INSTRUCTIONS
TO REGISTERED HOLDER AND/OR
BOOK-ENTRY TRANSFER PARTICIPANT
FROM BENEFICIAL OWNER
OF
MICHAEL FOODS, INC.
11 3/4% SENIOR SUBORDINATED NOTES DUE 2011
To Registered Holder and/or Participant of the Book Entry Transfer Facility:
The undersigned hereby acknowledges receipt of the Prospectus, dated
July 18, 2001 (the "Prospectus") of Michael Foods, Inc., a Minnesota corporation
(the "Issuer"), and the accompanying Letter of Transmittal (the "Letter of
Transmittal"), that together constitute the Issuer's offer (the "Exchange
Offer"). Capitalized terms used but not defined herein have the meanings
ascribed to them in the Prospectus or the Letter of Transmittal.
This will instruct you, a registered holder and/or Book-Entry Transfer
Facility Participant, as to action to be taken by you relating to the Exchange
Offer with respect to the $200,000,000 in aggregate principal amount of the
Issuer's 11 3/4% Senior Subordinated Notes due 2011 (the "Notes") held by you
for the account of the undersigned.
The aggregate principal amount of the Notes held by you for the account of
the undersigned is (FILL IN AMOUNT):
$ of the 11 3/4% Senior Subordinated Notes due 2011.
With respect to the Exchange Offer, the undersigned hereby instructs you
(CHECK APPROPRIATE BOX):
/ / TO TENDER Notes held by you for the account of the undersigned in the
aggregate principal amount of (FILL IN AMOUNT, IF ANY):
$ of the 11 3/4% Senior Subordinated Notes due 2011.
/ / NOT TO TENDER any Notes held by you for the account of the undersigned.
If the undersigned instructs you to tender the Notes held by you for the
account of the undersigned, it is understood that you are authorized:
(a) to make, on behalf of the undersigned (and the undersigned, by its
signature below, hereby makes to you), the representations and warranties
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) the undersigned's principal residence is in the state
of (FILL IN STATE) , (ii) the undersigned is not participating, does
not participate, and has no arrangement or understanding with any person to
participate in the distribution of the Exchange Notes, (iii) the Exchange Notes
to be acquired by the undersigned and any Beneficial Owner(s) in connection with
the Exchange Offer are being acquired by the undersigned and any Beneficial
Owner(s) in the ordinary course of business of the undersigned and any
Beneficial Owner(s), (iv) the undersigned and each Beneficial Owner are not
participating, do not intend to participate, and have no arrangement or
understanding with any person to participate, in the distribution of the
Exchange Notes, (v) except as otherwise disclosed in writing herewith, neither
the undersigned nor any Beneficial Owner is an "affiliate," as defined in
Rule 405 under the Securities Act, of the Issuer, (vi) that the undersigned is
not a broker-dealer tendering securities directly acquired from the Issuer for
its own account, and (vii) the undersigned and each Beneficial Owner acknowledge
and agree that any person participating in the Exchange Offer with the intention
or for the purpose of distributing the Exchange Notes must comply with the
registration and prospectus delivery requirements of the Securities Act of 1933,
as amended (together with the rules and regulations promulgated thereunder, the
"Securities Act"), in connection with a secondary resale of the Exchange Notes
acquired by such person and cannot rely on the position of the Staff of the
Securities and Exchange Commission (the "Commission") set forth in the no-action
letters that are discussed in the section of the Prospectus entitled "The
Exchange Offer";
(b) to agree, on behalf of the undersigned, as set forth in the Letter of
Transmittal; and
(c) to take such other action as necessary under the Prospectus or the
Letter of Transmittal to effect the valid tender of such Notes.
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SIGN HERE
Name of beneficial owner(s): _______________________________________________
Signature(s): ______________________________________________________________
Name (PLEASE PRINT): _______________________________________________________
Address: ___________________________________________________________________
_____________________________________
_____________________________________
Telephone number: __________________________________________________________
Taxpayer Identification or Social Security Number: _________________________
Date: ______________________________________________________________________
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