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EXHIBIT 99.1
CONSENT AND LETTER OF TRANSMITTAL
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 12, 1995
THE OFFERS AND THE SOLICITATION WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON MAY 25, 1995, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY ONLY
BE WITHDRAWN AND CONSENTS MAY ONLY BE REVOKED UNDER THE CIRCUMSTANCES DESCRIBED
HEREIN AND IN THE AMENDED AND RESTATED PROSPECTUS AND SOLICITATION STATEMENT.
TO THE EXCHANGE AGENT:
BANKERS TRUST COMPANY
By Hand Delivery or
Overnight Courier: Facsimile Transmission: By Mail:
Bankers Trust Company (212) 250-6275
Corporate Trust & Agency Group (212) 250-3290 Bankers Trust Company
Reorganization Department Confirm by Telephone: Corporate Trust & Agency Group
Receipt & Delivery Window (212) 250-6270 Reorganization Department
123 Washington St., First Floor P.O. Box 1458
New York, NY 10006 Church Street Station
New York, NY 10008-1458
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF THIS LETTER VIA FACSIMILE TRANSMISSION OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS
CONSENT AND LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS CONSENT
AND LETTER OF TRANSMITTAL IS COMPLETED.
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DESCRIPTION OF OLD RGC NOTES
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You must consent to the Proposed Amendments with respect to the Old RGC Notes tendered hereby. The tender of Old RGC Notes
hereby will constitute a Consent to the Proposed Amendments with respect to such Old RGC Notes. If you are not the registered
holder of your Old RGC Notes, you must either have the Old RGC Notes registered in your name or have the registered holder sign
the form of consent herein or obtain a valid proxy from the registered holder of such Old RGC Notes to tender them.
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CERTIFICATE(S) TENDERED
(ATTACH ADDITIONAL SCHEDULE IF NECESSARY)
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(1) (2) (3) (4) (5)
AGGREGATE
PRINCIPAL AGGREGATE
AMOUNT PRINCIPAL
INDICATE TENDERED AMOUNT
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) CLASS BEING IN EXCHANGE TENDERED
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) TENDERED CERTIFICATE FOR NEW FOR PURCHASE
APPEAR(S) ON OLD RGC NOTES) 10 1/4 OR 9% NUMBER(S)(*) NOTES(**) FOR CASH(**)
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TOTAL:
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* Need not be completed by Book-Entry Holders (see below).
** If you wish to accept the applicable Offer with respect to any Old RGC 9% Notes or any Old RGC 10 1/4% Notes you must tender
all of such Old RGC 9% Notes or Old RGC 10 1/4% Notes beneficially owned by you, as the case may be.
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The undersigned acknowledges receipt of the Amended and Restated Prospectus
and Solicitation Statement dated May 12, 1995 (as the same may be amended or
supplemented from time to time, the "Prospectus"), of Food 4 Less Supermarkets,
Inc. ("Food 4 Less"), relating to (a) the offers (the "Offers") by Food 4 Less,
upon the terms and subject to the conditions set forth in the Prospectus and in
this Consent and Letter of Transmittal and the instructions hereto (the "Letter
of Transmittal"), (A) to 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) to 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 the 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.")
Holders of Old RGC Notes who desire to accept the applicable Offer will be
required to consent to the Proposed Amendments with respect to such Old RGC
Notes. The tender of Old RGC Notes under this Letter of Transmittal will
constitute such consent. Noteholders who do not tender Old RGC Notes pursuant to
the Offers will not be eligible to consent to the Proposed Amendments. Each
Noteholder who desires to accept the applicable Offer with respect to any Old
RGC 9% Notes or any Old RGC 10 1/4% Notes must tender all of such Noteholders'
Old RGC 9% Notes or Old RGC 10 1/4% Notes, as the case may be. Capitalized terms
used in this Letter of Transmittal but not defined herein have the respective
meanings given them in the Prospectus.
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 OFFERS AND SOLICITATION WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH
JURISDICTION.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE
COMPLETING ANY BOX BELOW
This Letter of Transmittal is to be used (i) if Old RGC Notes are to be
physically delivered herewith or (ii) if delivery of Old RGC Notes is to be made
by book-entry transfer to the account maintained by the Exchange Agent at the
Depository Trust Company ("DTC"), the Midwest Securities Trust Company ("MSTC")
or the Philadelphia Securities Depository Trust Company ("PDTC") (collectively,
the "Book-Entry Transfer Facilities") pursuant to the procedures set forth in
the Prospectus under the caption "The Offers and Solicitation -- Procedures for
Tendering and Consenting." Delivery of documents to a Book-Entry Transfer
Facility does not constitute delivery to the Exchange Agent.
