LETTER OF TRANSMITTAL
SHOPPERS FOOD WAREHOUSE CORP.
Offer for all Outstanding
9 3/4% Senior Notes due 2004
in Exchange for
9 3/4% Senior Notes due 2004
which have been registered under the Securities Act of 1933
Pursuant to the Prospectus, dated November 26, 1997
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JANUARY 12,
1998, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERED SECURITIES MAY BE
WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME ON THE EXPIRATION
DATE.
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To: Norwest Bank Minnesota, National Association, the Exchange Agent
By Registered or Certified Mail: Facsimile Transmission Number: By Overnight Delivery:
(612) 667-4927
P.O. Box 1517 (For Eligible Institutions Only) 6th Street and Marquette Avenue
Minneapolis, Minnesota 55480-1517 Confirm by Telephone: Minneapolis, Minnesota 55479-0113
Attn: Corporate Trust Operation Attn: Corporate Trust Operation
(800) 344-5128
For Information Call:
(800) 344-5128
Delivery of this instrument to an address other than as set forth above, or
transmission of instructions via facsimile other than as set forth above, will
not constitute a valid delivery.
The instructions accompanying this Letter of Transmittal should be read
carefully before this Letter of Transmittal is completed.
The undersigned acknowledges that he or she has received the Prospectus,
dated November 26, 1997 (the "Prospectus"), of Shoppers Food Warehouse Corp., a
Delaware corporation (the "Company"), and this Letter of Transmittal (this
"Letter"), which together constitute the Company's offer (the "Exchange Offer")
to exchange up to $200,000,000 aggregate principal amount of 9 3/4% Senior Notes
due 2004 (the "Exchange Notes") of the Company, for an equal principal amount of
the Company's issued and outstanding 9 3/4% Senior Notes due 2004 (the
"Outstanding Notes" and collectively with the Exchange Notes, the "Senior
Notes"). The terms of the Exchange Notes are identical in all material respects
(including principal amount, interest rate and maturity) to those of the
Outstanding Notes, except that certain transfer restrictions and registration
rights apply to the Outstanding Notes and that the Exchange Notes will be
registered under the Securities Act of 1933, as amended (the "Securities Act").
Capitalized terms used but not defined herein have the meanings given to them in
the Prospectus.
This Letter is to be completed by holders of Outstanding Notes pursuant
to the procedures set forth in the Prospectus under "The Exchange Offer
- -- Procedures for Tendering Outstanding Notes." Delivery of this Letter and any
other required documents should be made to the Exchange Agent.
If a Holder desires to tender Outstanding Notes pursuant to the Exchange
Offer but time will not permit this Letter, the Outstanding Notes or other
required documents to reach the Exchange Agent on or before the Expiration Date,
or the procedure for book-entry transfer cannot be completed on a timely basis,
a tender may be effected in accordance with the guaranteed delivery procedures
set forth in the Prospectus under "The Exchange Offer -- Procedures for
Tendering Outstanding Notes - Guaranteed Delivery Procedures." See
Instruction 2.
For each Outstanding Note accepted for exchange not validly withdrawn,
the holder of such Outstanding Note will receive an Exchange Note having a
principal amount equal to that of the surrendered Outstanding Note. If the
Exchange Offer is not consummated by February 6, 1998, the interest rate borne
by the Outstanding Notes will be increased 0.5% per annum and shall thereafter
increase by an additional 0.5% per annum at the beginning of each subsequent
90-day period until the Exchange Offer is consummated; provided, however, that
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the additional interest rate on the Outstanding Notes may not exceed at any one
time in the aggregate 1.5% per annum; and provided further, upon the
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effectiveness of the Exchange Offer Registration Statement, additional interest
on the Outstanding Notes as described in this service shall cease to accrue.
Interest on the Exchange Notes will accrue from (A) the later of (i) the
last interest payment date on which interest was paid on the Outstanding Notes
surrendered in exchange therefor or (ii) if the Outstanding Notes are
surrendered for exchange on a date in a period which includes the record date
for an interest payment date to occur on or after the date of such exchange and
as to which interest will be paid, the date of such interest payment date, or
(B) if no interest has been paid on the Outstanding Notes, from June 26, 1997.
Holders whose Outstanding Notes are accepted for exchange will be deemed to have
waived the right to receive any interest accrued on the Outstanding Notes.
