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EXHIBIT 99.4
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 12, 1995
THE OFFER AND THE SOLICITATION WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON JUNE 9, 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15.25% SENIOR DISCOUNT NOTES DUE 2004, MAY ONLY BE WITHDRAWN AND THE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.
TO OUR CLIENTS:
Enclosed for your consideration is the Offer to Purchase and Solicitation
Statement dated May 12, 1995 (as the same may be amended or supplemented from
time to time, the "Offer to Purchase") and a related form of Consent and Letter
of Transmittal and instructions thereto (the "Letter of Transmittal") relating
to (i) the offer (the "Offer") by Food 4 Less Holdings, Inc. ("Holdings") 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 (ii) the solicitation (the "Solicitation") of 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").
Consummation of the Offer and the Solicitation are subject to certain
conditions described in the Offer to Purchase under the caption "The Offer to
Purchase and Solicitation -- Conditions." Capitalized terms used herein but not
defined shall have the meanings ascribed to them in the Offer to Purchase.
WE ARE THE REGISTERED HOLDER OF THE DISCOUNT NOTES HELD BY US FOR YOUR
ACCOUNT. A TENDER OF ANY SUCH DISCOUNT 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 DISCOUNT NOTES, OR DELIVER
A CONSENT WITH RESPECT TO SUCH DISCOUNT NOTES, HELD BY US FOR YOUR ACCOUNT.
Accordingly, we request instructions as to whether you wish us to tender
such Discount Notes held by us for your account, and deliver Consents with
respect to all of such Discount Notes so tendered, pursuant to the terms and
conditions set forth in the Offer to Purchase and the Letter of Transmittal. We
urge you to read the Offer to Purchase and the Letter of Transmittal carefully
before instructing us to tender your Discount Notes and to deliver Consents with
respect to Discount Notes. Unless otherwise indicated, references herein to the
Offer 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 Discount Notes and deliver Consents with respect to
Discount Notes on your behalf in accordance with the provisions of the Offer to
Purchase and the Letter of Transmittal. The Offer and the Solicitation will
expire at 12:00 Midnight, New York City time, on June 9, 1995. Discount Notes
tendered pursuant to the 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 Offer to Purchase
and the Letter of Transmittal. After receipt by the Trustee of, among other
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things, certification by Holdings that the Requisite Consents with respect to
the Discount Notes have been received, Holdings and the Trustee will execute a
supplemental indenture to evidence the adoption of the Proposed Amendments
relating to the Discount Notes (the "Supplemental Indenture"). Upon the
acceptance by Holdings of the Requisite Consents from holders of Discount Notes
and the execution of the Supplemental Indenture, such Supplemental Indenture
will immediately become effective. Although the Proposed Amendments relating to
the Discount Notes will become effective upon certification that the Requisite
Consents from holders of the Discount Notes have been received, such Proposed
Amendments will not be operative until Holdings has accepted for purchase all
Discount Notes validly tendered and not withdrawn.
Your attention is directed to the following:
1. The Offer is for the entire aggregate principal amount of the
outstanding Discount Notes.
2. 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.
3. A holder of Discount Notes who desires to tender into the Offer
with respect to any Discount Notes must tender all the Discount Notes
beneficially owned by such holder. The tender of Discount Notes pursuant to
the Offer will constitute the Consent of such tendering holder to the
Proposed Amendments with respect to such Discount Notes. Noteholders who
desire to accept the Offer must consent to the Proposed Amendments.
Noteholders do not have the option to consent to the Proposed Amendments
without tendering into the Offer.
4. The acceptance for purchase of Discount Notes validly tendered and
not validly withdrawn and the payment of the 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"). Holdings, however, expressly reserves the right to
delay acceptance of any of the Discount Notes or to terminate the Offer or
the Solicitation and not accept for purchase any Discount Notes not
theretofore accepted if any of the conditions set forth in the Offer to
Purchase under the caption "The Offer to Purchase and
Solicitation -- Conditions" shall not have been satisfied or waived by
Holdings. Holdings will pay the Cash Consideration for Discount Notes
pursuant to the Offer promptly following acceptance of the Discount Notes.
5. Consummation of the Offer and the Solicitation are subject to,
among other things, satisfaction or waiver of certain conditions, including
(i) the receipt of the Requisite Consents (i.e., Consents from Noteholders
representing at least a majority in aggregate principal amount of the
outstanding Discount Notes held by persons other than Holdings and its
affiliates) on or prior to the Expiration Date, (ii) satisfaction or waiver
in Holdings' sole discretion, of all conditions precedent to the Merger,
(iii) the prior or contemporaneous successful completion of the Other Debt
Financing Transactions (including the Public Offering), (iv) the prior or
contemporaneous consummation of the Bank Financing and the New Equity
Investment and (v) certain other conditions. See "The Offer to Purchase and
Solicitation -- Conditions" in the Offer to Purchase. There can be no
assurance that such conditions will be satisfied or waived. Holdings
reserves the right to waive certain limitations, to extend, terminate,
cancel or otherwise modify or amend the Offer in any respect.
6. Holdings expressly reserves the right, subject to applicable law
and the terms of the Offer and to the extent not inconsistent with the
terms of the Merger, the Other Debt Financing Transactions, the Bank
Financing or the New Equity Investment, (i) to delay acceptance for
purchase of any Discount Notes or, regardless of whether such Discount
Notes were theretofore accepted for purchase, to delay the purchase of any
Discount Notes pursuant to the Offer and to terminate the Offer and not
accept for purchase any Discount Notes not theretofore accepted for
purchase, upon the failure of any of the conditions to the Offer specified
herein to be satisfied, by giving oral or written notice of such delay or
termination to the Depositary and (ii) at any time, or from time to time,
to amend the Offer in any respect. Except as otherwise provided in the
Offer to Purchase, withdrawal rights with respect to Discount Notes
tendered pursuant to the Offer will not be extended or reinstated as a
result of an extension or amendment of the Offer. The reservation by
Holdings of the right to delay acceptance for purchase of Discount Notes is
subject to the provisions of Rule 14e-1(c) under the Exchange Act, which
requires that Holdings pay the consideration offered or return the Discount
Notes deposited by or on behalf of holders thereof promptly after the
termination or withdrawal of the Offer.
7. Consummation of the Offer 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
Discount Indenture and that the reduced amount of outstanding Discount
Notes as a result of the Offer may adversely affect the trading market,
liquidity and market price of the Discount Notes. If the Requisite Consents
are received and accepted, the Proposed Amendments will be binding on all
non-tendering Noteholders.
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8. Any transfer taxes incident to the transfer of Discount Notes from
the tendering holder to Holdings will be paid by Holdings, except as
provided in the Offer to Purchase and the instructions to the Letter of
Transmittal.
If you wish to have us tender any Discount Notes held by us for your
account, and deliver your Consent to the Proposed Amendments with respect to all
of such Discount 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 Offer and the Solicitation
or requests for additional copies of the Offer to Purchase 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
Offer to Purchase, or call toll free at 1-800-669-5550.
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INSTRUCTIONS REGARDING THE OFFER AND THE SOLICITATION
WITH RESPECT TO THE 15.25% SENIOR DISCOUNT NOTES DUE 2004 AND
OF FOOD 4 LESS HOLDINGS, INC.
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Offer and the Solicitation by
Holdings.
This will instruct you whether to tender the principal amount of Discount
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 Discount
Notes, pursuant to the terms and conditions set forth in the Offer to Purchase
and the Letter of Transmittal.
PRINCIPAL AMOUNT
TO BE TENDERED*
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Discount Notes...........................................
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(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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