If certificates for Old RGC Notes are not immediately available or cannot
be delivered along with other required documents to the Exchange Agent or the
procedure for book-entry transfer cannot be completed on or prior to the
Expiration Date, the Noteholder may tender such Old RGC Notes according to the
guaranteed delivery procedures set forth in the Prospectus under the caption
"The Offers and Solicitation -- Guaranteed Delivery Procedure." See Instruction
2 herein.
Noteholders who wish to tender their Old RGC Notes pursuant to the
applicable Offer, and consent to the Proposed Amendments must complete the box
entitled "DESCRIPTION OF OLD RGC NOTES" and sign below.
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METHOD OF DELIVERY
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/ / CHECK HERE IF CERTIFICATES FOR TENDERED OLD RGC NOTES ARE ENCLOSED
HEREWITH.
/ / CHECK HERE IF TENDERED OLD RGC NOTES ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE
AGENT WITH A BOOK-ENTRY TRANSFER FACILITY SPECIFIED ABOVE AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution:_________________________________________
Name of Book-Entry Transfer Facility:
/ / DTC / / MSTC / / PDTC
Account Number:________________________________________________________
Transaction Code Number:_______________________________________________
/ / CHECK HERE IF TENDERED OLD RGC NOTES ARE BEING DELIVERED PURSUANT TO
A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT
AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s) of Old RGC Notes:_________________________
Window Ticket Number (if any):_________________________________________
Date of Execution of Notice of Guaranteed Delivery:____________________
Name of Eligible Institution which Guaranteed Delivery:________________
If delivered by a Book-Entry Transfer Facility, check box of
Book-Entry Transfer Facility:
/ / DTC / / MSTC / / PDTC
Account Number:_____________________________________________________________
Transaction Code Number:____________________________________________________
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Consent and Tender of Old RGC Notes
Upon the terms and subject to the conditions of the Prospectus and this
Letter of Transmittal, the undersigned hereby Consents to the Proposed
Amendments with respect to the Old RGC Notes indicated above and tenders to Food
4 Less the Old RGC Notes indicated above. Tendering Noteholders will be deemed
to have Consented to the Proposed Amendments with respect to all Old RGC Notes
tendered.
Subject to and effective upon acceptance of the Old RGC Notes tendered
herewith, the undersigned hereby sells, assigns and transfers to or upon the
order of Food 4 Less 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 Old RGC Notes tendered hereby. The
undersigned hereby appoints the Exchange Agent the true and lawful agent and
attorney-in-fact of the undersigned with respect to such Old RGC Notes with full
power of substitution (such power of attorney being deemed to be an irrevocable
power coupled with an interest) to (a) deliver certificates for such Old RGC
Notes, or transfer ownership of such Old RGC Notes on the account books
maintained by DTC, MSTC or PDTC, together, in any such case, with all
accompanying evidences of transfer and authenticity, to or upon the order of
Food 4 Less, (b) present such Old RGC Notes for transfer on the register, (c)
deliver the Consent contained herein to RGC and the applicable Trustee under the
Old Indentures and (d) receive all benefits and otherwise exercise all right of
beneficial ownership of such Old RGC Notes all in accordance with the terms of
the Prospectus and this Letter of Transmittal.
The undersigned hereby represents and warrants that the undersigned accepts
the terms and conditions contained in the Prospectus and this Letter of
Transmittal, owns the Old RGC Notes tendered hereby within the meaning of Rule
10b-4 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), has full power and authority to tender, sell, assign and transfer the Old
RGC Notes tendered hereby and that Food 4 Less 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
Exchange Agent or Food 4 Less to be necessary or desirable to complete the sale,
assignment and transfer of the Old RGC Notes tendered. All authority herein
conferred or agreed to be conferred shall survive the death or incapacity of the
undersigned, and any obligation of the undersigned hereunder shall be binding
upon the heirs, personal representatives, successors and assigns of the
undersigned.
Tenders of Old RGC Notes pursuant to the Offers may be withdrawn and
Consents may be revoked, subject to the procedures described in the Prospectus
under "The Offers and Solicitation -- Withdrawal of Tenders and Revocation of
Consents," and under Instruction 3 herein, at any time until the "Consent Date,"
which shall be such time as the Requisite Consents (as defined under Instruction
3 herein) with respect to the applicable issue of Old RGC Notes have been
received and the Supplemental Indenture (as defined) for such issue has been
executed. Thereafter, such tenders may be withdrawn and consents may be revoked
if the applicable Offer with respect to such Old RGC Notes is terminated without
any Old RGC Notes being accepted for exchange and/or for purchase thereunder.