The Company expressly reserves the right, at any time or from time to time,
to extend the period of time during which the Exchange Offer is open, and
thereby delay acceptance of any Outstanding Notes by giving written notice of
such extension to the Exchange Agent and notice of such extension to the holders
as described in the next sentence, in which event the term "Expiration Date"
shall mean the latest time and date to which the Exchange Offer is extended. The
Company shall notify the Holders of the Outstanding Notes of any extension by
means of a press release or other public announcement prior to 9:00 A.M. New
York City time, on the next business day after the previously scheduled
Expiration Date. Notwithstanding the foregoing, pursuant to the Registration
Rights Agreement, dated June 26, 1997, by and among the Company, the Guarantor
and the Initial Purchaser defined therein (the "Registration Rights Agreement"),
the Company has agreed to keep the Exchange Offer open for not less than 45 days
after the date notice thereof is mailed to the Holders of the Outstanding Notes
(or longer if required by applicable law).
The Exchange Offer is not conditioned upon any minimum aggregate principal
amount of Outstanding Notes being tendered or accepted for exchange. However,
the Exchange Offer is subject to certain conditions. Please see the Prospectus
under the section entitled "The Exchange Offer -- Conditions to the Exchange
Offer".
The Exchange Offer is not being made to, nor will tenders be accepted from
or on behalf of Holders of Outstanding Notes in any jurisdiction in which the
making or acceptance of the Exchange Offer would not be in compliance with the
laws of such jurisdiction.
This Letter is to be completed by a Holder of Outstanding Notes either if
certificates are to be forwarded herewith or if a tender of certificates for
Outstanding Notes, if available, is to be made by book-entry transfer to the
account maintained by the Exchange Agent at The Depository Trust Company (the
"Book-Entry Transfer Facility") pursuant to the procedures set forth in "The
Exchange Offer -- Procedures for Tendering Outstanding Notes" section of the
Prospectus. Holders of Outstanding Notes whose certificates are not immediately
available, or who are unable to deliver their certificates or confirmation of
the book-entry tender of their Outstanding Notes into the Exchange Agent's
account at the Book-Entry Transfer Facility (a "Book-Entry Confirmation") and
deliver all other documents required by this Letter to the Exchange Agent on or
prior to the Expiration Date, may tender their Outstanding Notes according to
the guaranteed delivery procedures set forth in the Prospectus under the section
entitled "The Exchange Offer -- Procedures for Tendering Outstanding Notes
Guaranteed Delivery Procedures." Delivery of documents to the Book-Entry
Transfer Facility does not constitute delivery to the Exchange Agent.
The Undersigned has completed the appropriate boxes below and signed
this Letter to indicate the action the undersigned desires to take with respect
to the Exchange Offer. Holders who wish to tender their Outstanding Notes must
complete this Letter of Transmittal in its entirety.
List below the Outstanding Notes to which this Letter relates. If the
space provided below is inadequate, the certificate numbers and principal amount
of Outstanding Notes should be listed on a separate schedule affixed hereto.
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DESCRIPTION OF OUTSTANDING NOTES (1) (2) (3)
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Name(s) and Address(es) of Registered Holder(s) Aggregate
(Please fill in, if blank) Principal Principal Amount
Amount at at Maturity of
Certificate Maturity of Outstanding Notes
Number(s)/(1)/ Outstanding Notes Tendered
(if less than all)/(2)/
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/(1)/Certificate numbers not required if the Outstanding Notes are being tendered by book-entry transfer.
/(2)/Unless otherwise indicated in this column, a Holder will be deemed to have tendered the full aggregate principal amount
of the Outstanding Notes represented by the Outstanding Notes indicated in column 2.
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[_] CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH A BOOK-
ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
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Account Number:
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Transaction Code Number:
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[_] CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s)
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Window Ticket Number (if any)
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Name of Eligible Institution that Guaranteed Delivery
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Date of Execution of Notice of Guaranteed Delivery
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If delivered by book-entry transfer, complete the following:
Account Number:
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3
Transaction Code Number:
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[_] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name:
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Address:
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Your are entitled to as many copies as you may reasonably request and if you
need more than ten copies, please so indicate by noting the number of copies
required below.
4
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the aggregate principal amount of
Outstanding Notes indicated above. Subject to, and effective upon, the
acceptance for exchange of the Outstanding Notes tendered hereby, the
undersigned hereby exchanges, assigns and transfers to, or upon the order of,
the Company all right, title and interest in and to such Outstanding Notes.
