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EXHIBIT 99.3
BT SECURITIES CORPORATION CS FIRST BOSTON
ONE BANKERS TRUST PLAZA LEVERAGED FINANCE DEPARTMENT
130 LIBERTY STREET 55 E. 52ND STREET
NEW YORK, NEW YORK 10006 NEW YORK, NEW YORK 10055
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
THE EXCHANGE OFFERS AND THE SOLICITATION WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON , 1995, UNLESS EXTENDED (THE "EXPIRATION DATE").
TENDERS OF 10 1/4% SENIOR SUBORDINATED NOTES DUE 2002 AND 9% SENIOR SUBORDINATED
NOTES DUE 2003 MAY ONLY BE WITHDRAWN AND THE CORRESPONDING CONSENTS MAY ONLY BE
REVOKED, UNDER THE CIRCUMSTANCES DESCRIBED IN THE PROSPECTUS AND SOLICITATION
STATEMENT AND THE CONSENT AND LETTER OF TRANSMITTAL.
, 1995
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by Food 4 Less, Inc., Food 4 Less Holdings, Inc.,
Food 4 Less Supermarkets, Inc. ("Food 4 Less") and its subsidiaries to act as
the Dealer Managers in connection with the Food 4 Less' offer, upon the terms
and subject to the conditions set forth in the Prospectus and Solicitation
Statement dated January , 1995 (the "Prospectus") and in the related Consent
and Letter of Transmittal and instructions contained therein (the "Letter of
Transmittal"), to (i) holders of 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
new Senior Subordinated Notes due 2005 (the "New Notes") plus $10.00 in cash
(the "10 1/4% Exchange Payment"), 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 (the "9% Exchange Payment," and, together with the 10 1/4%
Exchange Payment, the "Exchange Payment"), 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" and referred to herein individually as the
applicable "Exchange Offer," as the case may be). Food 4 Less is also soliciting
(the "Solicitation") consents (the "Consents") from holders of the Old RGC Notes
("Noteholders") to certain 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"). Upon consummation of the Exchange
Offers and the Solicitation, Food 4 Less will deliver New Notes and make
payments in cash (including accrued interest in cash on the Old RGC Notes and
the corresponding Exchange Payment) to the holders of Old RGC Notes whose Old
RGC Notes are accepted by Food 4 Less pursuant to the applicable Exchange Offer.
Unless otherwise indicated, references herein to the Exchange Offers shall be
deemed to include the Solicitation.
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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.
Enclosed herewith are copies of the following documents:
1. The Prospectus and Solicitation Statement;
2. The Consent and Letter of Transmittal for your use and for the
information of your clients, together with guidelines of the Internal
Revenue Service for Certification of Taxpayer Identification Number on
Substitute Form W-9 providing information relating to backup federal income
tax withholding;
3. Notice of Guaranteed Delivery to be used to accept the applicable
Exchange Offer and the Solicitation if the Old RGC Notes and all other
required documents cannot be delivered to the Exchange Agent on or prior to
the Expiration Date (as defined in the Prospectus);
4. A form of letter which may be sent to your clients for whose
account you hold the Old RGC Notes in your name or in the name of a
nominee, with space provided for obtaining such clients' instructions with
regard to the Exchange Offers and the Solicitation;
5. A return envelope addressed to the Exchange Agent; and
6. A letter from the Vice President and Secretary of Food 4 Less.
PLEASE NOTE THAT THE EXCHANGE OFFERS AND THE SOLICITATION WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON , 1995 UNLESS EXTENDED. WE
URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
The Company will not pay any fees or commissions to any broker or dealer or
other person (other than the Dealer Managers) for soliciting tenders of the Old
RGC Notes pursuant to the Exchange Offers and the Solicitation. You will be
reimbursed for customary mailing and handling expenses incurred by you in
forwarding the enclosed materials to your clients.
Additional copies of the enclosed documents may be obtained from the Dealer
Managers or the Information Agent, at their respective addresses and telephone
numbers set forth on the back cover of the enclosed Prospectus.
BT SECURITIES CORPORATION
CS FIRST BOSTON CORPORATION
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF THE COMPANY, THE EXCHANGE AGENT, THE
INFORMATION AGENT OR THE DEALER MANAGERS OR AUTHORIZE YOU OR ANY OTHER PERSON TO
GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION ON BEHALF OF ANY OF THEM WITH
RESPECT TO THE EXCHANGE OFFERS OR THE SOLICITATION NOT CONTAINED IN THE
PROSPECTUS OR THE LETTER OF TRANSMITTAL.