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EXHIBIT 99.4
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SUBORDINATED NOTES DUE 2003, MAY ONLY BE WITHDRAWN AND THE CORRESPONDING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.
TO OUR CLIENTS:
Enclosed for your consideration is the Prospectus and Solicitation
Statement dated January , 1995 (as the same may be amended or supplemented
from time to time, the "Prospectus") and a related form of Consent and Letter of
Transmittal and instructions thereto (the "Letter of Transmittal") relating to
the (a) offer by Food 4 Less Supermarkets, Inc. ("Food 4 Less"), to 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" each of which is sometimes referred to herein individually as the
applicable "Exchange Offer") and (b) Food 4 Less' solicitation (the
"Solicitation") of 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").
Consummation of the Exchange Offers and the Solicitation are subject to
certain conditions described in the Prospectus.
WE ARE THE REGISTERED HOLDER OF THE OLD RGC NOTES HELD BY US FOR YOUR
ACCOUNT. A TENDER OF ANY SUCH OLD RGC NOTES AND DELIVERY OF CONSENTS WITH
RESPECT THERETO CAN BE MADE ONLY BY US AS THE REGISTERED HOLDER AND PURSUANT TO
YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR
INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER OLD RGC NOTES, OR DELIVER A
CONSENT WITH RESPECT TO SUCH OLD RGC NOTES, HELD BY US FOR YOUR ACCOUNT.
Accordingly, we request instructions as to whether you wish us to tender
such Old RGC Notes held by us for your account, and deliver Consents with
respect to all of such Old RGC Notes so tendered, pursuant to the terms and
conditions set forth in the Prospectus and the Letter of Transmittal. We urge
you to read the Prospectus and the Letter of Transmittal carefully before
instructing us to tender your Old RGC Notes and to deliver Consents with respect
to Old
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RGC Notes. Unless otherwise indicated, references herein to the Exchange Offers
shall be deemed to include the Solicitation.
Your instructions to us should be forwarded as promptly as possible in
order to permit us to tender Old RGC Notes and deliver Consents with
respect to Old RGC Notes on your behalf in accordance with the provisions of
the Tender Offer. The Exchange Offers and the Solicitation will expire at 12:00
Midnight, New York City time, on ---------------, 1995. Old RGC Notes tendered
pursuant to the applicable Exchange Offer may only be withdrawn and the
corresponding Consents delivered pursuant to the Solicitation may only be
revoked, under the circumstances and subject to the procedures described in the
Prospectus and the Letter of Transmittal. After receipt by the Old RGC 9% Note
Trustee (as defined in the Prospectus) or the Old RGC 10 1/4% Note Trustee (as
defined in the Prospectus) of, among other things, certification by Food 4 Less
that the Requisite Consents (as defined in the Prospectus) with respect to the
Old RGC 9% Notes or the Old RGC 10 1/4% Notes, as the case may be, have been
received, RGC and the applicable Old Trustee will execute a supplemental
indenture to evidence the adoption of the Proposed Amendments relating to the
applicable issue of Old RGC Notes (each a "Supplemental Indenture"). Upon the
acceptance by Food 4 Less of the Requisite Consents from holders of Old RGC 9%
Notes or Old RGC 10 1/4% Notes and the execution of the applicable Supplemental
Indenture, such Supplemental Indenture will immediately become effective.
Although the Proposed Amendments relating to an issue of Old RGC Notes will
become effective upon certification that the Requisite Consents from holders of
the applicable Old RGC Notes have been received, such Proposed Amendments will
not be operative until Food 4 Less has accepted for exchange all Old RGC Notes
validly tendered and not withdrawn.
Your attention is directed to the following:
1. The Exchange Offers are for all of the aggregate principal amount
of the outstanding Old RGC Notes.
2. 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.
3. A holder of Old RGC Notes who desires to tender into the applicable
Exchange Offer with respect to any Old 10 1/4% RGC Notes or Old 9% RGC
Notes must tender all such Old RGC 10 1/4% Notes or Old 9% RGC Notes
beneficially owned by such holder, as the case may be. The tender of Old
RGC Notes pursuant to the applicable Exchange Offer will constitute the
Consent of such tendering holder to the Proposed Amendments with respect to
such Old RGC Notes. Noteholders who desire to accept the applicable
Exchange Offer must consent to the Proposed Amendments. Noteholders do not
have the option to consent to the Proposed Amendments without tendering
into the applicable Exchange Offer.
4. The acceptance for exchange of Old RGC Notes validly tendered and
not validly withdrawn and the delivery of New Notes and the payment of the
Exchange Payment will be made as promptly as practicable after the
Expiration Date. Subject to rules promulgated pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), Food 4 Less,
however, expressly reserves the right to delay acceptance of any of the Old
RGC Notes or to terminate either of the Exchange Offers or the Solicitation
and not accept for exchange any Old RGC Notes not theretofore accepted if
any of the conditions set forth in the Prospectus under the caption "The
Exchange Offers and the Solicitation -- Conditions" shall not have been
satisfied or waived by Food 4 Less. Food 4 Less will deliver New Notes and
make payments in cash (including accrued interest in cash on the Old RGC
Notes and the Exchange Payment) in exchange for Old RGC Notes pursuant to
the Exchange Offers promptly following acceptance of the Old RGC Notes.