The undersigned hereby irrevocably constitutes and appoints the
Exchange Agent its agent and attorney-in-fact (with full knowledge that the
Exchange Agent also acts as the agent of the Company) with respect to the
tendered Outstanding Notes with the full power of substitution to (i) deliver
certificates for such Outstanding Notes to the Company and deliver all
accompanying evidences of transfer and authenticity to, or upon the order of,
the Company and (ii) present such Outstanding Notes for transfer on the books of
the Company and (iii) receive for the account of the Company all benefits and
otherwise exercise all rights of beneficial ownership of such Outstanding Notes,
all in accordance with the terms of the Exchange Offer. The power of attorney
granted in this paragraph shall be deemed to be irrevocable from and after the
Expiration Date and coupled with an interest.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign and transfer the
Outstanding Notes tendered hereby and that the Company will acquire good and
unencumbered title thereto, free and clear of all liens, restrictions, charges
and encumbrances and not subject to any adverse claim when the same are accepted
by the Company. The undersigned hereby further represents that (i) any Exchange
Notes acquired in exchange for Outstanding Notes tendered hereby will have been
acquired in the ordinary course of business of the person receiving such
Exchange Notes, whether or not such person is the undersigned, (ii) neither the
Holder of such Outstanding Notes nor any such other person has an arrangement or
understanding with any person to participate in the distribution of such
Exchange Notes and (iii) neither the Holder of such Outstanding Notes nor any
such other person is an "affiliate", as described in Rule 405 under the
Securities Act of 1933 (the "1933 Act"), of the Company or of the Guarantor.
The undersigned agrees that acceptance of any tendered Outstanding
Notes by the Company and the issuance of Exchange Notes in exchange therefor
will constitute performance in full by the Company of its obligations under the
Registration Rights Agreement (as defined in the Prospectus) and that the
Company will have no further obligations or liabilities thereunder (except in
limited circumstances).
The undersigned also acknowledges that this Exchange Offer is being
made in reliance on certain interpretive letters by the staff of the Securities
and Exchange Commission (the "SEC") to third parties in unrelated transactions.
On the basis thereof, the Exchange Notes issued in exchange for the Outstanding
Notes pursuant to the Exchange Offer may be offered for resale, resold and
otherwise transferred by Holders thereof (other than any such Holder that is an
"affiliate" of the Company or of the Guarantor within the meaning of Rule 405
under the Securities Act of 1933, as amended (the "Securities Act")) without
compliance with the registration and prospectus delivery provisions of the
Securities Act, provided that such Exchange Notes are acquired in the ordinary
course of such Holders' business and such Holders are not participating in, and
have no arrangement or understanding with any person to participate in, the
distribution of such Exchange Notes. However, the undersigned acknowledges that
the Company has not sought its own no-action letter and there can be no
assurance that the staff of the SEC would make a similar determination with
respect to the Exchange Offer as in such other circumstances.
If the undersigned is not a broker-dealer, the undersigned represents
that it is not engaged in, and does not intend to engage in, a distribution of
Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange
Notes for its own account in exchange for Outstanding Notes that were acquired
as a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Notes; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
5
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or the Company to be necessary or
desirable to complete the exchange, assignment and transfer of the Outstanding
Notes tendered hereby.
All authority conferred or agreed to be conferred in this Letter and
every obligation of the undersigned hereunder will be binding upon the heirs,
legal representatives, successors, assigns, executors, administrators and
trustees in bankruptcy of the undersigned and shall not be affected by, and will
survive, the death, bankruptcy or incapacity of the undersigned. This tender may
be withdrawn only in accordance with the procedures set forth in the
Instructions contained in this Letter or the Prospectus under "The Exchange
Offer - Withdrawal Rights."
For purposes of this Exchange Offer, the Company shall be deemed to
have accepted validly tendered Outstanding Notes when, as and if the Company has
given oral and written notice thereof to the Exchange Agent.
The undersigned understands that tenders of the Outstanding Notes
pursuant to any one of the procedures described under "The Exchange Offer --
Procedures for Tendering Outstanding Notes" in the Prospectus and in the
Instructions hereto will constitute a binding agreement between the undersigned
and the Company in accordance with the terms and subject to the conditions set
forth herein and in the Prospectus.
