1
EXHIBIT 99.2
[NOTICE OF GUARANTEED DELIVERY WITH RESPECT TO THE EXCHANGE OFFER]
2
NOTICE OF GUARANTEED DELIVERY
WITH RESPECT TO TENDER OF
ANY AND ALL OUTSTANDING 10 1/8% SENIOR NOTES DUE 2008
IN EXCHANGE FOR
10 1/8% SENIOR NOTES DUE 2008
OF
FLEMING COMPANIES, INC.
PURSUANT TO THE PROSPECTUS DATED , 2001
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 2001, 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 TENDERS MAY BE WITHDRAWN AT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:
BANKERS TRUST COMPANY
By Registered or Certified Mail: By Hand Delivery:
Bankers Trust Company Bankers Trust Company
Four Albany Street, 4th Floor Four Albany Street, 4th Floor
New York, New York 10006 New York, New York 10006
Attention: Matthew Sherman Attention: Matthew Sherman
By Overnight Delivery: By Facsimile:
Bankers Trust Company (212) 250-6727
Four Albany Street, 4th Floor Attn: Matthew Sherman
New York, New York 10006
Attention: Matthew Sherman Confirm by Telephone:
(212) 250-6992
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
, 2001 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 10 1/8% Senior
Notes due 2008 (the "Exchange Notes") that have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), for all of its
outstanding 10 1/8% Senior Notes due 2008 (the "Private Notes") if the Letter of
Transmittal or any other documents required thereby cannot be delivered to the
Exchange Agent, or Private 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.
3
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
Private 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 Private Notes set forth in the Letter of Transmittal.
The undersigned understands that tenders of Private 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
Private Notes to be withdrawn and the aggregate principal amount of Private
Notes delivered for exchange, including the certificate number(s) (if any) of
the Private Notes, and which is signed in the same manner as the original
signature on the Letter of Transmittal by which the Private 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.
2
4
The undersigned hereby tenders the Private Notes listed below:
PLEASE SIGN AND COMPLETE
CERTIFICATE NUMBERS OF PRIVATE NOTES
(IF AVAILABLE) PRINCIPAL AMOUNT OF PRIVATE NOTES TENDERED
- -------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SIGNATURE(S) OF REGISTERED HOLDER(S) OR AUTHORIZED SIGNATORY
Name(s)
(PLEASE TYPE OR PRINT)
Title
Address
- --------------------------------------------------------------------------------
Area Code and Telephone No.
Date
If Private Notes will be tendered by book-entry transfer, check the trust
company below:
[ ] The Depository Trust Company
Depository Account No.:
3
5
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 Private Notes tendered
hereby in proper form for transfer, or confirmation of the book-entry transfer
of such Private 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:
Authorized Signature:
Name (please type or print):
Address:
Area Code and Telephone No.:
Date:
DO NOT SEND CERTIFICATES FOR PRIVATE NOTES WITH THIS FORM. ACTUAL SURRENDER OF
CERTIFICATES FOR PRIVATE NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY,
A COPY OF THE PREVIOUSLY EXECUTED LETTER OF TRANSMITTAL.
4
6
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 Private 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 Private 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.
5