1
EXHIBIT 99.4
[LETTER TO BENEFICIAL HOLDERS REGARDING THE EXCHANGE OFFER]
2
LETTER TO BENEFICIAL HOLDERS 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 TENDERS MAY BE WITHDRAWN AT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 Our Clients:
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.
These materials are being forwarded to you as the beneficial owner of
Private Notes carried by us for your account or benefit but not registered in
your name. A tender of any Private Notes may be made only by us as the
registered holder and pursuant to your instructions. Therefore, the Company
urges beneficial owners of Private Notes registered in the name of a broker,
dealer, commercial bank, trust company or other nominee to contact such
registered holder promptly if they wish to tender Private Notes in the Exchange
Offer.
Accordingly, we request instructions as to whether you wish us to tender
any or all of your Private Notes, pursuant to the terms and conditions set forth
in the Prospectus and Letter of Transmittal. We urge you to read carefully the
Prospectus and Letter of Transmittal before instructing us to tender your
Private Notes.
Your instructions to us should be forwarded as promptly as possible in
order to permit us to tender Private Notes on your behalf in accordance with the
provisions of the Exchange Offer. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON , 2001. Private Notes tendered pursuant to
the Exchange Offer may be withdrawn, subject to the procedures described in the
Prospectus, at any time prior to the Expiration Date.
If you wish to have us tender any or all of your Private Notes held by us
for your account or benefit, please so instruct us by completing, executing and
returning to us the instruction form that appears below. The accompanying Letter
of Transmittal is furnished to you for informational purposes only and may not
be used by you to tender Private Notes held by us and registered in our name for
your account or benefit.
3
INSTRUCTION TO REGISTERED HOLDER
FROM BENEFICIAL OWNER
OF 10 1/8% SENIOR NOTES DUE 2008
OF FLEMING COMPANIES, INC.
The undersigned acknowledge(s) receipt of your letter and the enclosed
materials referred to therein relating to the Exchange Offer of the Company.
Capitalized terms used but not defined herein have the meanings ascribed to them
in the Prospectus.
This will instruct you to tender the principal amount of Private Notes
indicated below held by you for the account or benefit of the undersigned,
pursuant to the terms of and conditions set forth in the Prospectus and the
Letter of Transmittal.
The aggregate face amount of the Private Notes held by you for the account
of the undersigned is (fill in amount):
$ of the Private Notes.
With respect to the Exchange Offer, the undersigned hereby instructs you
(check appropriate box):
[ ] To TENDER the following Private Notes held by you for the account
of the undersigned (insert principal amount of Private Notes to be
tendered, if any):
$ of the Private Notes.
[ ] NOT to TENDER any Private Notes held by you for the account of the
undersigned.
If the undersigned instructs you to tender the Private Notes held by you
for the account of the undersigned, it is understood that you are authorized (a)
to make, on behalf of the undersigned (and the undersigned, by its signature
below, hereby makes to you), the representations and warranties contained in the
Letter of Transmittal that are to be made with respect to the undersigned as a
beneficial owner of the Private Notes, including but not limited to the
representations that (i) the undersigned's principal residence is in the state
of (fill in state) , (ii) the undersigned is acquiring the
Exchange Notes in the ordinary course of business of the undersigned, (iii) the
undersigned has no arrangement or understanding with any person to participate
in the distribution of Exchange Notes, (iv) the undersigned acknowledges that
any person who is a broker-dealer registered under the Exchange Act or is
participating in the Exchange Offer for the purpose of distributing the Exchange
Notes must comply with the registration and prospectus delivery requirements of
Section 10 of the Securities Act in connection with a secondary resale
transaction of the Exchange Notes acquired by such person and cannot rely on the
position of the Staff of the Securities and Exchange Commission set forth in
certain no action letters (See the section of the Prospectus entitled "The
Exchange Offer -- Resale of the Exchange Notes"), (v) the undersigned
understands that a secondary resale transaction described in clause (iv) above
and any resales of Exchange Notes obtained by the undersigned in exchange for
the Private Notes acquired by the undersigned directly from the Company should
be covered by an effective registration statement containing the selling
securityholder information required by Item 507 or Item 508, if applicable, of
Regulation S-K of the Commission, (vi) the undersigned is not an "affiliate," as
defined in Rule 405 under the Securities Act, of the Company, and (vii) if the
undersigned is a broker-dealer that will receive Exchange Notes for its own
account in exchange for Private Notes that were acquired as a result of
market-making activities or other trading activities, it acknowledges that it
will deliver a prospectus meeting the requirements of Section 10 of the
Securities Act in connection with any resale of such Exchange Notes; however, by
so acknowledging and by delivering such prospectus, the undersigned will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act; (b) to agree, on behalf of the undersigned, as set forth in the Letter of
Transmittal; and (c) to take such other action as necessary under the Prospectus
or the Letter of Transmittal to effect the valid tender of Private Notes.
The purchaser status of the undersigned is (check the box that applies):
[ ] A "Qualified Institutional Buyer" (as defined in Rule 144A under
the Securities Act)
[ ] An "Institutional Accredited Investor" (as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act)
2
4
[ ] A non "U.S. person" (as defined in Regulation S under the
Securities Act) that purchased the Private Notes outside the United
States in accordance with Rule 904 under the Securities Act
[ ] Other (describe)
SIGN HERE
Name of Beneficial Owner(s):
Signature(s):
Name(s) (please print):
Address:
Principal place of business (if different from address listed above):
Telephone Number(s):
Taxpayer Identification or Social Security Number(s):
Date:
3