Food 4 Less shall be deemed to have accepted for exchange or for purchase, and
to have exchanged and/or purchased validly tendered and not properly withdrawn
Old RGC Notes in the Offers when, as and if Food 4 Less has given oral or
written notice thereof to the Exchange Agent.
Upon receipt of the Requisite Consents from holders of Old RGC 9% Notes or
holders of Old RGC 10 1/4% Notes, Food 4 Less will certify in writing to the Old
RGC 9% Note Trustee or the Old RGC 10 1/4% Note Trustee (together, the "Old
Trustees"), as the case may be, that the Requisite Consents to the adoption of
the Proposed Amendments have been received with respect to such issue of Old RGC
Notes. Except as set forth under Instruction 2 herein and in the Prospectus
under "The Offers and Solicitation -- Guaranteed Delivery Procedure," Consents
from tendering holders of Old RGC Notes will not be counted towards determining
whether Food 4 Less has received the Requisite Consents unless Food 4 Less is
prepared to accept the tender of Old RGC Notes to which such Consents relate. In
addition, Consents with respect to any Old RGC Notes will not be counted if the
tender of such holders' Old RGC Notes is defective, unless Food 4 Less waives
such defect. 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 indenture under which such Old
RGC Notes were issued (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
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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 or
purchase all Old RGC Notes validly tendered and not withdrawn. Food 4 Less will
not be obligated pursuant to the Offers to issue the New Notes and pay the
Exchange Payment or pay the Cash Consideration unless, among other things, the
Requisite Consents to the adoption of the Proposed Amendments have been received
from both the Old RGC 9% Noteholders and the Old RGC 10 1/4% Noteholders. The
withdrawal of Old RGC Notes in accordance with the procedures set forth in the
Prospectus under "The Offers and Solicitation -- Withdrawals of Tenders and
Revocation of Consents," and under Instruction 3 herein, will effect a
revocation of the related Consents. Any valid revocation of Consents will
automatically render the prior tender of the Old RGC Notes to which such
Consents relate defective and Food 4 Less will have the right, which it may
waive, to reject such tender as invalid and ineffective.
The undersigned recognizes that, under certain circumstances set forth in
the Prospectus, Food 4 Less may not be required to accept any of the Old RGC
Notes tendered (as described in the Prospectus under the caption "The Offers and
Solicitation -- Conditions"). Old RGC Notes not accepted for tender or that are
withdrawn will be returned to the undersigned at the address set forth above
unless otherwise indicated under "SPECIAL DELIVERY INSTRUCTIONS" below.
Unless otherwise indicated under "SPECIAL ISSUANCE AND PAYMENT
INSTRUCTIONS" or "SPECIAL DELIVERY INSTRUCTIONS" below, the Exchange Agent will
deliver the New Notes and the Exchange Payment or Cash Consideration (each as
appropriate) (and, if applicable, return Old RGC Notes for any principal amount
of Old RGC Notes not accepted for exchange or purchase) to the undersigned at
the address set forth above. The undersigned understands that holders who tender
Old RGC Notes by book-entry transfer ("Book-Entry Holders") may request that any
Old RGC Notes not accepted for exchange or purchase be returned by crediting the
account maintained by DTC, MSTC or PDTC as such Book-Entry Holders may designate
by ranking an appropriate entry under the box entitled "SPECIAL ISSUANCE AND
PAYMENT INSTRUCTIONS" below. The undersigned recognizes that Food 4 Less has no
obligation pursuant to "SPECIAL ISSUANCE AND PAYMENT INSTRUCTIONS" to transfer
any Old RGC Notes from the name of the registered holder thereof if Food 4 Less
does not accept for exchange or purchase any of such Old RGC Notes. See
Instruction 5.
The undersigned understands that tenders of Old RGC Notes pursuant to any
one of the procedures described under "The Offers and Solicitation -- Procedures
for Tendering and Consenting" in the Prospectus and in the instructions hereto
will constitute a binding agreement between the undersigned and Food 4 Less in
accordance with the terms and subject to the conditions of the Prospectus and
this Letter of Transmittal.
