1
EXHIBIT 99.3
[LETTER TO DTC PARTICIPANTS REGARDING THE EXCHANGE OFFER]
2
LETTER TO DTC PARTICIPANTS REGARDING THE OFFER TO EXCHANGE
ANY AND ALL OUTSTANDING 10 1/8% SENIOR NOTES DUE 2008
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 TENDERS MAY BE WITHDRAWN AT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.
, 2001
To Securities Dealers, Commercial Banks
Trust Companies and Other Nominees:
Enclosed for your consideration is a Prospectus dated ,
2001 (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 $355,000,000 in principal amount of its 10 1/8% Senior Notes due 2008 (the
"Exchange Notes"), which have been registered under the Securities Act of 1933,
as amended (the "Securities Act"), for any and all outstanding 10 1/8% Senior
Notes due 2008, issued and sold in a transaction exempt from registration under
the Securities Act (the "Private 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 Private 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 Private 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
Private Notes and for the information of your clients;
3. The Notice of Guaranteed Delivery to be used to accept the Exchange
Offer if the Private 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 Private 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 , 2001, UNLESS EXTENDED BY THE COMPANY. WE URGE YOU TO
CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
3
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,
BANKERS TRUST COMPANY
Four Albany Street, 4th Floor
New York, New York 10006
Attention: Matthew Sherman
(212) 250-6992
------------------------
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.
2