Offer to Exchange
9 3/4% Senior Notes due 2004, which
have been registered under the Securities Act,
for Outstanding
9 3/4% Senior Notes due 2004
of
Shoppers Food Warehouse Corp.
To The Depository Trust Company Participants:
We are enclosing herewith the materials listed below relating to the
offer by Shoppers Food Warehouse Corp. (the "Company") to exchange its 9 3/4%
Senior Notes due 2004 (the "Exchange Notes"), pursuant to an offering registered
under the Securities Act of 1933, as amended (the "Securities Act"), for a like
principal amount of its issued and outstanding 9 3/4% Senior Notes due 2004 (the
"Outstanding Notes") upon the terms and subject to the conditions set forth in
the Company's Prospectus dated November 26, 1997, and the related Letter of
Transmittal (which together constitute the "Exchange Offer").
Enclosed herewith are copies of the following documents;
i. Prospectus dated November 26, 1997;
ii. Letter of Transmittal;
iii. Notice of Guaranteed Delivery;
iv. Instruction to Book-Entry Transfer Participant from Owner, and
v. Letter, which may be sent to your clients for whose account you
hold Outstanding Notes in your name or in the name of your
nominee, accompanying the instruction form referred to above, for
obtaining such client's instruction with regard to the Exchange
Offer.
We urge you to contact your clients promptly. Please note that the
offer will expire at 5:00 p.m., New York City time, on January 12, 1997, unless
extended.
The Exchange Offer is not conditioned upon any minimum number of
Outstanding Notes being tendered.
To participate in the Exchange Offer, a beneficial Holder must cause a
DTC Participant to tender such Holder's Outstanding Notes to Norwest Bank
Minnesota, National Association's (the "Exchange Agent") account maintained at
the Depository Trust Company ("DTC") for the benefit of the Exchange Agent
through DTC's Automated Tender Offer Program ("ATOP"), including transmission of
a computer-generated message that acknowledges and agrees to be bound by the
terms of the Letter of Transmittal. By complying with DTC's ATOP procedures with
respect to the Exchange Offer, the DTC Participant confirms on behalf of itself
and the beneficial owners of tendered Outstanding Notes all provisions of the
Letter of Transmittal applicable to it and such beneficial owners as fully as if
it completed, executed and returned the Letter of Transmittal to the Exchange
Agent.
Pursuant to the Letter of Transmittal, each Holder of Outstanding Notes
will represent to the Company that (i) the Exchange Notes acquired by the
Exchange Offer are being obtained in the ordinary course of business of the
person receiving such Exchange Notes, whether or not such person is such Holder,
(ii) neither the Holder of the Outstanding Notes nor any such other person has
an arrangement or understanding with any person to participate in the
distribution of such Exchange Notes, (iii) if the Holder is not a broker-dealer
or is a broker-dealer but will not receive Exchange Notes for its own account in
exchange for Outstanding Notes, neither the Holder nor any such person is
engaged in or intends to participate in a distribution of the Exchange Notes and
(iv) neither the Holder nor any such person is an
"affiliate" of the Company or of the Guarantor within the meaning of Rule 405
under the Securities Act. If the tendering Holder is a broker-dealer that will
receive Exchange Notes for its own account pursuant to the Exchange Offer, you
represent on behalf of such broker-dealer that the Outstanding Notes to be
exchanged for the Exchange Notes were acquired by it as a result of market-
making activities or other trading activities, and acknowledge on behalf of such
broker-dealer that it will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of such Exchange Notes. By
acknowledging that it will deliver and by delivering a prospectus meeting the
requirements of the Securities Act in connection with any resale of such
Exchange Notes, such broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
The enclosed Instruction to the Book-Entry Transfer Participant from
Owner contains an authorization by the beneficial owners of the Outstanding
Notes for you to make the foregoing representations.
The Company will not pay any fee or commission to any broker or dealer
or to any other persons (other than the Exchange Agent) in connection with the
solicitation of tenders of Outstanding Notes pursuant to the Exchange Offer. The
Company will pay or cause to be paid any transfer taxes payable on the transfer
of Outstanding Notes to it, except as otherwise provided in Instruction 5 of the
enclosed Letter of Transmittal.
Additional copies of the enclosed material may be obtained from Norwest
Bank Minnesota, National Association, 6th Street and Marquette Avenue,
Minneapolis, MN 55479-0113, Attention: Corporate Trust Operation.
Very truly yours,
Shoppers Food Warehouse Corp.
By: /s/ Mark A. Flint
--------------------------------
Mark A. Flint
President
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE
AGENT OF SHOPPERS FOOD WAREHOUSE CORP. OR NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION OR AUTHORIZE YOU TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR
BEHALF IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED
HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
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