EXHIBIT 99.3
LETTER TO DTC PARTICIPANTS REGARDING THE OFFER TO EXCHANGE
ANY AND ALL OUTSTANDING 9 7/8% SENIOR SUBORDINATED NOTES DUE 2012
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 TENDERS MAY BE WITHDRAWN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.
, 2002
To Securities Dealers, Commercial Banks
Trust Companies and Other Nominees:
Enclosed for your consideration is a Prospectus dated ,
2002 (the "Prospectus") and a Letter of Transmittal (the "Letter of
Transmittal") that together constitute the offer (the "Exchange Offer") by
Fleming Companies, Inc., an Oklahoma corporation (the "Company"), to exchange up
to $260,000,000 in aggregate principal amount of its 9 7/8% Senior Subordinated
Notes due 2012 (the "Exchange Notes"), which have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), for any and all
outstanding 9 7/8% Senior Subordinated Notes due 2012 (the "Old Notes"), upon
the terms and conditions set forth in the Prospectus. The Prospectus and Letter
of Transmittal more fully describe the Exchange Offer. Capitalized terms used
but not defined herein have the meanings given to them in the Prospectus.
We are asking you to contact your clients for whom you hold Old Notes
registered in your name or in the name of your nominee. In addition, we ask you
to contact your clients who, to your knowledge, hold Old Notes registered in
their own name.
Enclosed are copies of the following documents:
1. The Prospectus;
2. The Letter of Transmittal for your use in connection with the
tender of Old Notes and for the information of your clients;
3. The Notice of Guaranteed Delivery to be used to accept the
Exchange Offer if the Old Notes and all other required documents cannot be
delivered to the Exchange Agent prior to the Expiration Date;
4. A form of letter that may be sent to your clients for whose
accounts you hold Old Notes registered in your name or the name of your
nominee, with space provided for obtaining the clients' instructions with
regard to the Exchange Offer; and
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
DTC participants will be able to execute tenders through the DTC Automated
Tender Offer Program.
PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON , 2002, UNLESS EXTENDED BY THE COMPANY. WE URGE YOU
TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
You will be reimbursed by the Company for customary mailing and handling
expenses incurred by you in forwarding any of the enclosed materials to your
clients.
Additional copies of the enclosed material may be obtained form the
Exchange Agent, at the address and telephone numbers set forth below.
Very truly yours,
MANUFACTURERS AND TRADERS TRUST COMPANY
One M&T Plaza
Buffalo, New York 14203
Attention: Russell T. Whitley
(716) 842-5602
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NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH RESPECT TO
THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS AND
THE LETTER OF TRANSMITTAL.
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