5. Consummation of the Exchange Offers and the Soliciation are subject
to, among other things, satisfaction or waiver of certain conditions,
including (i) satisfaction of the Minimum Tender (i.e., at least 80% of the
aggregate principal amount of the outstanding Old RGC Notes being validly
tendered and not withdrawn pursuant to the Exchange Offers) prior to the
Expiration Date, (ii) the receipt of the Requisite Consents (i.e., Consents
from Noteholders representing at least a majority in aggregate principal
amount of each of the outstanding Old RGC 9% Notes and Old RGC 10 1/4%
Notes held by persons other than RGC and its affiliates) on or prior to the
Expiration Date, (iii) satisfaction or waiver in Food 4 Less' sole
discretion, of all conditions precedent to the RSI Merger (as defined in
the Prospectus), (iv) the prior or contemporaneous successful completion of
the Other Debt Financing Transactions (including the Public Offering) (each
defined in the Prospectus), (v) the prior or contemporaneous consummation
of the Bank Financing and the New Equity Investment (each as defined in the
Prospectus) and (vi) certain other conditions. In addition, consummation of
each Exchange Offer is subject to the consummation of the other Exchange
Offer. There can be no assurance that such conditions will be satisfied or
waived. Food 4 Less reserves the right to waive certain limitations, to
extend, terminate, cancel or otherwise modify or amend each Exchange Offer
in any respect.
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6. Food 4 Less expressly reserves the right, subject to applicable law
and the terms of the Exchange Offers and to the extent not inconsistent
with the terms of the Merger (as defined in the Prospectus), the Other Debt
Financing Transactions, the Bank Financing, the Public Offering or the New
Equity Investment, (i) to delay acceptance for exchange of any Old RGC
Notes or, regardless of whether such Old RGC Notes were theretofore
accepted for exchange and payment, to delay exchange and payment for any
Old RGC Notes pursuant to either Exchange Offer and to terminate such
Exchange Offer and not accept for exchange any Old RGC Notes not
theretofore accepted for exchange and paid for, upon the failure of any of
the conditions to such Exchange Offer specified herein to be satisfied, by
giving oral or written notice of such delay or termination to the Exchange
Agent and (ii) at any time, or from time to time, to amend either of the
Exchange Offers in any respect. Except as otherwise provided in the
Prospectus, withdrawal rights with respect to Old RGC Notes tendered
pursuant to an Exchange Offer will not be extended or reinstated as a
result of an extension or amendment of such Exchange Offer. The reservation
by Food 4 Less of the right to delay acceptance for exchange and payment of
Old RGC Notes is subject to the provisions of Rule 14e-1(c) under the
Exchange Act, which requires that Food 4 Less (or the Company as successor
by Merger) pay the consideration offered or return the Old RGC Notes
deposited by or on behalf of holders thereof promptly after the termination
or withdrawal of an Exchange Offer.
7. Consummation of the Exchange Offers and the effectiveness of the
Proposed Amendments may have adverse consequences to non-tendering
Noteholders, including that non-tendering Noteholders will no longer be
entitled to the benefit of certain of the restrictive covenants currently
contained in the Old RGC Indentures and that the reduced amount of
outstanding Old RGC Notes as a result of the Exchange Offers may adversely
affect the trading market, liquidity and market price of the Old RGC Notes.
If the Requisite Consents are received and accepted, the Proposed
Amendments will be binding on all non-tendering Noteholders.
8. Any transfer taxes incident to the transfer of Old RGC Notes from
the tendering holder to Food 4 Less will be paid by Food 4 Less, except as
provided in the Prospectus and the instructions to the Letter of
Transmittal.
If you wish to have us tender any Old RGC Notes held by us for your
account, and deliver your Consent to the Proposed Amendments with respect to all
of such Old RGC Notes, please so instruct us by completing, executing and
returning to us the instruction form that follows.
Any inquiries you may have with respect to the Exchange Offers and the
Solicitation or requests for additional copies of the Prospectus or any other
document should be addressed to D.F. King & Co., Inc., the Information Agent, at
one of the addresses or telephone numbers set forth on the back cover of the
enclosed Prospectus, or call toll free at 1-800-669-5550.
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INSTRUCTIONS REGARDING THE EXCHANGE OFFERS AND THE SOLICITATION
WITH RESPECT TO THE 10 1/4% SENIOR SUBORDINATED NOTES DUE 2002 AND
THE 9% SENIOR SUBORDINATED NOTES DUE 2003 OF RALPHS GROCERY COMPANY
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Exchange Offers and the
Solicitation by Food 4 Less Supermarkets, Inc.
This will instruct you whether to tender the principal amount of Old RGC
Notes indicated below held by you for the account of the undersigned, and to
deliver my Consent to the Proposed Amendments with respect to such Old RGC
Notes, pursuant to the terms and conditions set forth in the Prospectus and the
Letter of Transmittal.
PRINCIPAL AMOUNT
CLASS BEING TENDERED TO BE TENDERED*
- -------------------- ----------------------
Old RGC 10 1/4%
Notes $
----------------------
(please fill in blank)
Old RGC 9% Notes $
----------------------
(please fill in blank)
* Must be in principal amounts equal to $1,000 or integral multiples thereof.
Date: , 1995
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Signature(s)
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Please print name(s) here
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Please type or print address
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Area Code and Telephone Number
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Taxpayer Identification or Social
Security Number
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My Account Number with You
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