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EXHIBIT 99.3
NOTICE OF GUARANTEED DELIVERY
WITH RESPECT
TO
FRESH FOODS, INC.
10 3/4% SENIOR SUBORDINATED NOTES DUE 2006
This form must be used by a Holder of the 10 3/4% Senior Notes Due 2006
(the "Initial Notes") of Fresh Foods, Inc. (the "Company"), who wishes to tender
Initial Notes to the Exchange Agent pursuant to the guaranteed delivery
procedures described in "The Exchange Offer -- Guaranteed Delivery Procedure" of
the Prospectus dated , 1998 (the "Prospectus") and in
Instruction 1 to the Letter of Transmittal. Any Holder who wishes to tender
Initial Notes pursuant to such guaranteed delivery procedures must ensure that
the Exchange Agent receives this Notice of Guaranteed Delivery prior to the
Expiration Date of the Exchange Offer. Capitalized terms not defined herein have
the meanings ascribed to them in the Prospectus or the Letter of Transmittal.
To: State Street Bank and Trust Company -- Exchange Agent
By Hand or Overnight Courier: By Mail: By Facsimile:
State Street Bank State Street Bank State Street Bank
and Trust Company and Trust Company and Trust Company
Two International Place Corporate Trust Division Corporate Trust Operations
Corporate Trust Window, P.O. Box 778 Facsimile Number:
4th Floor Boston, MA 02102 (617) 664-5290
Boston, MA 02110 Attn: Kellie Mullen Telephone Numbers
Attn: Kellie Mullen (617) 664-5587
Attn: Kellie Mullen
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. 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
Initial Notes specified below pursuant to the guaranteed delivery procedures set
forth in the Prospectus and in Instruction 1 of the Letter of Transmittal. The
undersigned hereby tenders the Initial Notes listed below:
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CERTIFICATE NUMBER(S) (IF KNOWN) AGGREGATE PRINCIPAL
OF INITIAL NOTES AMOUNT TENDERED
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Name of Tendering Holder:
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Signature(s):
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Name(s) (PLEASE PRINT):
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Address:
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Telephone Number:
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Date:
--------------------------- , 1998
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a bank, broker, dealer, credit union, savings association,
clearing agency or other institution that is a member of a recognized signature
guarantee medallion program or is otherwise an "eligible guarantor institution"
within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended, guarantees deposit with the Exchange Agent of the Letter of
Transmittal, together with the Initial Notes tendered hereby, in proper form for
transfer and any other required documents, all by 5:00 p.m., New York City time,
before the third business day (as defined in the Prospectus) following the
Expiration Date.
SIGN HERE
Name of Firm:
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(PLEASE PRINT) AUTHORIZED SIGNATURE
Name: Address:
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(PLEASE PRINT)
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Title:
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Telephone Number: Date:
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DO NOT SEND TENDERED INITIAL NOTES WITH THIS FORM. ACTUAL DELIVERY OF TENDERED
INITIAL NOTES MUST BE MADE IN ACCORDANCE WITH, AND BE ACCOMPANIED BY, AN
EXECUTED LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS.
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INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
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 its address set forth herein prior to the Expiration Date. The
method of delivery of this Notice of Guaranteed Delivery and any other required
documents to the Exchange Agent is at the election and risk of the Holder, and
the delivery will be deemed made only when actually received by the Exchange
Agent. If delivery is by mail, registered mail with return receipt requested,
properly insured, is recommended. Instead of delivery by mail, it is recommended
that the Holder use an overnight or hand delivery service. Facsimile
transmission is permissible, provided, however, that receipt is confirmed by
telephone and an original is delivered by guaranteed overnight courier. In all
cases, sufficient time should be allowed to assure timely delivery. For a
description of the guaranteed delivery procedure, see the section set forth in
the Prospectus entitled "The Exchange Offer -- Guaranteed Delivery Procedure"
and Instruction 1 of the Letter of Transmittal.
2. SIGNATURES ON THIS NOTICE OF GUARANTEED DELIVERY. If this Notice of
Guaranteed Delivery is signed by the registered Holder(s) of the tendered
Initial Notes referred to herein, the signature must correspond with the name(s)
written on the face of the tendered Initial Notes without alteration or any
change whatsoever.
If this Notice of Guaranteed Delivery is signed by a person other than the
registered Holder(s) of any tendered Initial Notes listed, this Notice of
Guaranteed Delivery must be accompanied by appropriate bond powers, signed as
the name of the registered Holder(s) appears on the tendered Initial Notes.
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, proper evidence
satisfactory to the Company of their authority so to act must be submitted.
3. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests
for assistance and requests for additional copies of the Prospectus may be
directed to the Exchange Agent at the address specified in the Prospectus.
Holders also may contact their broker, dealer, commercial bank, trust company,
or other nominee for assistance concerning the Exchange Offer.
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