The undersigned recognizes that under certain circumstances set forth
in the Prospectus under "The Exchange Offer -- Conditions to the Exchange Offer"
the Company will not be required to accept for exchange any of the Outstanding
Notes tendered. Outstanding Notes not accepted for exchange or withdrawn will be
returned (or, in the case of Outstanding Notes tendered by book-entry transfer
through the Book-Entry Transfer Facility, will promptly be credited to an
account maintained at the Book-Entry Transfer Facility), without expense, to the
undersigned at the address set forth below unless otherwise indicated under
"Special Delivery Instructions" below as promptly as practicable after the
Expiration Date.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please issue the certificates or electronic transfers
representing the Exchange Notes issued in exchange for the Outstanding Notes
accepted for exchange (and, if applicable, any substitute certificates or
electronic transfers representing Outstanding Notes not exchanged) in the
name(s) of the undersigned or, in the case of a book-entry delivery of
Outstanding Notes, please credit the account indicated above maintained at the
Book-Entry Transfer Facility. Similarly, unless otherwise indicated in the box
entitled "Special Delivery Instructions" below, please deliver certificates
representing the Exchange Notes issued in exchange for the Outstanding Notes
accepted for exchange (and, if applicable, any substitute certificates
representing Outstanding Notes for any Outstanding Notes not exchanged) to the
undersigned at the address shown above in the box entitled "Description of
Outstanding Notes."
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF
OUTSTANDING NOTES" ABOVE AND SIGNING THIS LETTER AND DELIVERING SUCH NOTES AND
THIS LETTER TO THE EXCHANGE AGENT, WILL BE DEEMED TO HAVE TENDERED THE
OUTSTANDING NOTES AS SET FORTH IN SUCH BOX ABOVE.
6
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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(Complete accompanying Substitute Form W-9)
I hereby TENDER the Outstanding Notes described above in the box entitled
"Description of Outstanding Notes" pursuant to the terms of the Exchange
Offer.
X Date: , 199_
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X Date: , 199_
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Signature(s) of Owner
Area Code and Telephone Number
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The above lines must be signed by the registered Holder(s) exactly as
their name(s) appear(s) on the Outstanding Notes, or on a security position
listing or by person(s) authorized to become registered Holder(s) by a properly
completed bond power from the registered Holder(s), a copy of which must be
transmitted with this Letter. If Outstanding Notes to which this Letter relate
are held of record by two or more joint Holders, then all such Holders must sign
this. If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, then please set forth full title. See Instruction 4.
Name(s):
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(Please Type or Print)
Capacity:
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Address:
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(Including Zip Code)
SIGNATURE GUARANTEE
(If required by Instruction 4)
Signature(s) Guaranteed
by an Eligible Institution:
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(Authorized Signature)
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(Title)
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(Name of Firm)
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(Address and Telephone Number)
Dated: , 199_
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7
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SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 4 and 5)
To be completed ONLY if certificates for
Outstanding Notes not exchanged and/or Exchange Notes
are to be issued in the name of and sent to someone
other than the person or persons whose signature(s)
appear(s) on this Letter above or if Outstanding Notes
delivered by book-entry transfer which are not
accepted for exchange are to be returned by credit to
an account maintained at the Book-Entry Transfer
Facility other than the account indicated above.
Issue: Exchange Notes and/or Outstanding Notes to:
Name(s):
..................................................
(Please Type or Print)
..........................................................
(Please Type or Print)
Address:
..................................................
..........................................................
(Zip Code)
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Employer Identification Number
or Social Security Number
(Complete Substitute Form W-9)
[_] Credit unexchanged Outstanding Notes delivered by
book-entry transfer to the Book-Entry Transfer
Facility account set forth below:
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(Book-Entry Transfer Facility
Account Number, if applicable)
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SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4 and 5)
To be completed ONLY if certificates for
Outstanding Notes not exchanged and/or Exchange
Notes are to be sent to someone other than the
person or persons whose signature(s) appear(s) on
this Letter above or to such person or persons at
an address other than shown in the box above
entitled "Description of Outstanding Notes."
Deliver: Exchange Notes and/or Outstanding Notes
to:
Name(s):
.............................................
(Please Type or Print)
.....................................................
(Please Type or Print)
Address:
..............................................
.....................................................
(Zip Code)
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IMPORTANT: UNLESS GUARANTEED DELIVERY PROCEDURES ARE COMPLIED WITH, THIS
LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATE(S) FOR OUTSTANDING
NOTES AND ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE EXCHANGE AGENT
PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
8
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING ANY
BOX ABOVE.
This Letter is to be used to forward, and must accompany, all certificates
representing Outstanding Notes tendered pursuant to the Exchange Offer.
