EXHIBIT 99.4 - FORM OF INSTRUCTIONS AS TO USE OF SUBSCRIPTION WARRANTS
INSTRUCTIONS AS TO USE OF SMART & FINAL INC.
SUBSCRIPTION WARRANTS
CONSULT CHASEMELLON SHAREHOLDER SERVICES, L.L.C., YOUR BANK OR BROKER WITH ANY
QUESTIONS
The following instructions relate to a rights offering (the "Rights
Offering") by Smart & Final Inc., a Delaware corporation (the "Company"), to the
holders of its Common Stock (the "Common Stock"), as described in the Company's
Prospectus dated __________, 1999 (the "Prospectus"). Holders of record of
shares of the Common Stock at the close of business on _____________, 1999 (the
"Record Date") are receiving one (1) transferable subscription right
(collectively, the "Rights") for each share of the Common Stock held on the
Record Date.
Holders of Rights are entitled to purchase one (1) share of Common Stock
for every _______ Rights granted (the "Basic Subscription Privilege"), upon
payment of $_______ in cash per share of Common Stock purchased (the
"Subscription Price"). In this Rights Offering, the Company is distributing an
aggregate of approximately ___________ Rights exercisable to purchase an
aggregate of approximately ______________ shares of Common Stock (the
"Shares").
In addition, subject to the proration described below, each holder of
Rights who fully exercises the Basic Subscription Privilege also has the right
to subscribe at the Subscription Price for additional Shares (the
"Oversubscription Privilege"). Shares will be available for purchase pursuant
to the Oversubscription Privilege only to the extent that all the Shares are not
subscribed for through the exercise of the Basic Subscription Privilege by the
Expiration Date. If the Shares so available (the "Excess Shares") are not
sufficient to satisfy all subscriptions pursuant to the Oversubscription
Privilege, the available Excess Shares will be allocated pro rata among holders
of the Rights exercising the Oversubscription Privilege, in proportion to the
number of Shares each such holder has purchased pursuant to his or her
respective Basic Subscription Privilege; provided, however, that if such pro
rata allocation results in any holder being allocated a greater number of Excess
Shares than such holder subscribed for pursuant to the exercise of such holder's
Oversubscription Privilege, then such holder will be allocated only such number
of Excess Shares as such holder subscribed for and the remaining Excess Shares
will be allocated among all other holders exercising Oversubscription
Privileges. See discussion set forth under "The Rights Offering" in the
Prospectus.
No fractional shares or cash in lieu thereof will be issued or paid. The
number of shares which may be purchased by the exercise of Rights distributed to
record holders by the Company or Rights which have been transferred must be
rounded down to the nearest whole number in order to avoid issuing fractional
shares.
The Rights will expire at 5:00 p.m., New York City time, on ___________,
1999, unless extended (the "Expiration Date"). The Rights are eligible for
trading on the New York Stock Exchange under the symbol "SMF Rt".
The number of Rights to which you are entitled is printed on the face of
your Subscription Warrant. You should indicate your wishes with regard to the
exercise or sale of your Rights by completing the appropriate form or forms on
your Subscription Warrant and returning the certificate to ChaseMellon
Shareholder Services, L.L.C. in the envelope provided.
In order to exercise Rights, on or before 5:00 p.m., New York City time, on
the Expiration Date, ChaseMellon Shareholder Services, L.L.C. must have received
from you (1) your Subscription Warrant, or you must have timely complied with
the guaranteed delivery requirements for your Subscription Warrants, and (2)
payment of the full Subscription Price, including final clearance of any checks.
You may not revoke any exercise of a Right.
