FLEMING COMPANIES, INC.
OFFER TO EXCHANGE
ITS
[10 1/2% SERIES B SENIOR SUBORDINATED NOTES DUE 2004]
[10 5/8% SERIES B SENIOR SUBORDINATED NOTES DUE 2007]
FOR ANY AND ALL OF ITS OUTSTANDING
[10 1/2% SENIOR SUBORDINATED NOTES DUE 2004]
[10 5/8% SENIOR SUBORDINATED NOTES DUE 2007]
To Our Clients:
Enclosed for your consideration are the Prospectus, dated , 1997
(the "Prospectus") and the related Letter of Transmittal (which together with
the Prospectus constitute the "Exchange Offer") in connection with the offer by
Fleming Companies, Inc., an Oklahoma corporation (the "Company"), to exchange
its [10 1/2% Series B Senior Subordinated Notes due 2004] [10 5/8% Series B
Senior Subordinated Notes due 2007] (the "New Notes") for any and all of the
outstanding [10 1/2% Senior Subordinated Notes due 2004] [10 5/8% Senior
Subordinated Notes due 2007] (the "Old Notes"), upon the terms and subject to
the conditions set forth in the Exchange offer.
We are the Registered Holder of Old Notes held for your account. An exchange
of the Old Notes can be made only by us as the Registered Holder and pursuant to
your instructions. The Letter of Transmittal is furnished to you for your
information only and cannot be used by you to exchange the Old Notes held by us
for your account. The Exchange Offer provides a procedure for holders to tender
by means of guaranteed delivery.
We request information as to whether you wish us to exchange any or all of
the Old Notes held by us for your account upon the terms and subject to the
conditions of the Exchange Offer.
Your attention is directed to the following:
1. The New Notes will be exchanged for the Old Notes at the rate of
$1,000 principal amount of New Notes for each $1,000 principal amount of Old
Notes. The New Notes will bear interest (as do the Old Notes) at a rate
equal to [10 1/2%] [10 5/8%] per annum from their date of issuance. Interest
on the New Notes is payable semi-annually on [June 1 and December 1,
commencing December 1, 1997] [January 31 and July 31, commencing January 30,
1998]. Holders of Old Notes that are accepted for exchange will receive, in
cash, accrued interest thereon to, but not including, the date of issuance
of the New Notes. Such interest will be paid with the first interest payment
on the New Notes. Interest on the Old Notes accepted for exchange will cease
to accrue on the day prior to the issuance of the New Notes. The form and
terms of the New Notes are the same in all material respects as the form and
terms of the Old Notes (which they replace) except that the New Notes have
been registered under the Securities Act of 1933, as amended (the
"Securities Act").
2. Based on interpretations by the staff of the Securities and Exchange
Commission (the "SEC") set forth in no-action letters, New Notes issued
pursuant to the Exchange Offer in exchange for Old Notes may be offered for
resale, resold and otherwise transferred by holders thereof (other than any
such holder which is an "affiliate" of the Company within the meaning of
Rule 405 under the Securities Act or a "broker" or "dealer" registered under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"))
without compliance with the registration and prospectus delivery provisions
of the Securities Act, provided that such New Notes are acquired in the
ordinary course of such holders' business and such holders have no
arrangement with any person to participate in the distribution of such New
Notes.
3. The Exchange Offer is not conditioned on any minimum principal
amount of Old Notes being tendered.
4. Notwithstanding any other term of the Exchange Offer, the Company
will not be required to accept for exchange, or exchange New Notes for, any
Old Notes not theretofore accepted for
exchange, and may terminate or amend the Exchange Offer as provided herein
before the acceptance of such Old Notes, if any of the conditions described
in the Prospectus under "The Exchange Offer-- Conditions of the Exchange
Offer" exist.
5. Tendered Old Notes may be withdrawn at any time prior to 5:00 p.m.,
New York City time, on , 1997, if such Old Notes have not
previously been accepted for exchange pursuant to the Exchange Offer.
6. Any transfer taxes applicable to the exchange of the Old Notes
pursuant to the Exchange Offer will be paid by the Company, except as
otherwise provided in Instruction 4 of the Letter of Transmittal.
If you wish to have us tender any or all of your Old Notes, please so
instruct us by completing, detaching and returning to us the instruction form
attached hereto. An envelope to return your instructions is enclosed. If you
authorize a tender of your Old Notes, the entire principal amount of Old Notes
held for your account will be tendered unless otherwise specified on the
instruction form. Your instructions should be forwarded to us in ample time to
permit us to submit a tender on your behalf by the Expiration Date.
The Exchange Offer is not being made to, nor will tenders be accepted from
or on behalf of, holders of the Old Notes in any jurisdiction in which the
making of the Exchange Offer or acceptance thereof would not be in compliance
with the laws of such jurisdiction or would otherwise not be in compliance with
any provision of any applicable securities law.
FLEMING COMPANIES, INC.
OFFER TO EXCHANGE
ITS
[10 1/2% SERIES B SENIOR SUBORDINATED NOTES DUE 2004]
[10 5/8% SERIES B SENIOR SUBORDINATED NOTES DUE 2007]
FOR ANY AND ALL OF ITS OUTSTANDING
[10 1/2% SENIOR SUBORDINATED NOTES DUE 2004]
[10 5/8% SENIOR SUBORDINATED NOTES DUE 2007]
INSTRUCTION TO REGISTERED HOLDER FROM BENEFICIAL OWNER
The undersigned acknowledge(s) receipt of your letter and the enclosed
Prospectus and the related Letter of Transmittal, in connection with the
Exchange Offer by the Company to exchange New Notes for Old Notes.
This will instruct you to tender the principal amount of Old Notes indicated
below held by you for the account of the undersigned, upon the terms and subject
to the conditions set forth in the Prospectus and the related Letter of
Transmittal.
The undersigned represents that (i) the New Notes acquired pursuant to the
Exchange Offer are being obtained in the ordinary course of its business, (ii)
it is not participating, does not intend to participate, and has no arrangement
or understanding with any person to participate, in the distribution of such New
Notes, and (iii) it is not an "affiliate," as defined under Rule 405 of the
Securities Act, of the Company or, if it is an affiliate, that it will comply
with the registration and prospectus delivery requirements of the Securities Act
to the extent applicable.
If the undersigned is a "broker" or "dealer" registered under the Exchange
Act that acquired Old Notes for its own account pursuant to its market-making or
other trading activities (other than Old Notes acquired directly from the
Company), the undersigned understands and acknowledges that it may be deemed to
be an "underwriter" within the meaning of the Securities Act and, therefore,
must deliver a prospectus relating to the New Notes meeting the requirements of
the Securities Act in connection with any resales by it of New Notes acquired
for its own account in the Exchange Offer. Notwithstanding the foregoing, the
undersigned does not thereby admit that it is an "underwriter" within the
meaning of the Securities Act.
You are hereby instructed to tender all Old Notes held for the account of
the undersigned unless otherwise indicated below:
/ / Do not tender any Old Notes
/ / Tender Old Notes in the principal amount of
SIGNATURE:
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Name of Beneficial Owner (please
print)
By
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Signature
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Address
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Zip Code
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Area Code and Telephone Number
Dated: , 1997