____________________________________________________
Please Type or Print
(Check box if Shares will be tendered by book-entry
Principal Amount of Outstanding Notes Tendered for transfer)
Exchange: $__________________________________________ [_] The Depository Trust Company
Outstanding Note Certificate No(s). (If available): Account Number:______________________________________
_____________________________________________________
_____________________________________________________
Dated: ______________________________, 1999
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GUARANTEE
(Not to be used for signature guarantee)
The undersigned, an Eligible Institution (as defined in the Prospectus), having
an office or correspondent in the United States, hereby (a) represents that the
above named person(s) "own(s)" the Outstanding Notes tendered hereby within the
meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as
amended ("Rule 14e-4"), (b) represents that such tender of Outstanding Notes
complies with Rule 14e-4 and (c) guarantees either to deliver to the Exchange
Agent the certificates representing all the Outstanding Notes tendered hereby,
in proper form for transfer and together with a properly completed and duly
executed Letter of Transmittal, or a facsimile thereof, or to deliver such
Outstanding Notes pursuant to the procedure for book-entry transfer into the
Exchange Agent's account at The Depository Trust Company ("DTC"), together with
a confirmation of a book-entry transfer of the tendered Outstanding Notes into
the Exchange Agent's account at DTC, and, in either case, to deliver any other
required documents, all within three business days after the date hereof.
_____________________________________ _______________________________________
Name of Firm Authorized Signature
_____________________________________ Name __________________________________
Address Please Type or Print
_____________________________________ Title _________________________________
Zip Code
Area Code and Tel. No. ______________ Dated ___________________________, 1999
NOTE: DO NOT SEND CERTIFICATES FOR OUTSTANDING NOTES WITH THIS NOTICE.
CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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