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EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
TO TENDER
AND
TO CONSENT TO CERTAIN INDENTURE AMENDMENTS
WITH RESPECT TO THE
10 1/4% SENIOR SUBORDINATED NOTES DUE 2002
AND THE
9% SENIOR SUBORDINATED NOTES DUE 2003
OF
RALPHS GROCERY COMPANY
PURSUANT TO THE
PROSPECTUS AND SOLICITATION STATEMENT DATED JANUARY , 1995
As set forth in the Prospectus and Solicitation Statement dated January ,
1995 (as the same may be amended from time to time, the "Prospectus") of Food 4
Less Supermarkets, Inc. ("Food 4 Less"), under the caption "The Exchange Offers
and Solicitation -- Guaranteed Delivery Procedure," and in the accompanying
Consent and Letter of Transmittal and Instruction 2 thereto (the "Letter of
Transmittal"), this form or one substantially equivalent hereto must be used to
(a) accept Food 4 Less' offer, upon the terms and subject to the conditions set
forth in the Prospectus and Letter of Transmittal, to (i) holders of the 10 1/4%
Senior Subordinated Notes Due 2002 of Ralphs Grocery Company ("RGC") (the "Old
RGC 10 1/4% Notes") to exchange for each $1,000 principal amount of Old RGC
10 1/4% Notes $1,000 principal amount of its new Senior Subordinated Notes due
2005 (the "New Notes") plus $10.00 in cash, plus accrued and unpaid interest to
the date of the exchange (the "10 1/4% Exchange Offer") and (ii) holders of the
9% Senior Subordinated Notes Due 2003 of RGC (the "Old RGC 9% Notes" and,
together with the Old RGC 10 1/4% Notes, the "Old RGC Notes") to exchange for
each $1,000 principal amount of Old RGC 9% Notes $1,000 principal amount of New
Notes plus $10.00 in cash, plus accrued and unpaid interest to the date of the
exchange (the "9% Exchange Offer," and together with the 10 1/4% Exchange Offer,
the "Exchange Offers," each of which is sometimes referred to herein
individually as the applicable "Exchange Offer") and (b) deliver consents
pursuant to Food 4 Less' solicitation (the "Solicitation") of consents (the
"Consents") from holders of the Old RGC Notes ("Noteholders") to the proposed
amendments (the "Proposed Amendments") to the respective indentures under which
the Old RGC Notes were issued (as described in the Prospectus under the captions
"The Proposed Amendments" and "Comparison of Old RGC Notes and New Notes"), if
(i) certificates representing the Old RGC Notes to be tendered pursuant thereto
and with respect to Consents to be delivered are not lost but are not
immediately available, (ii) the procedures for book-entry transfer cannot be
completed prior to the Expiration Date (as defined below), or (iii) time will
not permit all required documents to reach the Exchange Agent prior to the
Expiration Date. This form may be delivered by an Eligible Institution by mail
or hand delivery or transmitted, via facsimile, to the Exchange Agent as set
forth below. All capitalized terms used herein but not defined herein shall have
the meanings ascribed to them in the Prospectus. Unless otherwise indicated,
references herein to the Exchange Offers shall be deemed to include the
Solicitation.
The Exchange Offers and the Solicitation are not being made to (nor will
the surrender of Old RGC Notes for exchange be accepted from or on behalf of)
Noteholders in any jurisdiction in which the making or acceptance of such
Exchange Offers or the Solicitation would not be in compliance with the laws of
such jurisdiction.
THE EXCHANGE OFFERS AND THE SOLICITATION WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON 1995 UNLESS EXTENDED (THE "EXPIRATION
DATE"). TENDERED OLD RGC NOTES MAY ONLY BE WITHDRAWN AND THE CORRESPONDING
CONSENTS MAY ONLY BE REVOKED, UNDER THE CIRCUMSTANCES DESCRIBED IN THE
PROSPECTUS AND THE LETTER OF TRANSMITTAL.
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The Exchange Agent for the Exchange Offers is:
BANKERS TRUST COMPANY
By Hand/Overnight Courier: Facsimile Transmission Number: By Mail:
Bankers Trust Company (212) 250-6275 Bankers Trust Company
Corporate Trust & Agency Group (212) 250-3290 Corporate Trust & Agency Department
Reorganization Department Reorganization Department
Receipt & Delivery Window Confirm by Telephone: P.O. Box 1458
123 Washington St., (212) 250-6270 Church Street Station
First Floor New York, NY 10008-1558
New York, NY 10006
For Information Call:
(800) 669-5550
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR
TRANSMISSION VIA FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A
VALID DELIVERY.