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Exchange Offer
1. Delivery of this Letter and Outstanding Notes.
This letter is to be completed by Holders either if certificates are to
be forwarded herewith or if tenders are to be made pursuant to the procedure for
delivery set forth in the section of the Prospectus captioned "The Exchange
Offer - Book-Entry Transfer." Certificates for all physically-tendered
Outstanding Notes or Book-Entry Confirmation, as the case may be as well as a
properly completed and duly executed copy of this Letter (or facsimile thereof),
a Substitute Form W-9 (or facsimile thereof) and any other documents required by
this Letter must be received by the Exchange Agent at its address set forth
herein on or before the Expiration Date or the tendering Holder must comply with
the Guaranteed Delivery Procedures set forth below.
The method of delivery of this Letter, the Outstanding Notes and all
other required documents is at the election and risk of the tendering Holders,
but delivery will be deemed made only when actually received and confirmed by
the Exchange Agent. If such delivery is by mail, it is recommended that
registered mail properly insured, with return receipt requested, be used and
that the mailing be made sufficiently in advance of the Expiration Date to
permit delivery to the Exchange Agent prior to 5:00 p.m., New York City time, on
the Expiration Date. No letters or Outstanding Notes should be sent to the
Company.
2. Guaranteed Delivery Procedures.
If a Holder desires to tender Outstanding Notes pursuant to the
Exchange Offer, but time will not permit a Letter of Transmittal, the
Outstanding Notes or other required documents to reach the Exchange Agent on or
before the Expiration Date, or the procedure for book-entry transfer cannot be
completed on a timely basis, a tender may be effected if the Exchange Agent has
received at its office a letter or facsimile transmission from an Eligible
Institution setting forth the name and address of the tendering Holder, the
names in which the Outstanding Notes are registered, the principal amount of the
Outstanding Notes being tendered and, if possible, the certificate numbers of
the Outstanding Notes to be tendered, and stating that the tender is being made
thereby and guaranteeing that within three New York Stock Exchange trading days
after the Expiration Date, the Outstanding Notes, in proper form for transfer,
or a Book-Entry Confirmation, as the case may be, together with a properly
completed and duly executed Letter of Transmittal and any other required
documents, will be delivered by such Eligible Institution to the Exchange Agent.
Unless Outstanding Notes being tendered by the above-described method are
deposited with the Exchange Agent within the time period set forth above
(accompanied or preceded by a properly completed Letter of Transmittal and any
other required documents), the Company may, at its option, reject the tender.
Copies of a Notice of Guaranteed Delivery which may be used by Eligible
Institutions for the purposes described in this paragraph are available from the
Exchange Agent.
3. Tender by Holder, Partial Tender, and Withdrawals.
Only a Holder of Outstanding Notes may tender such Outstanding Notes in
the Exchange Offer. Any beneficial owner whose Outstanding Notes are registered
in the name of a broker, dealer, commercial bank, trust company or other nominee
and who wishes to tender should contact the registered Holder promptly and
instruct such registered Holder to tender on behalf of such beneficial owners.
If such beneficial owner wishes to tender on such owner's own behalf, such owner
must, prior to completing and executing this Letter and delivering such owner's
Outstanding Notes, either make appropriate arrangements to register ownership of
the Outstanding Notes in such owner's name or obtain a properly completed bond
power from the registered Holder. The transfer of registered ownership may take
considerable time.
9
Tenders of Outstanding Notes will be accepted only in denominations of
$1,000 or integral multiples thereof. If less than all of the Outstanding Notes
are to be tendered, the tendering Holder(s) should fill in the aggregate
principal amount of Outstanding Notes to be tendered in the box above entitled
"Description of Outstanding Notes - Principal Amount of Outstanding Notes
Tendered". A reissued certificate representing the balance of nontendered
Outstanding Notes will be sent to such tendering Holder (except in the case of
book-entry tenders), unless otherwise provided in the appropriate box on this
Letter, promptly after the Expiration Date. All of the Outstanding Notes
delivered to the Exchange Agent will be deemed to have been tendered unless
otherwise indicated.
Any Holder who has tendered Outstanding Notes may withdraw the tender
by delivering written notice of withdrawal (which may be sent by facsimile) to
the Exchange Agent at its address set forth herein prior to 5:00 p.m., New York
City time, on the Expiration Date. Any such notice of withdrawal must (i)
specify the person named in the Letter of Transmittal as having tendered the
Outstanding Notes to be withdrawn, (ii) identify the certificate numbers of the
Outstanding Notes to be withdrawn (except in the case of book-entry tenders),
(iii) identify the principal amount of Outstanding Notes to be withdrawn, (iv)
state that such Holder is withdrawing its election to have such Outstanding
Notes exchanged and (v) be signed by the registered Holder of such Outstanding
Notes in the same manner as the original signature on the Letter of Transmittal
(including any required signature guarantees) by which such Outstanding Notes
were tendered, or be accompanied by evidence satisfactory to the Company that
the person withdrawing the tender has succeeded to the beneficial ownership of
the Outstanding Notes being withdrawn. The Exchange Agent will return the
properly withdrawn Outstanding Notes promptly following receipt of notice of
withdrawal. All questions as to the validity of notices of withdrawals,
including time of receipt, will be determined by the Company, and such
determinations will be final and binding on all parties.
