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TO TENDER
AND
TO CONSENT TO CERTAIN INDENTURE AMENDMENTS
WITH RESPECT TO THE
10.45% SENIOR NOTES DUE 2000
AND THE
13.75% SENIOR SUBORDINATED NOTES DUE 2001
OF
FOOD 4 LESS SUPERMARKETS, INC.
PURSUANT TO THE
PROSPECTUS AND SOLICITATION STATEMENT DATED JANUARY 25, 1995
THE EXCHANGE OFFERS AND THE SOLICITATION WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FEBRUARY 22, 1995, UNLESS EXTENDED (THE "EXPIRATION DATE").
TENDERS OF 10.45% SENIOR NOTES DUE 2000 AND 13.75% SENIOR SUBORDINATED NOTES DUE
2001, MAY ONLY BE WITHDRAWN AND THE CORRESPONDING CONSENTS MAY ONLY BE REVOKED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 25, 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
(a) the offer by Food 4 Less Supermarkets, Inc. ("Food 4 Less"), to (i) holders
of 10.45% Senior Notes Due 2000 of Food 4 Less (the "Old F4L Senior Notes") to
exchange for each $1,000 principal amount of Old F4L Senior Notes $1,000
principal amount of new Senior Notes due 2004 (the "New F4L Senior Notes") plus
$5.00 in cash (the "F4L Senior Exchange Payment"), plus accrued and unpaid
interest to the date of the exchange (the "F4L Senior Exchange Offer") and (ii)
holders of the 13.75% Senior Subordinated Notes Due 2001 of Food 4 Less (the
"Old F4L Senior Subordinated Notes" and, together with the Old F4L Senior Notes,
the "Old F4L Notes") to exchange for each $1,000 principal amount of Old F4L
Senior Subordinated Notes $1,000 principal amount of new 13.75% Senior
Subordinated Notes due 2005 (the "New F4L Senior Subordinated Notes") plus
$20.00 in cash (the "F4L Senior Subordinated Exchange Payment," and together
with the F4L Senior Exchange Payment, the "Exchange Payment"), plus accrued and
unpaid interest to the date of the exchange (the "F4L Senior Subordinated
Exchange Offer," and together with the F4L Senior 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 F4L Notes
("Noteholders") to certain proposed amendments (the "Proposed Amendments") to
the respective indentures under which the Old F4L Notes were issued (as
described in the Prospectus under the captions "The Proposed Amendments,"
"Appendix A -- Comparison of Old F4L Senior Notes and New F4L Senior Notes" and
"Appendix B -- Comparison of Old F4L Senior Subordinated Notes and New F4L
Senior Subordinated Notes.").
Consummation of the Exchange Offers and the Solicitation are subject to
certain conditions described in the Prospectus under the caption "The Exchange
Offers and Solicitation -- Conditions."
WE ARE THE REGISTERED HOLDER OF THE OLD F4L NOTES HELD BY US FOR YOUR
ACCOUNT. A TENDER OF ANY SUCH OLD F4L 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 F4L NOTES, OR DELIVER A
CONSENT WITH RESPECT TO SUCH OLD F4L NOTES, HELD BY US FOR YOUR ACCOUNT.
Accordingly, we request instructions as to whether you wish us to tender
such Old F4L Notes held by us for your account, and deliver Consents with
respect to all of such Old F4L Notes so tendered, pursuant to the terms and
conditions
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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 F4L Notes and to deliver Consents with respect to Old F4L 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 F4L Notes and deliver Consents with respect to
Old F4L Notes on your behalf in accordance with the provisions of the Prospectus
and the Letter of Transmittal. The Exchange Offers and the Solicitation will
expire at 12:00 Midnight, New York City time, on February 22, 1995. Old F4L
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 F4L
Senior Note Trustee (as defined in the Prospectus) or the Old F4L Senior
Subordinated 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 F4L Senior Notes or the Old F4L Senior
Subordinated Notes, as the case may be, have been received, Food 4 Less 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 F4L
Notes (each a "Supplemental Indenture"). Upon the acceptance by Food 4 Less of
the Requisite Consents from holders of Old F4L Senior Notes or Old F4L Senior
Subordinated 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 F4L Notes will become effective
upon certification that the Requisite Consents from holders of the applicable
Old F4L Notes have been received, such Proposed Amendments will not be operative
until Food 4 Less has accepted for exchange all Old F4L 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 F4L Notes.
2. The Exchange Offers and the Solicitation are not being made to (nor
will the surrender of Old F4L 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 F4L Notes who desires to tender into the applicable
Exchange Offer with respect to any Old F4L Senior Notes or any Old F4L
Senior Subordinated Notes must tender all such Old F4L Senior Notes or Old
F4L Senior Subordinated Notes beneficially owned by such holder, as the
case may be. The tender of Old F4L Notes pursuant to the applicable
Exchange Offer will constitute the Consent of such tendering holder to the
Proposed Amendments with respect to such Old F4L 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 F4L Notes validly tendered and
not validly withdrawn and the delivery of New F4L 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
F4L Notes or to terminate either of the Exchange Offers or the Solicitation
and not accept for exchange any Old F4L Notes not theretofore accepted if
any of the conditions set forth in the Prospectus under the caption "The
Exchange Offers and Solicitation -- Conditions" shall not have been
satisfied or waived by Food 4 Less. Food 4 Less will deliver New F4L Notes
and make payments in cash (including accrued interest in cash on the Old
F4L Notes and the Exchange Payment) in exchange for Old F4L Notes pursuant
to the Exchange Offers promptly following acceptance of the Old F4L 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 F4L 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 F4L Senior Notes and Old F4L Senior
Subordinated Notes held by persons other than Food 4 Less 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 as 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. See "The Exchange Offers and
Solicitation -- Conditions" in the Prospectus. 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
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right to waive certain limitations, to extend, terminate, cancel or
otherwise modify or amend each Exchange Offer in any respect.
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 or the New Equity Investment,
(i) to delay acceptance for exchange of any Old F4L Notes or, regardless of
whether such Old F4L Notes were theretofore accepted for exchange and
payment, to delay exchange and payment for any Old F4L Notes pursuant to
either Exchange Offer and to terminate such Exchange Offer and not accept
for exchange any Old F4L 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 F4L 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 F4L 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 defined in the Prospectus) as successor by Merger) pay the
consideration offered or return the Old F4L 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 F4L Indentures and that the reduced amount of
outstanding Old F4L Notes as a result of the Exchange Offers may adversely
affect the trading market, liquidity and market price of the Old F4L 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 F4L 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 F4L Notes held by us for your
account, and deliver your Consent to the Proposed Amendments with respect to all
of such Old F4L 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 10.45% SENIOR NOTES DUE 2000 AND
THE 13.75% SENIOR SUBORDINATED NOTES DUE 2001 OF FOOD 4 LESS SUPERMARKETS, INC.
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 F4L
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 F4L
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 F4L Senior Notes $
----------------------
(please fill in blank)
Old F4L Senior Subordinated 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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