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THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD RGC
NOTES" ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE
TENDERED SUCH OLD RGC NOTES, CONSENTED TO THE PROPOSED AMENDMENTS WITH RESPECT
TO SUCH OLD RGC NOTES AND MADE CERTAIN REPRESENTATIONS AS DESCRIBED HEREIN AND
IN THE PROSPECTUS. ONLY REGISTERED HOLDERS OF OLD RGC NOTES ARE ENTITLED TO
CONSENT TO THE PROPOSED AMENDMENTS. IF THE UNDERSIGNED IS NOT THE REGISTERED
HOLDER OF THE OLD RGC NOTES TENDERED PURSUANT HERETO, THE UNDERSIGNED MUST
EITHER HAVE THE OLD RGC NOTES REGISTERED IN THE UNDERSIGNED'S NAME OR HAVE THE
REGISTERED HOLDER SIGN THE FORM OF CONSENT APPEARING BELOW OR A VALID PROXY.
PLEASE SIGN HERE
(See Instructions 1 and 4 and the following paragraph)
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Signature(s) of Owner(s) Date
Area Code and Telephone Number:
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This Letter of Transmittal must be signed by the Registered Holder(s) of
Old RGC Notes as their name(s) appear(s) on certificates for Old RGC Notes or,
if tendered by a participant in one of the Book-Entry Transfer Facilities,
exactly as such participant's name appears on a security position listing as the
owner of Old RGC Notes, or by person(s) authorized to become Registered
Holder(s) by endorsement and documents transmitted herewith. If signature is by
a trustee, executor, administrator, guardian, attorney-in-fact, officer or other
person acting in a fiduciary or representative capacity, please set forth full
title. See Instruction 4.
Name(s):
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Please Type or Print
Capacity:
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Address:
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(Including Zip Code)
SIGNATURE GUARANTEE
(If required by Instruction 4)
Signature(s) Guaranteed
by an Eligible Institution:
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(Authorized Signature)
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(Title)
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(Name of Firm)
Dated:
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Please indicate (by marking the appropriate box provided below) whether
the beneficial holder(s) of the Old F4L Notes tendered herewith is a(n):
/ / Bank
/ / Pension or Profit-Sharing Trust
/ / Savings Institution
/ / Dealer
/ / Trust Company
/ / Foundation
/ / Insurance Company
/ / Corporation
/ / Investment Company
/ / Other Financial or
Institutional Investor
/ / Individual
Address of beneficial holder(s):
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IF THIS LETTER OF TRANSMITTAL IS SIGNED BY A HOLDER OF OLD RGC NOTES WHO IS
NOT THE REGISTERED HOLDER THEREOF, THEN THE REGISTERED HOLDER MUST SIGN THE
FOLLOWING CONSENT OR A VALID PROXY:
Pursuant to the Offers and the Solicitation of Consents to the Proposed
Amendments, the undersigned hereby consents to the Proposed Amendments with
respect to the Old RGC Notes tendered hereby and with respect to the related
indentures. This consent shall not be deemed to be effective if the
above-described Old RGC Notes are not accepted for exchange or purchase pursuant
to the Offers.
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Signature of Registered Holder
X
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Signature of Registered Holder
(if more than one)
Dated:
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(Must be signed by the Registered Holder(s) as name(s) appear(s) on the
certificates for Old RGC Notes. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer or other person acting in a
fiduciary or representative capacity, please set forth full title. See
Instruction 4.)
Name(s):
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Please Type or Print
Capacity:
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Address:
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(Including Zip Code)
SIGNATURE GUARANTEE
(If required by Instruction 4)
Signature(s) Guaranteed
by an Eligible Institution:
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(Authorized Signature)
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(Title)
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(Name of Firm)
Dated:
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SPECIAL ISSUANCE AND PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 4 AND 5)
To be completed ONLY if certificates for New Notes and the Exchange Payment or
the Cash Consideration (each as appropriate) are to be issued in the name of, or
paid to, someone other than the person who submits this Letter of Transmittal or
issued to an address different from that shown in the box entitled "DESCRIPTION
OF OLD RGC NOTES" above in this Letter of Transmittal or if Old RGC Notes are to
be returned by credit to an account maintained by DTC, MSTC or PDTC.
ISSUE TO:
Name
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(Please Print)
Address
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(Include Zip Code)
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(Social Security Number or Employer Identification Number)
A correct taxpayer identification number must also be provided on the
Substitute Form W-9 included herein.
