EXHIBIT 99.5 - FORM OF NOTICE OF GUARANTEED DELIVERY
NOTICE OF GUARANTEED DELIVERY
FOR
SUBSCRIPTION WARRANTS
ISSUED BY
SMART & FINAL INC.
This form, or one substantially equivalent hereto, must be used to
exercise Rights pursuant to the Rights Offering described in the Prospectus
dated ____________, 1999 (the "Prospectus") of Smart & Final Inc., a Delaware
corporation (the "Company"), if a holder of Rights cannot deliver the
Subscription Warrant(s) evidencing the Rights to ChaseMellon Shareholder
Services, L.L.C. at or prior to 5:00 p.m. New York City time on ____________,
1999, unless extended (the "Expiration Date"). Such form must be delivered by
hand or sent by facsimile transmission or mail to ChaseMellon Shareholder
Services, L.L.C., and must be received by ChaseMellon Shareholder Services,
L.L.C. on or prior to the Expiration Date. See the discussion set forth under
"The Rights Offering--Exercise of Rights" in the Prospectus.
Regardless of the manner of delivery of the Subscription Warrant,
payment of the Subscription Price of $ ______ per share for each share of Common
Stock subscribed for upon exercise of such Rights must be received by
ChaseMellon Shareholder Services, L.L.C. in the manner specified in the
Prospectus at or prior to 5:00 p.m. New York City time on the Expiration Date.
The Subscription Agent is:
ChaseMellon Shareholder Services, L.L.C.
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 Department Attn: Reorganization Department
To Confirm receipt of facsimile only:
(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
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES
NOT CONSTITUTE A VALID DELIVERY.
Gentlemen:
The undersigned hereby represents that he or she is the holder of
Subscription Warrant(s) representing ____________ Rights and that such
Subscription Warrant(s) cannot be delivered to the Subscription Agent at or
before 5:00 p.m., New York City time on the Expiration Date. Upon the terms and
subject to the conditions set forth in the Prospectus, receipt of which is
hereby acknowledged, the undersigned hereby elects to exercise (i) the Basic
Subscription Privilege to subscribe for one share of Common Stock per _________
Rights represented by such Subscription Warrant and (ii) the Oversubscription
Privilege relating to each such Right to subscribe, to the extent that Excess
Shares (as defined in the Instructions as to Use of Smart & Final Inc.
Subscription Warrants) are available, for an aggregate of up to __________
Excess Shares. The undersigned understands that payment of the Subscription
Price of $________ per share for each share of the Common Stock subscribed for
pursuant to the Basic Subscription Privilege and Oversubscription Privilege must
be received by the Subscription Agent at or before 5:00 p.m. New York City time
on the Expiration Date. The undersigned represents that such payment, in the
aggregate amount of $ __________, either (check appropriate box):
[_] is being delivered to ChaseMellon Shareholder Services, L.L.C. herewith
or
[_] has been delivered separately to the ChaseMellon Shareholder Services,
L.L.C.;
and is or was delivered in the manner set forth below (check appropriate box and
complete information relating thereto):
[_] wire transfer of funds
--name of transferor institution ____________________________________
--date of transfer __________________________________________________
--confirmation number (if available) ________________________________
[_] uncertified check (Payment by uncertified check will not be deemed to have
been received by the Subscription Agent until such check has cleared. Holders
paying by such means are urged to make payment sufficiently in advance of the
Expiration Date to ensure that such payment clears by such date.)
[_] certified check
[_] bank draft (cashier's check)
[_] U.S. postal money order
--name of maker _____________________________________________________
--date of check, draft or money order number ________________________
--bank on which check is drawn or issuer of money order _____________
Signature(s) ______________________________________________________________
Name(s) ___________________________________________________________________
___________________________________________________________________________
(PLEASE TYPE OR PRINT)
___________________________________________________________________________
Address(es) _______________________________________________________________
(ZIP CODE)
Area Code and Tel. No(s). _________________________________________________
Subscription Warrant No(s). (if available) ________________________________
___________________________________________________________________________
GUARANTY OF DELIVERY
(NOT TO BE USED FOR SUBSCRIPTION WARRANT SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities
exchange or member of the National Association of Securities Dealers, Inc.,
commercial bank or trust company having an office or correspondent in the United
States, or other eligible guarantor institution which is a member of or a
participant in a signature guarantee program acceptable to ChaseMellon
Shareholder Services, L.L.C., guarantees that the undersigned will deliver to
ChaseMellon Shareholder Services, L.L.C. the certificates representing the
Rights being exercised hereby, with any required signature guarantees and any
other required documents, all within three New York Stock Exchange trading days
after the date hereof.
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(ADDRESS)
___________________________________________________________________________
(AREA CODE AND TELEPHONE NUMBER)
Dated: ______________________________________________________________, 1999
____________________________________________________________________________
(NAME OF FIRM)
____________________________________________________________________________
(AUTHORIZED SIGNATURE)
The institution which completes this form must communicate the
guarantee to ChaseMellon Shareholder Services, L.L.C. and must deliver the
Subscription Warrant(s) to ChaseMellon Shareholder Services, L.L.C. within the
time period shown herein. Failure to do so could result in a financial loss to
such institution.