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EXHIBIT 99.6
[Food 4 Less Logo/Letterhead]
January , 1995
To: The holders of the 10 1/4% Senior Subordinated Notes due 2002 (the "Old RGC
10 1/4% Notes") and 9% Senior Subordinated Notes due 2003 (the "Old RGC 9%
Notes," and together with the Old RGC 10 1/4% Notes, the "Old RGC Notes")
of Ralphs Grocery Company.
Re: Offers to exchange Old RGC Notes for new Senior Subordinated Notes
due 2005 (the "New RGC Notes") and solicitation of consents to
proposed amendments to the indentures governing the Old RGC Notes
(the "Old Indentures").
On September 14, 1994, Food 4 Less Supermarkets, Inc. ("Food 4 Less"), its
parent company Food 4 Less Holdings, Inc. ("Holdings"), and the parent company
of Holdings, Food 4 Less Inc., entered into a definitive Agreement and Plan of
Merger (the "Merger Agreement") with Ralphs Supermarkets, Inc. ("RSI") and its
stockholders. Pursuant to the terms of the Merger Agreement, Food 4 Less will be
merged with and into RSI (the "RSI Merger"). Immediately following the RSI
Merger, Ralphs Grocery Company ("RGC"), which is currently a wholly-owned
subsidiary of RSI, will merge with and into RSI (the "RGC Merger," and together
with the RSI Merger, the "Merger"), and RSI will change its name to Ralphs
Grocery Company.
In connection with the Merger, Food 4 Less is offering to exchange (the
"Exchange Offers") New RGC Notes for Old RGC Notes and is soliciting your
consents (the "Solicitation") to proposed amendments to certain provisions of
the Old Indentures pursuant to which the Old RGC Notes were issued, as such
Exchange Offers and Solicitation are described in the accompanying Prospectus
and Solicitation Statement. The primary reason for this request is to permit the
Merger and the related financing transactions described in the Prospectus and
Solicitation Statement. As described in more detail in the enclosed Prospectus
and Solicitation Statement, upon consummation of the Exchange Offers tendering
holders will receive the following consideration:
FOR EACH $1,000 THE TENDERING HOLDER
PRINCIPAL AMOUNT OF: WILL RECEIVE
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Old RGC 10 1/4% Notes $1,000 principal amount of New RGC Notes and $10.00 in
cash, plus accrued and unpaid interest to the date of
exchange.
Old RGC 9% Notes $1,000 principal amount of New RGC Notes and $10.00 in
cash, plus accrued and unpaid interest to the date of
exchange.
The details of the proposed amendments to the Old Indentures, the terms and
conditions of the Exchange Offers and Solicitation, and background information
concerning the Merger and related transactions are contained in the enclosed
Prospectus and Solicitation Statement.
BT Securities Corporation, CS First Boston Corporation and Donaldson,
Lufkin & Jenrette Securities Corporation are serving as financial advisors to
the Company in connection with the Exchange Offers and related transactions. If
you have questions after reviewing the enclosed materials you can reach BT
Securities at (212) 775-2995, CS First Boston at (212) 909-4300, or Donaldson,
Lufkin & Jenrette at (212) 504-4753. In addition, D.F. King Co., Inc. is acting
as Information Agent in connection with the Exchange Offers and Solicitation and
can be reached at (800) 669-5550.
Thank you for your time and effort in reviewing this request.
Sincerely,
Mark A. Resnik
Vice President and Secretary of
Food 4 Less Supermarkets, Inc.