CREDIT UNACCEPTED OLD RGC NOTES TENDERED BY BOOK-ENTRY TRANSFER TO THE:
/ / DTC / / MSTC or / / PDTC (check one)
account set forth below:
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(DTC, MSTC or PDTC Account Number)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4 AND 5)
To be completed ONLY if the Exchange Payment or the Cash Consideration (each as
appropriate), certificates evidencing New Notes and/or certificates evidencing
Old RGC Notes for amounts not accepted for exchange or purchase are to be sent
to someone other than the person who submits this Letter of Transmittal or to an
address other than that shown in the box entitled "DESCRIPTION OF OLD RGC NOTES"
above in this Letter of Transmittal.
MAIL TO:
Name
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(Please Print)
Address
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(Include Zip Code)
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE
OFFERS AND THE SOLICITATION
1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES. Certificates for Old
RGC Notes, or any book-entry transfer into the Exchange Agent's account at DTC,
MSTC or PDTC of Old RGC Notes tendered electronically, as well as a properly
completed Letter of Transmittal, including a valid and unrevoked Consent or
facsimile(s) thereof, duly executed by the registered holder thereof with any
required signature guarantee(s), and any other documents required by this Letter
of Transmittal, must be received by the Exchange Agent at one of its addresses
set forth herein on or prior to 12:00 Midnight, New York City time, on the
Expiration Date of the Offers and the Solicitation, except as otherwise provided
in Instruction 2, "Guaranteed Delivery Procedures."
Tenders of Old RGC Notes into the Offers will be accepted only in principal
amounts equal to $1,000 or integral multiples thereof.
The method of delivery of this Letter of Transmittal, certificates for Old
RGC Notes and any other required documents is at the election and risk of the
tendering Noteholder, and except as otherwise provided below, the delivery will
be deemed made when actually received by the Exchange Agent. Instead of
effecting delivery by mail, it is recommended that tendering Noteholders use an
overnight or hand delivery service. If Old RGC Notes are sent by mail,
registered mail, with return receipt requested, properly insured, is
recommended. In all cases, sufficient time should be allowed to assure timely
delivery. No documents should be sent to Food 4 Less, the Information Agent, the
Dealer Managers, or the Old Trustees.
If the person signing this Letter of Transmittal is not the registered
holder of the securities tendered hereby, then such person must either have the
securities hereby registered in such person's name or obtain from the registered
holder and submit to the Exchange Agent the form of consent of the registered
holder to the Proposed Amendments appearing above or a valid proxy.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance, withdrawal and revocation of tendered Old RGC Notes and
delivered Consents to the Proposed Amendments will be resolved by Food 4 Less,
whose determination will be final and binding. Food 4 Less reserves the absolute
right to reject any or all tenders and withdrawals of Old RGC Notes and
deliveries and revocations of Consents to the Proposed Amendments that are not
in proper form or the acceptance of which would, in the opinion of Food 4 Less
or counsel for Food 4 Less, be unlawful. Food 4 Less also reserves the right to
waive any irregularities or conditions of tender, consent or proxy as to
particular Old RGC Notes. Food 4 Less' interpretation of the terms and
conditions of the Offers (including the instructions in this Letter of
Transmittal) will be final and binding. Unless waived, any irregularities in
connection with tenders and withdrawals of Old RGC Notes and revocations of
Consents to the Proposed Amendments must be cured within such time as Food 4
Less shall determine. Neither Food 4 Less nor the Exchange Agent shall be under
any duty to give notification of defects in such tenders, withdrawals,
deliveries or revocations or shall incur any liability for failure to give such
notification. Tenders and withdrawals of Old RGC Notes and deliveries and
revocations of Consents to the Proposed Amendments will not be deemed to have
been made until such irregularities have been cured or waived. Any old RGC Notes
received by the Exchange Agent that are not properly tendered or delivered and
to which the irregularities have not been cured or waived will be returned by
the Exchange Agent to the tendering Noteholders unless otherwise provided in
this Letter of Transmittal as soon as practicable following the Expiration Date.
None of Food 4 Less, the Exchange Agent, the Information Agent, the Dealer
Managers or any other person shall be obligated to give notification of defects
or irregularities in any tender, or shall incur any liability for failure to
give any such notification.
