NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF ALL OUTSTANDING
[10 1/2% SENIOR SUBORDINATED NOTES DUE 2004]
[10 5/8% SENIOR SUBORDINATED NOTES DUE 2007]
IN EXCHANGE FOR
[10 1/2% SERIES B SENIOR SUBORDINATED NOTES DUE 2004]
[10 5/8% SERIES B SENIOR SUBORDINATED NOTES DUE 2007]
OF
FLEMING COMPANIES, INC.
Registered holders of outstanding [10 1/2% Senior Subordinated Notes due
2004] [10 5/8% Senior Subordinated Notes due 2007](the "Old Notes") of Fleming
Companies, Inc. ("Fleming") who wish to tender their Old Notes in exchange for a
like principal amount of [10 1/2% Series B Senior Subordinated Notes due 2004]
[10 5/8% Series B Senior Subordinated Notes due 2007] (the "New Notes") of
Fleming and, in each case, whose Old Notes are not immediately available or who
cannot deliver their Old Notes and Letter of Transmittal (and any other
documents required by the Letter of Transmittal) to Manufacturers and Traders
Trust Company (the "Exchange Agent"), prior to the Expiration Date, may 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 (receipt confirmed by telephone and an original delivered by
guaranteed overnight delivery) or mail to the Exchange Agent. See "The Exchange
Offer-- Terms of the Exchange Offer--Guaranteed Delivery Procedures" in the
Prospectus.
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
MANUFACTURERS AND TRADERS TRUST COMPANY
BY MAIL: BY OVERNIGHT COURIER: BY HAND: BY FACSIMILE:
Manufacturers and Manufacturers and Manufacturers and (716) 842-4474
Traders Traders Traders (For Eligible
Trust Company Trust Company Trust Company Institutions
P.O. Box 1377 Corporate Trust 50 Broadway, 7th Only)
Buffalo, NY 14240 Operations Floor CONFIRM BY
(registered or Department New York, NY 10004 TELEPHONE:
certified mail One M&T Plaza, 7th Attention: Corporate (716) 842-5602
recommended) Floor Trust Services
Buffalo, NY 14203
Attention: Russell T.
Whitley
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, such signature guarantee must appear in
the applicable space provided on the Letter of Transmittal for Guarantee of
Signatures.
Ladies & Gentlemen:
The undersigned hereby tender(s) to Fleming upon the terms and subject to
the conditions set forth in the Prospectus for the Exchange Offer and the Letter
of Transmittal, receipt of which are hereby acknowledged, the aggregate
principal amount of Old Notes set forth below pursuant to the guaranteed
delivery procedures set forth in the Prospectus.
The undersigned understands that tenders of Old Notes will be accepted only
in principal amounts equal to $1,000 or integral multiples thereof. The
undersigned understands that tenders of Old Notes pursuant to the Exchange Offer
may not be withdrawn after 5:00 p.m., New York City time, on the Expiration
Date. Tenders of Old Notes may also be withdrawn if the Exchange Offer is
terminated without any such Old Notes being exchanged thereunder or as otherwise
provided in the Prospectus.
All authority herein conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall survive the death, bankruptcy or incapacity of the
undersigned and every obligation of the undersigned under this Notice of
Guaranteed Delivery shall be binding upon the heirs, personal representatives,
executors, administrators, successors, assigns, trustees in bankruptcy and other
legal representatives of the undersigned.
PLEASE SIGN AND COMPLETE
Signature(s) of Registered Owner(s) or Name(s) of Registered Holder(s):
Authorized Signatory: -------------------------------------------
------------------------
- ------------------------------------------- -------------------------------------------
- ------------------------------------------- -------------------------------------------
Principal Amount of Old Notes Tendered: Address:
-----------------------------------
- ------------------------------------------- -------------------------------------------
Certificate No(s). of Old Notes (if Area Code and Telephone No.:
available):
- ------------------------------------------- -------------------------------------------
- ------------------------------------------- Date:
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This Notice of Guaranteed Delivery must be signed by the registered holder(s) of Old
Notes exactly as its (their) name(s) appear on certificates for Old Notes or on a
security position listing the owners of Old Notes, or by person(s) authorized to become
registered Holder(s) by endorsements and documents transmitted with this Notice of
Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer or other person acting in a fiduciary or representative
capacity, such person must provide the following information.
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s):
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Capacity:
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Address(es):
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DO NOT SEND OLD NOTES WITH THIS FORM. OLD NOTES SHOULD BE SENT TO THE EXCHANGE AGENT
TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL.
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, an eligible guarantor institution which is a member of one of the
following signature guarantee programs (an "Eligible Institution"): (i) The
Securities Transfer Agents Medallion Program (STAMP), (ii) The New York Stock
Exchange Medallion Signature Program (MSF), or (iii) The Stock Exchange Medallion
Program (SEMP), hereby (a) represents that each holder of Old Notes on whose behalf
this tender is being made "own(s)" the Old Notes covered hereby within the meaning
of Rule 14e-4 under the Securities Exchange Act of 1934, as amended, (b) represents
that such tender of Old Notes complies with such Rule 14e-4, and (c) guarantees
that, within three New York Stock Exchange trading days from the date of this Notice
of Guaranteed Delivery, a properly completed and duly executed Letter of Transmittal
(or a facsimile thereof), together with certificates representing the Old Notes
covered hereby in proper form for transfer and required documents will be deposited
by the undersigned with the Exchange Agent.
THE UNDERSIGNED ACKNOWLEDGES THAT IT MUST DELIVER THE LETTER OF TRANSMITTAL AND OLD
NOTES TENDERED HEREBY TO THE EXCHANGE AGENT WITHIN THE TIME SET FORTH ABOVE AND THAT
FAILURE TO DO SO COULD RESULT IN FINANCIAL LOSS TO THE UNDERSIGNED.
Name of Firm: Authorized Signature:
---------------------------
Address:
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---------------------------------------- Name:
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Area Code and Telephone No.: Title:
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---------------------------------------- Date:
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