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EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
TO TENDER
AND
TO CONSENT TO CERTAIN INDENTURE AMENDMENTS
WITH RESPECT TO THE
15.25% SENIOR DISCOUNT NOTES DUE 2004
OF
FOOD 4 LESS HOLDINGS, INC.
PURSUANT TO THE OFFER TO PURCHASE AND
SOLICITATION STATEMENT DATED MAY 2, 1995
As set forth in the Offer to Purchase and Solicitation Statement dated May
2, 1995 (as the same may be amended or supplemented from time to time, the
"Offer to Purchase") of Food 4 Less Holdings, Inc. ("Holdings"), under the
caption "The Offer to Purchase 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 Holdings' offer (the
"Offer"), upon the terms and subject to the conditions set forth in the Offer to
Purchase and Letter of Transmittal, to holders of its 15.25% Senior Discount
Notes Due 2004 (the "Discount Notes") to purchase for $785.00 in cash plus
accrued cash interest thereon at a rate of 15.25% per annum from and after March
15, 1995 until the Closing Date (the "Cash Consideration") for each $1,000
principal amount (at maturity) of Discount Notes accepted for purchase and (b)
deliver consents pursuant to Holdings' solicitation (the "Solicitation") of
consents (the "Consents") from holders of the Discount Notes ("Noteholders") to
the proposed amendments (the "Proposed Amendments") to the indenture under which
the Discount Notes were issued (the "Discount Note Indenture") (as described in
the Offer to Purchase under the captions "The Proposed Amendments" and "Appendix
A -- Description of the Discount Notes"), if (i) certificates representing the
Discount 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 Depositary 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 Depositary as set forth below. All capitalized terms used herein but not
defined herein shall have the meanings ascribed to them in the Offer to
Purchase. Unless otherwise indicated, references herein to the Offer shall be
deemed to include the Solicitation.
THE OFFER AND THE SOLICITATION ARE NOT BEING MADE TO (NOR WILL THE
SURRENDER OF DISCOUNT NOTES FOR PURCHASE BE ACCEPTED FROM OR ON BEHALF OF)
NOTEHOLDERS IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE OF THE OFFER
OR THE SOLICITATION WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH
JURISDICTION.
THE OFFER AND THE SOLICITATION WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON MAY 30, 1995 UNLESS EXTENDED (THE "EXPIRATION DATE").
TENDERED DISCOUNT NOTES MAY ONLY BE WITHDRAWN AND THE CORRESPONDING
CONSENTS MAY ONLY BE REVOKED, UNDER THE CIRCUMSTANCES DESCRIBED IN THE
OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL.
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The Depositary for the Offer 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.
Ladies and Gentlemen:
The undersigned hereby tender(s) to Holdings and delivers to Holdings
Consents with respect to, upon the terms and subject to the conditions set forth
in the Offer to Purchase and the Letter of Transmittal, receipt of which is
hereby acknowledged, the principal amount of Discount Notes set forth below
pursuant to the guaranteed delivery procedures set forth in the Offer to
Purchase under the caption "The Offer to Purchase and Solicitation -- Guaranteed
Delivery Procedure."
Subject to and effective upon acceptance for purchase of the Discount Notes
tendered herewith, the undersigned hereby sells, assigns and transfers to or
upon the order of Holdings 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 Discount Notes tendered hereby. The
undersigned authorizes the Depositary to deliver this Notice of Guaranteed
Delivery to Holdings and the Trustee as evidence of the undersigned's Consent to
the Proposed Amendments with respect to the Discount Notes tendered hereby and
as certification that Requisite Consents (as defined in the Offer to Purchase)
to the Proposed Amendments with respect to such Discount Notes have been
received. In the event of a termination of the Offer the Discount 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 Offer to Purchase and the Letter of Transmittal,
owns the Discount 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 Discount Notes tendered hereby and that
Holdings 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 Depositary or Holdings to be necessary or desirable to
complete the sale, assignment and transfer of the Discount 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
(IF AVAILABLE) TO BE TENDERED*
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Discount 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.:
If Discount 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 Discount Notes tendered hereby in proper form for
transfer (or confirmation of the book-entry transfer of such Discount Notes into
the Depositary's account at a Book-Entry Transfer Facility, pursuant to the
procedure for book-entry transfer set forth in the Offer to Purchase under the
caption "The Offer to Purchase and Solicitation -- Procedures for Tendering and
Consenting"), and any other required documents will be deposited by the
undersigned with the Depositary.
Name of Firm: -----------------------------------------
------------------------------------- Authorized Signature
Address: Name:
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Title:
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Area Code and Telephone No. Date:
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DO NOT SEND DISCOUNT NOTES WITH THIS FORM. ACTUAL SURRENDER OF DISCOUNT
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 Discount Notes or on a
security position listing as the owner of Discount 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:
Name:
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(Please Type or Print)
Capacity:
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Address:
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(Zip Code)
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