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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 AMENDED AND RESTATED
PROSPECTUS AND SOLICITATION STATEMENT DATED MAY 2, 1995
THE OFFERS AND THE SOLICITATION WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON MAY 15, 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2003, MAY ONLY BE WITHDRAWN AND THE CORRESPONDING CONSENTS MAY ONLY BE REVOKED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 AMENDED AND RESTATED PROSPECTUS AND
SOLICITATION STATEMENT AND THE CONSENT AND LETTER OF TRANSMITTAL.
TO OUR CLIENTS:
Enclosed for your consideration is the Amended and Restated Prospectus and
Solicitation Statement dated May 2, 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 (the "Offers") by Food 4 Less Supermarkets, Inc.
("Food 4 Less"), to (A) holders of 10 1/4% Senior Subordinated Notes Due 2002 of
Ralphs Grocery Company ("RGC") (the "Old RGC 10 1/4% Notes") (i) 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 $20.00 in cash
(the "10 1/4% Exchange Payment"), plus accrued and unpaid interest to the date
of the exchange and (ii) to purchase for $1,010.00 (the "10 1/4% Cash
Consideration") per $1,000 principal amount of Old RGC 10 1/4% Notes, plus
accrued and unpaid interest to the date of purchase, any or all of the Old RGC
10 1/4% Notes (the "10 1/4% Offer") and (B) 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") (i) to exchange for each $1,000
principal amount of Old RGC 9% Notes $1,000 principal amount of New Notes plus
$20.00 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, and (ii) to purchase for $1,010.00 (the "9% Cash
Consideration," and together with the 10 1/4% Cash Consideration, the "Cash
Consideration") per $1,000 principal amount of Old RGC 9% Notes, plus accrued
and unpaid interest to the date of purchase, any or all of the Old 9% Notes (the
"9% Offer," and together with the 10 1/4% Offer, the "Offers," each of which is
sometimes referred to herein individually as the applicable "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 "Appendix A -- Comparison of Old RGC Notes and New
Notes").
Consummation of the Offers and the Solicitation are subject to certain
conditions described in the Prospectus under the caption "The Offers and
Solicitation -- Conditions." Capitalized terms used herein but not defined shall
have the meanings ascribed to them 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
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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 RGC Notes. Unless otherwise indicated, references herein to the 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 Prospectus
and Letter of Transmittal. The Offers will expire at 12:00 Midnight, New York
City time, on May 15, 1995. Old RGC Notes tendered pursuant to the applicable
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 or the Old RGC 10 1/4% Note Trustee of,
among other things, certification by Food 4 Less that the Requisite Consents
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 Offers are for all of the aggregate principal amount of the
outstanding Old RGC Notes.
2. The Offers and the Solicitation are not being made to (nor will the
surrender of Old RGC Notes for exchange or purchase be accepted from or on
behalf of) Noteholders in any jurisdiction in which the making or
acceptance of such Offer and 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
Offer with respect to any Old 10 1/4% RGC Notes or any 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 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 Offer must consent
to the Proposed Amendments. Noteholders do not have the option to consent
to the Proposed Amendments without tendering into the applicable Offer.
4. The acceptance for exchange purchase of Old RGC Notes validly
tendered and not validly withdrawn and the delivery of New Notes and the
payment of the Exchange Payment or Cash Consideration 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 Offer
or the Solicitation and not accept for exchange or purchase any Old RGC
Notes not theretofore accepted if any of the conditions set forth in the
Prospectus under the caption "The Offers and 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, the accompanying Exchange Payment and payment of
the Cash Consideration, as applicable) for Old RGC Notes tendered pursuant
to the Offers promptly following acceptance of the Old RGC Notes.
5. Consummation of the Offers is subject to, among other things,
satisfaction or waiver of certain conditions, including (i) satisfaction of
the Minimum Exchange (i.e., at least a majority of the aggregate principal
amount of the outstanding Old RGC Notes being validly tendered and not
withdrawn pursuant to the 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, (iv) the prior or contemporaneous
successful completion of the Other Debt Financing Transactions (including
the Public Offerings), (v) the prior or contemporaneous consummation of the
Bank Financing and the New Equity Investment and (vi) certain other
conditions. In
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addition, consummation of each Offer is subject to the consummation of each
other 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
Offer in any respect. See "The Offers and Solicitation -- Conditions" in
the Prospectus.
6. Food 4 Less expressly reserves the right, subject to applicable law
and the terms of the Offers and to the extent not inconsistent with the
terms of the Merger, the Other Debt Financing Transactions, the Bank
Financing, the Public Offerings or the New Equity Investment, (i) to delay
acceptance for exchange or purchase of any Old RGC Notes or, regardless of
whether such Old RGC Notes were theretofore accepted for exchange or
purchase, to delay exchange or purchase of any Old RGC Notes pursuant to
either Offer and to terminate such Offer and not accept for exchange or
purchase any Old RGC Notes not theretofore accepted for exchange or
purchase, upon the failure of any of the conditions to such 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 Offers in any respect. Except as otherwise
provided in the Prospectus, withdrawal rights with respect to Old RGC Notes
tendered pursuant to an Offer will not be extended or reinstated as a
result of an extension or amendment of such Offer. The reservation by Food
4 Less of the right to delay acceptance for exchange or purchase 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 Offer.
7. Consummation of the 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 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 Offers 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, THE CASH 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 Offers 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.
AGGREGATE
PRINCIPAL AMOUNT AGGREGATE
TENDERED IN PRINCIPAL AMOUNT
EXCHANGE FOR NEW TENDERED FOR
CLASS BEING TENDERED NOTES* PURCHASE FOR CASH*
- -------------------- ---------------------- ----------------------
Old RGC 10 1/4%
Notes $ $
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(please fill in blank) (please fill in blank)
Old RGC 9% Notes $ $
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(please fill in blank) (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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