1. SUBSCRIPTION PRIVILEGE.
To exercise Rights, complete Form 1 and send your properly completed
and executed Subscription Warrant, together with payment in full of the
Subscription Price for each share of Common Stock subscribed for pursuant to the
Basic Subscription Privilege and the Oversubscription Privilege, to the
Subscription Agent. Payment of the Subscription Price must be made in U.S.
dollars for the full number of Shares being subscribed for by (a) check or bank
draft drawn upon a U.S. bank or U.S. postal money order payable to ChaseMellon
Shareholder Services, L.L.C., as Subscription Agent, or (b) wire transfer of
same day funds to the account maintained by the Subscription Agent for such
purpose at The Chase Manhattan Bank, New York, NY, ABA No. 021 000 021,
Attention: ChaseMellon Shareholder Services Reorg. Account:
__________________________ (Smart & Final Inc.).
The Subscription Price will be deemed to have been received by
ChaseMellon Shareholder Services, L.L.C. only upon (i) the clearance of any
uncertified check, (ii) the receipt by ChaseMellon Shareholder Services, L.L.C.
of any certified check or bank draft drawn upon a U.S. bank or any U.S. postal
money order, or (iii) the receipt of good funds in ChaseMellon Shareholder
Services, L.L.C.'s account designated above. If you are paying by uncertified
personal check, please note that the funds paid thereby may take at least five
business days to clear. Accordingly, holders of the Rights who wish to pay the
Subscription Price by means of uncertified personal check are urged to make
payment sufficiently in advance of the Expiration Date to ensure that such
payment is received and clears by such date and are urged to consider payment by
means of certified or cashier's check, U.S. postal money order or wire transfer
of funds.
Alternatively, you may cause a written guarantee substantially in the
form of Exhibit A to these instructions (the "Notice of Guaranteed Delivery") to
be received by the Subscription Agent at or prior to the Expiration Date
together with payment in full of the applicable Subscription Price. A Notice of
Guaranteed Delivery must be properly signed and completed by both (i) the holder
of a Subscription Warrant, and (ii) a commercial bank, trust company, securities
broker or dealer, credit union, savings association or other eligible guarantor
institution which is a member of or a participant in a signature guarantee
program acceptable to the Subscription Agent (each of the foregoing being an
"Eligible Institution"). Such Notice of Guaranteed Delivery must state your
name, the number of Rights represented by your Subscription Warrant, the number
of Rights being exercised pursuant to the Basic Subscription Privilege, and the
number of Shares of Common Stock, if any, being subscribed for pursuant to the
Oversubscription Privilege, and must guarantee the delivery to ChaseMellon
Shareholder Services, L.L.C. of your properly completed and executed
Subscription Warrants within three New York Stock Exchange trading days
following the date of the Notice of Guaranteed Delivery. If this procedure is
followed, your Subscription Warrant must be received by ChaseMellon Shareholder
Services, L.L.C. within three New York Stock Exchange trading days of the Notice
of Guaranteed Delivery. Additional copies of the Notice of Guaranteed Delivery
may be obtained upon request from ChaseMellon Shareholder Services, L.L.C., at
the address, or by calling the telephone number, indicated below.
You may also sell or transfer your Subscription Warrant, or request
your broker or bank to exercise your Subscription Warrant on your behalf, in
accordance with the procedures specified in instruction 3 below.
Banks, brokers or other nominee holders of the Rights who exercise the
Rights and the Oversubscription Privilege on behalf of beneficial owners of
Rights will be required to certify to the Subscription Agent and the Company, in
connection with the exercise of the Oversubscription Privilege, as to the
aggregate number of Rights that have been exercised, and the number of Shares
that are being subscribed for pursuant to the Oversubscription Privilege, by
each beneficial owner of Rights on whose behalf such nominee holder is acting.
If more Shares of Common Stock are subscribed for pursuant to the
Oversubscription Privilege than are available for sale, such Shares will be
allocated, as described above, among persons exercising the Oversubscription
Privilege in proportion to such persons' exercise of Rights pursuant to the
Basic Subscription Privilege.
The address and telecopier numbers of the Subscription Agent are as
follows:
By Mail: Facsimile Transmission By Hand:
(eligible institutions only):
ChaseMellon Shareholder Services, L.L.C. ChaseMellon Shareholder Services, L.L.C.