4. Signatures on this Letter; Bond Powers and Endorsements; Guarantee of
Signatures.
If this Letter is signed by the registered Holder of the Outstanding
Notes tendered herewith, the signature must correspond exactly with the name as
written on the face of the certificates (if applicable) without any alteration,
enlargement or change whatsoever.
If any tendered Outstanding Notes are owned of record by two or more
joint owners, all such owners must sign this Letter. If any tendered Outstanding
Notes are registered in different names on several certificates, it will be
necessary to complete, sign and submit as many separate copies of this Letter as
there are names in which tendered Outstanding Notes are registered.
The registered Holder must either properly endorse the Outstanding
Notes tendered or transmit a properly completed separate bond power with this
Letter (in either case, executed exactly as the name of the registered Holder
appears on such Outstanding Notes), with the signature on the endorsement or
bond power guaranteed by an Eligible Institution, unless such certificates or
bond powers are signed by an Eligible Institution.
If this Letter or any Outstanding Notes or bond powers are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing and submit with this Letter evidence
satisfactory to the Company of their authority to so act.
The signatures on this Letter or a notice of withdrawal, as the case
may be, must be guaranteed unless the Outstanding Notes surrendered for exchange
pursuant thereto are tendered (i) by a registered Holder of the Outstanding
Notes who has not completed the box entitled "Special Issuance Instructions" or
"Special Delivery Instructions" in this Letter or (ii) for the account of an
Eligible Institution. In the event that the signatures in this Letter or a
notice of withdrawal, as the case may be, are required to be guaranteed, such
guarantees must be by a commercial bank or trust company located or having an
office or correspondent in the United States, or by a member firm of a national
securities exchange or the National Association of Securities Dealers, Inc., or
by a member of a signature medallion program such as "STAMP" (any of the
foregoing being referred to herein as an
10
"Eligible Institution"). If Outstanding Notes are registered in the name of a
person other than the signer of this Letter, the Outstanding Notes surrendered
for exchange must be endorsed by, or be accompanied by a written instrument or
instruments of transfer or exchange, in satisfactory form as determined by the
Company in its sole discretion, duly executed by the registered Holder with the
signature thereon guaranteed by an Eligible Institution.
5. Special Issuance and Delivery Instructions.
Tendering Holders of Outstanding Notes should indicate in the
applicable box the name and address or account at DTC in which Exchange Notes
issued pursuant to the Exchange Offer and/or substitute Outstanding Notes for
principal amounts not tendered or not accepted for exchange are to be issued,
sent or deposited if different from the name and address or account of the
person signing this Letter. In the case of issuance in a different name, the
employer identification or social security number of the person named must also
be indicated. Holders tendering Outstanding Notes by book-entry transfer may
request that Outstanding Notes not exchanged be credited to such account
maintained at the Book-Entry Transfer Facility as such Holder may designate
hereon. If no such instructions are given, any Exchange Notes will be issued in
the name of, and delivered to, the name or address of the person signing this
Letter, and any Outstanding Notes not accepted for exchange will be returned to
the name or address of the person signing this Letter.
