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EXHIBIT 99.4
INSTRUCTIONS TO REGISTERED HOLDER OR DTC PARTICIPANT
FROM BENEFICIAL OWNER
FOR
9 1/4% SENIOR NOTES DUE 2011
OF
PREMIUM STANDARD FARMS, INC.
The undersigned hereby acknowledges receipt of the Prospectus dated
, 2001 (the "Prospectus"), of Premium Standard Farms, Inc., a
Delaware corporation (the "Company"), and the accompanying Letter of Transmittal
(the "Letter of Transmittal") that together constitute the Company's offer (the
"Exchange Offer"). Capitalized terms used but not defined herein have the
meanings assigned to them in the Prospectus and the Letter of Transmittal.
This will instruct you as to the action to be taken by you relating to the
Exchange Offer with respect to the 9 1/4% Senior Notes due 2011 (the "Old
Notes") held by you for the account of the undersigned.
The principal amount of the Old Notes held by you for the account of the
undersigned is (fill in amount):
$
----------------- principal amount of Old Notes.
With respect to the Exchange Offer, the undersigned hereby instructs you
(check appropriate box):
[ ] To TENDER the following principal amount of Old Notes held by you for
the account of the undersigned (insert amount of Old Notes to be
tendered, if any):
$
------------------- principal amount of Old Notes.
[ ] NOT to TENDER any Old Notes held by you for the account of the
undersigned.
If the undersigned instructs you to tender the Old Notes held by you for
the account of the undersigned, it is understood that you are authorized:
(a) 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 New Notes or book-entry interests therein to
be acquired by the undersigned (the "Beneficial Owner(s)") in connection
with the Exchange Offer are being acquired by the undersigned in the
ordinary course of business of the undersigned, (ii) the undersigned is not
participating, does not intend to participate, and has no arrangement or
understanding with any person to participate, in the distribution of the
New Notes, (iii) if the undersigned is a resident of the State of
California, it falls under the self-executing institutional investor
exemption set forth under Section 25102(i) of the Corporate Securities Law
of 1968 and Rules 260.1C2.10 and 260.105.14 of the California Blue Sky
Regulations, (iv) if the undersigned is a resident of the Commonwealth of
Pennsylvania, it falls under the self-executing institutional investor
exemption set forth under Sections 203(c), 102(d) and (k) of the
Pennsylvania Securities Act of 1972, Section 102.111 of the Pennsylvania
Blue Sky Regulations and an interpretive opinion dated November 16, 1985,
(v) the undersigned acknowledges and agrees that any person who is a
broker-dealer registered under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or is participating in the Exchange Offer for
the purpose of distributing the New Notes must comply with the registration
and prospectus delivery requirements of the Securities Act in connection
with a secondary resale transaction of the New Notes or interests therein
acquired by such person and cannot rely on the position of the staff of the
Commission set forth in certain no-action letters, (vi) the undersigned
understands that a secondary resale transaction described in clause (v)
above and any resales of New Notes or interests therein obtained by such
holder in exchange for Old Notes or interests therein
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originally acquired by such holder directly from the Company should be
covered by an effective registration statement containing the selling
security holder information required by Item 507 or Item 508, as
applicable, of Regulation S-K of the Commission and (vii) the undersigned
is not an "affiliate," as defined in Rule 405 under the Securities Act, of
the Company. Upon a request by the Company, a holder or beneficial owner
will deliver to the Company a legal opinion confirming its representation
made in clause (vii) above. If the undersigned is a broker-dealer (whether
or not it is also an "affiliate") that will receive New Notes for its own
account pursuant to the Exchange Offer, the undersigned represents that the
Old Notes to be exchanged for the New Notes were acquired by it as a result
of market-making activities or other trading activities, and acknowledges
that it will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of such New Notes; however, by
so acknowledging and by delivering a prospectus, the undersigned does not
and will not be deemed to admit that is an "underwriter" within the meaning
of the Securities Act;
(b) to agree, on behalf of the undersigned, as set forth in the Letter
of Transmittal; and
(c) to take such other action as necessary under the Prospectus or the
Letter of Transmittal to effect the valid tender of such Old Notes.
SIGN HERE
Name of Beneficial Owner(s):
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Signature(s):
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Name(s):
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(PLEASE PRINT)
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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