Post Office Box 3301 (201) 296-4293 120 Broadway, 13th Floor
South Hackensack, NJ 07606 New York, NY 10271
Attn: Reorganization To confirm receipt of facsimile only: Attn: Reorganization Department
Department
(201) 496-4860
If by Overnight Courier:
ChaseMellon Shareholder Services, L.L.C.
85 Challenger Road--Mail Drop--Reorg
Ridgefield Park, NJ 07660
Attn: Reorganization Department
The address, telephone and telecopier numbers of ChaseMellon
Shareholder Services, L.L.C., for inquiries, information or requests for
additional documentation is as follows:
450 W. 33rd Street, 14th Floor
New York, NY 10001
(212) 273-8080
(banks and brokers call collect)
CALL TOLL-FREE
(800) 414-2879
If you exercise less than all of the Rights evidenced by your
Subscription Warrant by so indicating in Form 1 of your Subscription Warrant,
ChaseMellon Shareholder Services, L.L.C. will issue to you a new Subscription
Warrant evidencing the unexercised Rights. However, if you choose to have a new
Subscription Warrant sent to you, you may not receive the new Subscription
Warrant in sufficient time to permit you to sell or exercise the Rights
evidenced thereby. If you have not indicated the number of Rights being
exercised, or if you have not forwarded full payment of the Subscription Price
for the number of Shares to be purchased according to the number of Rights that
you have indicated are being exercised, you will be deemed to have exercised the
Basic Subscription Privilege with respect to the maximum number of Rights which
may be exercised for the Subscription Price payment delivered by you; and, to
the extent that the Subscription Price payment delivered by you exceeds the
product of the Subscription Price multiplied by the number of Rights evidenced
by the Subscription Warrants delivered by you (such excess being the
"Subscription Excess"), you will be deemed to have exercised your
Oversubscription Privilege to purchase, to the extent available, that number of
whole Shares equal to the quotient obtained by dividing the Subscription Excess
by the Subscription Price.
2. DELIVERY OF COMMON STOCK.
The following deliveries and payments will be made to the address
shown on the face of your Subscription Warrant unless you provide instructions
to the contrary on Form 4.
(a) Basic Subscription Privilege. As soon as practicable after the
Expiration Date, ChaseMellon Shareholder Services, L.L.C. will mail to each
Rights holder who validly exercises the Basic Subscription Privilege
certificates representing Shares purchased pursuant to the Basic Subscription
Privilege.
(b) Oversubscription Privilege. As soon as practicable after the
Expiration Date, ChaseMellon Shareholder Services, L.L.C. will mail to each
Rights holder who validly exercises the Oversubscription Privilege the number of
Shares allocated to such Rights holder pursuant to the Oversubscription
Privilege. See "The Rights Offering--Basic and Oversubscription Privileges" in
the Prospectus.
(c) Cash Payments. As soon as practicable after the Expiration Date,
ChaseMellon Shareholder Services, L.L.C. will mail to each Rights holder who
exercises the Oversubscription Privilege any excess funds, without interest,
received in payment of the Subscription Price for each Share that is subscribed
for by such Rights holder but not allocated to such Rights holder pursuant to
the Oversubscription Privilege.
3. TO SELL OR TRANSFER RIGHTS.
(a) Sale or Exercise of Rights through a Bank or Broker. To sell or
exercise all the Rights evidenced by a Subscription Warrant through your bank or
broker, so indicate on Form 2 and deliver your properly completed and executed
Subscription Warrant to your bank or broker. Your Subscription Warrant should be
delivered to your bank or broker in ample time for it to be exercised. If Form
2 is completed without designating a transferee, ChaseMellon Shareholder
Services, L.L.C. may thereafter treat the bearer of the Subscription Warrant as
the absolute owner of all of the Rights evidenced by such Subscription Warrant
for all purposes, and ChaseMellon Shareholder Services, L.L.C. shall not be
affected by any notice to the contrary. Because your bank or broker cannot
issue subscription warrants, if you wish to sell or exercise less than all of
the Rights evidenced by a Subscription Warrant, either you or your bank or
broker must instruct ChaseMellon Shareholder Services, L.L.C. as to the action
to be taken with respect to the Rights not sold, or you or your bank or broker
must first have your Subscription Warrant divided into Subscription Warrants of
appropriate denominations by following the instructions in instruction 4 of
these instructions. The Subscription Warrants evidencing the number of Rights
you intend to sell can then be transferred by your bank or broker in accordance
with the instructions in this instruction 3(a).