6. Backup Federal Income Tax Withholding and Substitute Form W-9.
Under the federal income tax laws, payments that may be made by the
Company on account of Exchange Notes issued pursuant to the Exchange Offer may
be subject to backup withholding at the rate of 31%. In order to avoid such
backup withholding, each tendering Holder should complete and sign the
Substitute Form W-9 included in this Letter and either (a) provide the correct
taxpayer identification number ("TIN") and certify, under penalties of perjury,
that the TIN provided is correct and that (i) the Holder has not been notified
by the Internal Revenue Service (the "IRS") that the Holder is subject to backup
withholding as a result of failure to report all interest or dividends or (ii)
the IRS has notified the Holder that the Holder is no longer subject to backup
withholding; or (b) provide an adequate basis for exemption. If the tendering
Holder has not been issued a TIN and has applied for one, or intends to apply
for one in the near future, such Holder should check the box "Awaiting TIN" in
Part I of the Substitute Form W-9, sign and date the Substitute Form W-9 and
sign the Certificate of Payee Awaiting Taxpayer Identification Number. If the
"Awaiting TIN" box is checked in Part I, the Company (or the Paying Agent under
the Indenture governing the Exchange Notes) will retain 31% of payments made to
the tendering Holder during the 60-day period following the date of the
Substitute Form W-9. If the Holder furnishes the Exchange Agent or the Company
with its TIN within 60-days after the date of the Substitute Form W-9, the
Company (or the Paying Agent) will remit such amounts retained during the 60-day
period to the Holder and no further amounts shall be retained or withheld from
payments made to the Holder thereafter. If, however, the Holder has not provided
the Exchange Agent or the Company with its TIN within such 60-day period, the
Company (or the Paying Agent) will remit such previously retained amounts to the
IRS as backup withholding. In general, if a Holder is an individual, the
taxpayer identification number is the Social Security Number of such individual.
If the Exchange Agent or the Company is not provided with the correct taxpayer
identification number, the Holder may be subject to a $50 penalty imposed by the
IRS. Certain Holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, such Holder must submit a statement (generally, IRS Form W-8), signed
under penalties of perjury, attesting to that individual's exempt status. Such
statements can be obtained from the Exchange Agent. For further information
concerning backup withholding and instructions for completing the Substitute
Form W-9 (including how to obtain a taxpayer identification number if you do not
have one and how to complete the Substitute Form W-9 if Outstanding Notes are
registered in more than one name), consult the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9.
Failure to complete the Substitute Form W-9 will not, by itself, cause
Outstanding Notes to be deemed invalidly tendered, but may require the Company
(or the Paying Agent) to withhold 31% of the amount of any payments made on
account of the Exchange Notes. Backup withholding is not an additional federal
income tax. Rather, the federal income tax liability of a person 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.
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7. Transfer Taxes.
The Company will pay all transfer taxes, if any, applicable to the
transfer of Outstanding Notes to it or its order pursuant to the Exchange Offer.
If, however, Exchange Notes and/or substitute Outstanding Notes not exchanged
are to be delivered to, or are to be registered or issued in the name of, any
person other than the registered Holder of the Outstanding Notes tendered
herewith, or if tendered Outstanding Notes are registered in the name of any
person other than the person signing this Letter, or if a transfer tax is
imposed for any reason other than the transfer of Outstanding Notes to the
Company or its order pursuant to the Exchange Offer, the amount of any such
transfer taxes (whether imposed on the registered Holder or any other persons)
will be payable by the tendering Holder. If satisfactory evidence of payment of
such taxes or exemption therefrom is not submitted herewith, the amount of such
transfer taxes will be billed directly to such tendering Holder.
Except as provided in this Instruction 7, it will not be necessary for
transfer tax stamps to be affixed to the Outstanding Notes specified in this
Letter.
8. Waiver of Conditions.
The Company reserves the absolute right to waive, in whole or in part,
any of the conditions to the Exchange Offer set forth in the Prospectus.
9. No Conditional Tenders.
No alternative, conditional, irregular or contingent tenders of
Outstanding Notes or transmittals of this Letter will be accepted. All tendering
Holders of Outstanding Notes, by execution of this Letter, shall waive any right
to receive notice of the acceptance of their Outstanding Notes for exchange.
Neither the Company, the Exchange Agent nor any other person is
obligated to give notice of defects or irregularities in any tender, nor shall
any of them incur any liability for failure to give any such notice.
10. Inadequate Space.
If the space provided herein is inadequate, the aggregate principal
amount of Outstanding Notes being tendered and the certificate number or numbers
(if applicable) should be listed on a separate schedule attached hereto and
separately signed by all parties required to sign this Letter.
11. Mutilated, Lost, Stolen or Destroyed Outstanding Notes.
If any certificate has been lost, mutilated, destroyed or stolen, the
Holder should promptly notify Norwest Bank Minnesota, National Association at
6th Street and Marquette Avenue, Minneapolis, Minnesota 55479-0113, telephone
(800) 344-5128. The Holder will then be instructed as to the steps that must be
taken to replace the certificate. This Letter and related documents cannot be
processed until the Outstanding Notes have been replaced.
12. Requests for Assistance or Additional Copies.
Questions relating to the procedure for tendering, as well as requests
for additional copies of the Prospectus and this Letter may be directed to the
Exchange Agent at the address and telephone number indicated above.
