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 Our Clients:
We are enclosing herewith a Prospectus, dated November 26, 1997 of
Shoppers Food Warehouse Corp. (the "Company") and a related Letter of
Transmittal (which together constitute the "Exchange Offer") relating to the
offer by 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 Exchange Offer.
Please note that the offer will expire at 5:00 p.m., New York City
time, on January 12, 1998, unless extended.
The Exchange Offer is not conditioned upon any minimum number of
Outstanding Notes being tendered.
We are the participants in the book-entry transfer facility of
Outstanding Notes held by us for your account. A tender of such Outstanding
Notes can be made only by us as the participant in the book-entry transfer
facility and pursuant to your instructions. The Letter of Transmittal is
furnished to you for your information only and cannot be used by you to tender
Outstanding Notes held by us for your account.
We request instructions as to whether you wish to tender any or all of
the Outstanding Notes held by us for your account pursuant to the terms and
conditions of the Exchange Offer. We also request that you confirm that we may
on your behalf make the representations contained in the Letter of Transmittal
that are to be made with respect to you as beneficial owner.
Pursuant to the Letter of Transmittal, each Holder of Outstanding Notes
will represent to the Company that (i) the Exchange Notes acquired in the
Exchange Offer are being obtained in the ordinary course of business of the
person receiving such Exchange Notes, (ii) the Holder of the Outstanding Notes
has no 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, the Holder is not engaged in and does not intend
to participate in a distribution of the Exchange Notes and (iv) the Holder is
not 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,
we will 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 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.
Very truly yours,
INSTRUCTION TO
BOOK-ENTRY TRANSFER PARTICIPANT FROM OWNER
OF
Shoppers Food Warehouse Corp.
9 3/4% Senior Notes due 2004
To Participant of the
Book-Entry Transfer Facility:
The undersigned hereby acknowledges receipt of the Prospectus dated
November 26, 1997 of Shoppers Food Warehouse Corp. (the "Company") and a related
Letter of Transmittal (which together constitute the "Exchange Offer").
Capitalized terms used but not defined herein have the meanings ascribed to them
in the Prospectus.
This will instruct you, the book-entry transfer facility participant,
as to the action to be taken by you relating to the Exchange Offer with respect
to the Outstanding Notes held by you for the account of the undersigned.
The aggregate face amount of the Outstanding Notes held by you for the
account of the undersigned is (fill in amount):
$___________________ of the 9 3/4% Senior Notes due 2004.
With respect to the Exchange Offer, the undersigned hereby instructs
you (check appropriate statement):
A. ________________ To TENDER the following Outstanding Notes held by
you for the account of the undersigned (insert principal amount of
Outstanding Notes to be tendered):
$_________________ of the 9 3/4% Senior Notes due 2004, and not to
tender other Outstanding Notes, if any, held by
you for the account of the undersigned;
OR
B. ________________ NOT to tender any Outstanding Notes held by you
for the account of the undersigned.
If the undersigned instructs you to tender the Outstanding Notes held
by you for the account of the undersigned, it is understood that you are
authorized 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 Exchange Notes acquired pursuant to the Exchange
Offer are being obtained in the ordinary course of business of the undersigned,
(ii) the undersigned has no arrangement nor understanding with any person to
participate in the distribution of such Exchange Notes, (iii) if the undersigned
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, the undersigned is not
engaged in and does not intend to participate in a distribution of the Exchange
Notes and (iv) the undersigned is not 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"). If the undersigned is a broker-dealer (whether
or not it is also an "affiliate") that will receive Exchange Notes for its own
account pursuant to the Exchange Offer, it represents that such Outstanding
Notes to be exchanged were acquired by it as a result of market-making
activities or other trading activities, and it acknowledges 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
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of such Exchange notes, the undersigned will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.
SIGN HERE
Name of beneficial owner(s):
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Signature(s):
----------------------------------------
Name(s) (please print):
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Address:
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Telephone Number:
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Taxpayer identification or Social Security Number:
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Date:
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