(b) Transfer of Rights to a Designated Transferee. To transfer all of
your Rights to a transferee other than a bank or broker, you must complete Form
2 in its entirety, execute the Subscription Warrant and have your signature
guaranteed by an Eligible Institution. A Subscription Warrant that has been
properly transferred in its entirety may be exercised by a new holder without
having a new Subscription Warrant issued. Because only ChaseMellon Shareholder
Services, L.L.C. can issue Subscription Warrants, if you wish to transfer less
than all of the Rights evidenced by your Subscription Warrant to a designated
transferee, you must instruct ChaseMellon Shareholder Services, L.L.C. as to the
action to be taken with respect to the Rights not sold or transferred, or you
must divide your Subscription Warrant into Subscription Warrants of appropriate
smaller denominations by following the instructions in instruction 4 below. The
Subscription Warrant evidencing the number of Rights you intend to transfer can
then be transferred by following the instructions in this instruction 3(b).
(c) Sale of Rights Through the Subscription Agent. To sell all Rights
evidenced by a Subscription Warrant through the Subscription Agent, so indicate
on Form 3 and deliver your properly completed and exercised Subscription Warrant
to the Subscription Agent. If you wish to sell less than all of the Rights
evidenced by a Subscription Warrant, you must instruct ChaseMellon Shareholder
Services, L.L.C. as to the action to be taken with respect to the Rights not
sold, or you may have your Subscription Warrant divided into Subscription
Warrants of appropriate denominations by following the instructions in
instruction 4 of these instructions. The Subscription Warrant evidencing the
number of Rights you intend to transfer can then be transferred by following the
instructions in this instruction 3(c). Promptly following the Expiration Date,
ChaseMellon Shareholder Services, L.L.C. will send the holder a check for the
net proceeds from the sale of any Rights sold. Orders to sell Rights must be
received by ChaseMellon Shareholder Services, L.L.C. on or before 11:00 a.m.,
New York City time on __________, 1999. No assurance can be given that a market
will develop for the Rights or that ChaseMellon Shareholder Services, L.L.C.
will be able to sell any Rights.
4. TO HAVE A SUBSCRIPTION WARRANT DIVIDED INTO SMALLER DENOMINATIONS.
Send your Subscription Warrant, together with complete separate
instructions (including specification of the denominations into which you wish
your Rights to be divided) signed by you, to ChaseMellon Shareholder Services,
L.L.C., allowing a sufficient amount of time for new Subscription Warrants to be
issued and returned so that they can be used prior to the Expiration Date.
Alternatively, you may ask a bank or broker to effect such actions on your
behalf. Your signature must be guaranteed by an Eligible Institution if any of
the new Subscription Warrants are to be issued in a name other than that in
which the old Subscription Warrant was issued.
Subscription Warrants may not be exercised in a manner that would
result in the purchase of a fractional Share, and any instruction to do so will
be rejected and rounded down to the nearest whole Share to the extent of payment
actually received (with a refund to you of any excess payment actually received
for any fractional Share by ChaseMellon Shareholder Services, L.L.C.). As a
result of delays in the mail, the time of the transmittal, the necessary
processing time and other factors, you or your transferee may not receive such
new Subscription Warrants in time to enable you to complete a sale or exercise
the associated Rights by the Expiration Date. Neither the Company nor
ChaseMellon Shareholder Services, L.L.C. will be liable to either a transferor
or transferee for any such delays.
5. EXECUTION.
(a) Execution by Registered Holder. The signature on the Subscription
Warrant must correspond with the name of the registered holder exactly as it
appears on the face of the Subscription Warrant without any alteration or change
whatsoever. Persons who sign the Subscription Warrant in a representative or
other fiduciary capacity must indicate their capacity when signing and, unless
waived by ChaseMellon Shareholder Services, L.L.C. in its sole and absolute
discretion, must present to ChaseMellon Shareholder Services, L.L.C.
satisfactory evidence of their authority to so act.