13. Validity of Tenders.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of tendered Outstanding Notes will be determined by the
Company, in its sole discretion, which determination will be final and binding.
The Company reserves the right to reject any and all Outstanding Notes not
validly tendered or any Outstanding Notes, the Company's acceptance of which
would, in the opinion of the Company, be unlawful. The Company also reserves the
right to waive any conditions of the Exchange Offer or defects or irregularities
in tenders of Outstanding Notes as to any ineligibility of any Holder who seeks
to tender Outstanding Notes in the Exchange
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Offer. The interpretation of the terms and conditions of the Exchange Offer
(including this Letter and the Instructions hereto) by the Company shall be
final and binding on all parties. Unless waived, any defects or irregularities
in connection with tenders of Outstanding Notes must be cured within such time
as the Company shall determine. Neither the Company, the Exchange Agent nor any
other person shall be under any duty to give notification of defects or
irregularities with respect to tenders of Outstanding Notes, nor shall any of
them incur any liability for failure to give such notification. Tenders of
Outstanding Notes will not be deemed to have been made until such defects or
irregularities have been cured or waived.
14. Acceptance of Tendered Outstanding Notes and Issuance of Exchange
Notes; Return of Outstanding Notes.
Subject to the terms and conditions of the Exchange Offer, the Company
will accept for exchange all validly tendered Outstanding Notes as soon as
practicable after the Expiration Date and will issue Exchange Notes therefor as
soon as practicable thereafter. For purposes of the Exchange Offer, the Company
shall be deemed to have accepted tendered Outstanding Notes when, as and if the
Company has given written and oral notice thereof to the Exchange Agent. If any
tendered Outstanding Notes are not exchanged pursuant to the Exchange Offer for
any reason, such unexchanged Outstanding Notes will be returned, without
expense, to the name and address shown above or at a different address as may be
indicated under "Special Delivery Instructions" as soon as practicable after the
Expiration Date.
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TO BE COMPLETED BY ALL TENDERING HOLDERS
(See Instruction 6)
PAYOR'S NAME: SHOPPERS FOOD WAREHOUSE CORP.
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU ON ACCOUNT OF THE EXCHANGE NOTES.
====================================================================================================================
SUBSTITUTE FORM W-9 Part I--Taxpayer Identification Number
Department of the Treasury Enter your taxpayer identification ----------------------------------
Internal Revenue Service number in the appropriate box. For Social Security Number
most individuals, this is your social
security number. If you do not have a OR
number, see how to obtain a "TIN" in
the enclosed Guidelines.
----------------------------------
NOTE: If the account is in more than Employer Identification Number
one name, see the chart on page 2 of
the enclosed Guidelines to determine OR
what number to give.
[_] Awaiting TIN
-------------------------------------------------------------------------------
Part II--For Payees Exempt from Backup Withholding (see enclosed Guidelines)
-------------------------------------------------------------------------------
Payor's Request for Taxpayer CERTIFICATION--UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
Identification Number (TIN) and (1) the number shown on this form is my correct Taxpayer Identification
Certification Number (or I am waiting for a number to be issued to me), and
(2) I am no subject to backup withholding either because 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 the IRS has notified me that I am no longer subject to backup
withholding.
SIGNATURE DATE
---------------------------------------- ----------------------
NAME
----------------------------------------------------------------------
(please print)
- --------------------------------------------------------------------------------
Certificate Guidelines--You must cross out Item (2) of the above certification
if you have been notified by the IRS that you are subject to backup withholding
because of under-reporting of 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 Item (2).
================================================================================
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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX "AWAITING
TIN" IN PART I OF SUBSTITUTE FORM W-9
================================================================================
CERTIFICATION OF PAYEE AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify, under penalties of perjury, that a Taxpayer Identification
Number has not been issued to me and that I mailed or delivered an application
to receive a Taxpayer Identification Number to the appropriate Internal Revenue
Service Center or Social Security Administration Office (or I intend to mail or
deliver an application in the near future). I understand that if I do not
provide a Taxpayer Identification Number to the payor, 31% of all payments made
to me on account of the Exchange Notes shall be retained until I provide a
Taxpayer Identification Number to the payor and that, if I do not provide my
Taxpayer Identification Number within 60 days, such retained amounts shall be
remitted to the Internal Revenue Service as a backup withholding and 31% of all
reportable payments made to me thereafter will be withheld and remitted to the
Internal Revenue Service until I provide a Taxpayer Identification Number.
SIGNATURE DATE
------------------------------------ ----------------
================================================================================
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
15