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EXHIBIT 99.3
BT SECURITIES CORPORATION CS FIRST BOSTON DONALDSON, LUFKIN & JENRETTE
ONE BANKERS TRUST PLAZA LEVERAGED FINANCE DEPARTMENT SECURITIES CORPORATION
130 LIBERTY STREET 55 E. 52ND STREET 140 BROADWAY
NEW YORK, NEW YORK 10006 NEW YORK, NEW YORK 10055 NEW YORK, NEW YORK 10005
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 OFFER TO PURCHASE AND
SOLICITATION STATEMENT DATED MAY 2, 1995
THE OFFER AND THE SOLICITATION WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON MAY 30, 1995, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF
15.25% SENIOR DISCOUNT NOTES DUE 2004, MAY ONLY BE WITHDRAWN AND THE
CORRESPONDING CONSENTS MAY ONLY BE REVOKED UNDER THE CIRCUMSTANCES DESCRIBED IN
THE OFFER TO PURCHASE AND SOLICITATION STATEMENT AND THE CONSENT AND LETTER OF
TRANSMITTAL.
May 2, 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.
("Holdings"), Food 4 Less Supermarkets, Inc., and its subsidiaries to act as the
Dealer Managers in connection with the offer (the "Offer") by Holdings, upon the
terms and subject to the conditions 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") and in the related
Consent and Letter of Transmittal and instructions contained therein (the
"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. Holdings is also
soliciting (the "Solicitation") consents (the "Consents") from holders of the
Discount Notes ("Noteholders") to certain 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"). Upon consummation of the Offer and the Solicitation, Holdings
will deliver the Cash Consideration to the holders of Discount Notes whose
Discount Notes are accepted by Holdings pursuant to the Offer. 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 THE
JURISDICTION.
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Enclosed herewith are copies of the following documents:
1. The Offer to Purchase 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 Offer and
the Solicitation if the Discount Notes and all other required documents
cannot be delivered to the Depositary on or prior to the Expiration Date;
4. A form of letter which may be sent to your clients for whose
account you hold the Discount Notes in your name or in the name of a
nominee, with space provided for obtaining such clients' instructions with
regard to the Offer and the Solicitation; and
5. A return envelope addressed to the Depositary.
PLEASE NOTE THAT THE OFFER AND THE SOLICITATION WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON MAY 30, 1995 UNLESS EXTENDED. WE URGE YOU TO
CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
Holdings 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
Discount Notes pursuant to the Offer 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 Offer to Purchase.
BT SECURITIES CORPORATION
CS FIRST BOSTON CORPORATION
DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF HOLDINGS, THE DEPOSITARY, 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 OFFER OR THE SOLICITATION NOT CONTAINED IN THE OFFER TO PURCHASE OR THE
LETTER OF TRANSMITTAL.