(b) Execution by Person Other than Registered Holder. If the
Subscription Warrant is executed by a person other than the holder named on the
face of the Subscription Warrant, proper evidence of authority of the person
executing the Subscription Warrant must accompany the same unless, for good
cause, ChaseMellon Shareholder Services, L.L.C. dispenses with proof of
authority.
(c) Signature Guarantees. Your signature must be guaranteed by an
Eligible Institution if you wish to transfer your Rights, as specified in
instruction 3(b) above, to a transferee other than a bank or broker or
ChaseMellon Shareholder Services, L.L.C., or if you specify special payment or
delivery instructions pursuant to Form 4.
6. METHOD OF DELIVERY.
The method of delivery of Subscription Warrants and payment of the
Exercise Price to ChaseMellon Shareholder Services, L.L.C. will be at the
election and risk of the Rights holder, but, if sent by mail, it is recommended
that they be sent by registered mail, properly insured, with return receipt
requested, and that a sufficient number of days be allowed to ensure delivery to
ChaseMellon Shareholder Services, L.L.C. and the clearance of any checks sent in
payment of the Subscription Price prior to 5:00 p.m., New York City time, on the
Expiration Date.
7. SPECIAL PROVISIONS RELATING TO THE DELIVERY OF RIGHTS THROUGH THE DEPOSITORY
TRUST COMPANY.
In the case of holders of Rights that are held of record through The
Depository Trust Company ("DTC"), exercises of the Basic Subscription Privilege
(but not the Oversubscription Privilege) may be effected by instructing DTC to
transfer Rights (such Rights being "DTC Exercised Rights") from the DTC account
of such holder to the DTC account of ChaseMellon Shareholder Services, L.L.C.,
together with payment of the Subscription Price for each Share of Common Stock
subscribed for pursuant to the Basic Subscription Privilege. The
Oversubscription Privilege in respect of DTC Exercised Rights may not be
exercised through DTC. The holder of a DTC Exercised Right may exercise the
Oversubscription Privilege in respect of such DTC Exercised Right by properly
executing and delivering to ChaseMellon Shareholder Services, L.L.C. at or prior
to 5:00 p.m., New York City time on the Expiration Date, a DTC Participant
Oversubscription Exercise Form, in the form available from ChaseMellon
Shareholder Services, L.L.C., together with payment of the appropriate
Subscription Price for the number of Shares for which the Oversubscription
Privilege is to be exercised.
If a Notice of Guaranteed Delivery relates to Rights with respect to
which exercise of the Basic Subscription Privilege will be made through DTC and
such Notice of Guaranteed Delivery also relates to the exercise of the
Oversubscription Privilege, a DTC Participant Oversubscription Exercise Form
must also be received by ChaseMellon Shareholder Services, L.L.C. in respect of
such exercise of the Oversubscription Privilege on or prior to the Expiration
Date.
8. SUBSTITUTE FORM W-9.
Each Rights holder who elects to exercise the Rights and those foreign
stockholders who allow ChaseMellon Shareholder Services, L.L.C. to sell such
foreign holder's Rights should provide ChaseMellon Shareholder Services, L.L.C.
with a correct Taxpayer Identification Number ("TIN") on Substitute Form W-9,
which is included as Exhibit B hereto. Additional copies of the Substitute Form
W-9 may be obtained upon request from ChaseMellon Shareholder Services, L.L.C.
at the address, or by calling the telephone number, indicated above. Failure to
provide the information on the form may subject such holder to 31% federal
income tax withholding with respect to (i) dividends that may be paid by the
Company on Shares purchased upon the exercise of Rights (for those holders
exercising Rights), or (ii) funds to be remitted to Rights holders in respect of
Rights sold by ChaseMellon Shareholder Services, L.L.C. (for those holders
electing to have ChaseMellon Shareholder Services, L.L.C. sell their Rights).