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 signature box on the Letter of Transmittal.
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Ladies and Gentlemen:
The undersigned hereby tender(s) to Food 4 Less and delivers to Food 4 Less
Consents with respect to, upon the terms and subject to the conditions set forth
in the Prospectus and the Letter of Transmittal, receipt of which is hereby
acknowledged, the principal amount of Old RGC Notes set forth below pursuant to
the guaranteed delivery procedures set forth in the Prospectus under the caption
"The Exchange Offers and Solicitation -- Guaranteed Delivery Procedure."
Subject to and effective upon acceptance for exchange of the Old RGC Notes
tendered herewith, the undersigned hereby sells, assigns and transfers to or
upon the order of Food 4 Less all right, title and interest in and to, and any
and all claims in respect of or arising or having arisen as a result of the
undersigned's status as a holder of, all Old RGC Notes tendered hereby. The
undersigned authorizes the Exchange Agent to deliver this Notice of Guaranteed
Delivery to Food 4 Less and the applicable Old Trustee (as defined in the
Prospectus) as evidence of the undersigned's Consent to the Proposed Amendments
with respect to the Old RGC Notes tendered hereby and as certification that
Requisite Consents (as defined in the Prospectus) to the Proposed Amendments
with respect to such Old RGC Notes have been received. In the event of a
termination of either Exchange Offer the Old RGC Notes tendered pursuant thereto
will be returned to the tendering Noteholder promptly.
The undersigned hereby represents and warrants that the undersigned accepts
the terms and conditions of the Prospectus and the Letter of Transmittal, owns
the Old RGC Notes tendered hereby within the meaning of Rule 10b-4 under the
Securities Exchange Act of 1934, as amended, has full power and authority to
tender, sell, assign and transfer the Old RGC Notes tendered hereby and that
Food 4 Less will acquire good and unencumbered title thereto, free and clear of
all liens, restrictions, charges and encumbrances and not subject to any adverse
claim. The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or Food 4 Less to be necessary or
desirable to complete the sale, assignment and transfer of the Old RGC Notes
tendered.
All authority herein conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall survive the death or incapacity of the undersigned and
every obligation of the undersigned under this Notice of Guaranteed Delivery
shall be binding upon the heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives of the undersigned.
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CERTIFICATE NUMBERS PRINCIPAL AMOUNT
CLASS BEING TENDERED (IF AVAILABLE) TO BE TENDERED*
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Old RGC 10 1/4% Notes..........
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Old RGC 9% Notes...............
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* Must be in principal amounts equal to $1,000 or integral multiples thereof.
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PLEASE SIGN AND COMPLETE
Signatures of Registered Holder(s) or Authorized Signatory:
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Name(s) of Registered Holder(s):
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Date:
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Address:
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Area Code and Telephone No.:
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If Old RGC Notes will be delivered by book-entry transfer, check trust company
below:
/ / The Depository Trust Company
/ / Midwest Securities Trust Company
/ / Philadelphia Depository Trust Company
Transaction Code No.:
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Exchange Agent Account No.:
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities exchange
or of the National Association of Securities Dealers, Inc. or a commercial bank
or trust company having an office or a correspondent in the United States,
hereby guarantees that, within five New York Stock Exchange trading days from
the date of this Notice of Guaranteed Delivery, a properly completed and duly
executed Letter of Transmittal (or a facsimile thereof), together with
certificates representing the Old RGC Notes tendered hereby in proper form for
transfer (or confirmation of the book-entry transfer of such Old RGC Notes into
the Exchange Agent's account at a Book-Entry Transfer Facility, pursuant to the
procedure for book-entry transfer set forth in the Prospectus under the caption
"The Exchange Offers and Solicitation -- Procedures for Tendering and
Consenting"), and any other required documents will be deposited by the
undersigned with the Exchange Agent.
Name of Firm: _______________________________ ____________________________
Authorized Signature
Address: ____________________________________ Name: ______________________
____________________________________ Title:______________________
Area Code and Telephone No. _________________ Date: ______________________
DO NOT SEND OLD RGC NOTES WITH THIS FORM. ACTUAL SURRENDER OF OLD RGC NOTES
MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND
VALIDLY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.
This Notice of Guaranteed Delivery must be signed by the Noteholder(s)
exactly as their name(s) appear on certificates for Old RGC Notes or on a
security position listing as the owner of Old RGC Notes, or by person(s)
authorized to become Noteholder(s) by endorsements and documents transmitted
with this Notice of Guaranteed Delivery. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, agent or
other person acting in a fiduciary or representative capacity, such person must
provide the following information:
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