EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
WITH RESPECT TO TENDER OF
ANY AND ALL OUTSTANDING 9 7/8% SENIOR SUBORDINATED NOTES DUE 2012
IN EXCHANGE FOR
9 7/8% SENIOR SUBORDINATED NOTES DUE 2012
OF
FLEMING COMPANIES, INC.
PURSUANT TO THE PROSPECTUS DATED , 2002
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ,
2002, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME
TO TIME, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR THE
EXPIRATION DATE.
The Exchange Agent is:
MANUFACTURERS AND TRADERS TRUST COMPANY
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By Registered or Certified Mail: By Hand Delivery:
Manufacturers and Traders Trust Company Manufacturers and Traders Trust Company
One M&T Plaza One M&T Plaza
Buffalo, New York 14203 Buffalo, New York 14203
Attention: Russell T. Whitley Attention: Russell T. Whitley
By Overnight Delivery: By Facsimile:
Manufacturers and Traders Trust Company (716) 842-4474
One M&T Plaza Attn: Russell T. Whitley
Buffalo, New York 14203
Attention: Russell T. Whitley Confirm by Telephone:
(716) 842-5602
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DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
As set forth in the prospectus (the "Prospectus") dated , 2002 of
Fleming Companies, Inc. (the "Company") and in the accompanying Letter of
Transmittal and instructions thereto (the "Letter of Transmittal"), this form or
one substantially equivalent thereto must be used to accept the Company's offer
(the "Exchange Offer") to exchange new 9 7/8% Senior Subordinated Notes due 2012
(the "Exchange Notes") that have been registered under the Securities Act of
1933, as amended (the "Securities Act"), for all of its outstanding 9 7/8%
Senior Subordinated Notes due 2012 (the "Old Notes") if the Letter of
Transmittal or any other documents required thereby cannot be delivered to the
Exchange Agent, or Old Notes cannot be delivered or if the procedures for
book-entry transfer cannot be completed prior to the Expiration Date. This form
may be delivered by an Eligible Institution (as defined in the Prospectus) by
mail or hand delivery or transmitted via facsimile to the Exchange Agent as set
forth above. Capitalized terms used but not defined herein shall have the
meaning given to them in the Prospectus.
This form is not to be used to guarantee signatures. If a signature on the
Letter of Transmittal is required to be guaranteed by an Eligible Institution
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the Letter of Transmittal.
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to the Company upon the terms and subject to
the conditions set forth in the Prospectus and the related Letter of
Transmittal, receipt of which is hereby acknowledged, the principal amount of
Old Notes specified below pursuant to the guaranteed delivery procedures set
forth in the section of the Prospectus entitled "The Exchange
Offer -- Guaranteed Delivery Procedures." By so tendering, the undersigned does
hereby make, at and as of the date hereof, the representations and warranties of
a tendering Holder of Old Notes set forth in the Letter of Transmittal.
The undersigned understands that tenders of Old Notes may be withdrawn if
the Exchange Agent receives at one of its addresses specified on the cover of
this Notice of Guaranteed Delivery, prior to the Expiration Date, a facsimile
transmission or letter which specifies the name of the person who deposited the
Old Notes to be withdrawn and the aggregate principal amount of Old Notes
delivered for exchange, including the certificate number(s) (if any), and which
is signed in the same manner as the original signature on the Letter of
Transmittal by which the Old Notes were tendered, including any signature
guarantees, all in accordance with the procedures set forth in the Prospectus.
All authority herein conferred or agreed to be conferred shall survive the
death, incapacity, or dissolution of the undersigned and every obligation of the
undersigned hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned.
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The undersigned hereby tenders the Old Notes listed below:
PLEASE SIGN AND COMPLETE
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<Caption>
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CERTIFICATE NUMBERS OF OLD NOTES PRINCIPAL AMOUNT OF
(IF AVAILABLE) OLD NOTES TENDERED
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</Table>
SIGNATURE(S) OF REGISTERED HOLDER(S) OR AUTHORIZED SIGNATORY
Name(s):
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(PLEASE TYPE OR PRINT)
Title:
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Address:
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Area Code and Telephone No.
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Date
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If Old Notes will be tendered by book-entry transfer, check the trust company
below:
[ ] The Depository Trust Company
Depository Account No.:
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a participant in a recognized Signature Guarantee Medallion
Program, guarantees deposit with the Exchange Agent of the Letter of Transmittal
(or facsimile thereof), together with the Old Notes tendered hereby in proper
form for transfer, or confirmation of the book-entry transfer of such Old Notes
into the Exchange Agent's account at The Depository Trust Company, pursuant to
the procedure for book-entry transfer set forth in the Prospectus, and any other
required documents, all by 5:00 p.m., New York City time, on the third New York
Stock Exchange trading day following the Expiration Date (as defined in the
Prospectus).
SIGN HERE
Name of Firm:
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Authorized Signature:
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Name (please type or print):
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Address:
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Area Code and Telephone No.:
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Date:
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DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. ACTUAL SURRENDER OF
CERTIFICATES FOR OLD NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A
COPY OF THE PREVIOUSLY EXECUTED LETTER OF TRANSMITTAL.
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INSTRUCTIONS
1. Delivery of this Notice of Guaranteed Delivery. A properly completed
and duly executed copy of this Notice of Guaranteed Delivery and any other
documents required by this Notice of Guaranteed Delivery must be received by the
Exchange Agent at one of its addresses set forth on the cover hereof prior to
the Expiration Date. The method of delivery of this Notice of Guaranteed
Delivery and all other required documents to the Exchange Agent is at the
election and risk of the Holder but, except as otherwise provided below, the
delivery will be deemed made only when actually received by the Exchange Agent.
Instead of delivery by mail, it is recommended that Holders use an overnight or
hand delivery service, properly insured. If such delivery is by mail, it is
recommended that the Holder use properly insured, registered mail with return
receipt requested. For a full description of the guaranteed delivery procedures,
see the Prospectus under the caption "The Exchange Offer -- Guaranteed Delivery
Procedures." In all cases, sufficient time should be allowed to assure timely
delivery. No Notice of Guaranteed Delivery should be sent to the Company.
2. Signature on this Notice of Guaranteed Delivery; Guarantee of
Signatures. If this Notice of Guaranteed Delivery is signed by the Holder(s)
referred to herein, then the signature must correspond with the name(s) as
written on the face of the Old Notes without alteration, enlargement or any
change whatsoever. If this Notice of Guaranteed Delivery is signed by a person
other than the Holder(s) listed, this Notice of Guaranteed Delivery must be
accompanied by a properly completed bond power signed as the name of the
Holder(s) appear(s) on the face of the Old Notes without alteration, enlargement
or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and, unless waived by the Company,
evidence satisfactory to the Company of their authority so to act must be
submitted with this Notice of Guaranteed Delivery.
3. Requests for Assistance or Additional Copies. Questions relating to
the Exchange Offer or the procedure for consenting and tendering as well as
requests for assistance or for additional copies of the Prospectus, the Letter
of Transmittal and this Notice of Guaranteed Delivery, may be directed to the
Exchange Agent at the address set forth on the cover hereof or to your broker,
dealer, commercial bank or trust company.
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