2. GUARANTEED DELIVERY PROCEDURES. If a registered holder of Old RGC Notes
desires to tender such Old RGC Notes and consent to the Proposed Amendments, and
such holder's Old RGC Notes are not immediately available, or if time will not
permit such holder's Old RGC Notes or any other required documents to be
delivered to the Exchange Agent prior to 12:00 Midnight, New York City time, on
the Expiration Date, then such Old RGC Notes may nevertheless be tendered and
Consents may be effected if all of the following guaranteed delivery procedure
conditions are met:
(i) the tender and Consent is made by or through an Eligible
Institution;
(ii) prior to 12:00 Midnight, New York City time, on the Expiration
Date, the Exchange Agent receives from such Eligible Institution a properly
completed and duly executed Notice of Guaranteed Delivery (by telegram,
telex, facsimile transmission, mail or hand delivery) substantially in the
form provided by Food 4 Less herewith, that contains a signature guaranteed
by an Eligible Institution in the form set forth in such Notice of
Guaranteed
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Delivery, unless such tender is for the account of an Eligible Institution
(in which case no signature guarantee shall be required), and sets forth
the name and address of the holder of Old RGC Notes and the principal
amount of Old RGC Notes tendered for exchange and/or purchase, states that
the tender is being made thereby and guarantees that, within five New York
Stock Exchange ("NYSE") trading days after the date of execution of the
Notice of Guaranteed Delivery, this Letter of Transmittal (or facsimile
thereof), properly completed and duly executed, together with the Old RGC
Notes and any required signature guarantees and any other documents
required by this Letter of Transmittal, will be deposited by the Eligible
Institution with the Exchange Agent; and
(iii) all tendered Old RGC Notes, or a confirmation of a book-entry
transfer of such Old RGC Notes into the Exchange Agent's applicable account
at a Book-Entry Transfer Facility, as well as this Letter of Transmittal
(or facsimile thereof), properly completed and duly executed, with any
required signature guarantees, and all other documents required by this
Letter of Transmittal, shall be received by the Exchange Agent within five
NYSE trading days after the date of execution of the Notice of Guaranteed
Delivery.
The ORANGE Notice of Guaranteed Delivery provided herewith shall be used in
connection with tenders of all Old RGC Notes.
Notwithstanding any other provision hereof, the exchange of Old RGC Notes
and/or the purchase of Old RGC Notes pursuant to the Offers will in all cases be
made only after timely receipt by the Exchange Agent of certificates for such
Old RGC Notes and this Letter of Transmittal (or facsimile thereof) in respect
thereof, properly completed and duly executed, together with any required
signature guarantees and any other documents required by the Prospectus and this
Letter of Transmittal.
3. CONSENT TO PROPOSED AMENDMENTS; WITHDRAWAL OF TENDERS; REVOCATION OF
CONSENTS. A valid Consent to the adoption of the Proposed Amendments may be
given only by the registered holder of Old RGC Notes or his or her
attorney-in-fact. Noteholders will not be able to validly tender unless they
Consent to the Proposed Amendments. Noteholders not tendering Old RGC Notes
pursuant to the Offers will not be eligible to Consent to the Proposed
Amendments. Tendering holders who sign this Letter of Transmittal and tender any
Old RGC Notes shall be deemed to have Consented to the Proposed Amendments with
respect to such Old RGC Notes tendered.
Tenders of Old RGC Notes pursuant to an Offer may be withdrawn and Consents
may be revoked at any time until the "Consent Date," which shall be such time as
the Requisite Consents (Consents of holders representing at least a majority in
aggregate principal amount of the outstanding Old RGC 9% Notes or Old RGC
10 1/4% Notes, as the case may be, held by persons other than RGC and its
affiliates) have been delivered by Food 4 Less to the applicable Old Trustee and
the Supplemental Indenture for such issue has been executed. Thereafter, such
tenders may be withdrawn and Consents may be revoked if the Offer with respect
to such Old RGC Notes is terminated without any Old RGC Notes being accepted
thereunder. A different Consent Date may be established with respect to the 9%
Offer and the 10 1/4% Offer. The withdrawal of Old RGC Notes prior to the
applicable Consent Date in accordance with the procedures set forth hereunder
will effect a revocation of the related Consent. Any valid revocation of
Consents will automatically render the prior tender of the Old RGC Notes to
which such Consents relate defective and Food 4 Less will have the right, which
it may waive, to reject such tender as invalid and ineffective.
Any holder of Old RGC Notes who has tendered Old RGC Notes or who succeeds
to the record ownership of Old RGC Notes in respect of which such tenders or
Consents previously have been given may withdraw such Old RGC Notes or revoke
such Consents prior to the applicable Consent Date by delivery of a written
notice of withdrawal or revocation, subject to the limitations described herein.
To be effective, a written telegraphic, telex or facsimile transmission (or
delivered by hand or by mail) notice of withdrawal of a tender or revocation of
a Consent must (i) be timely received by the Exchange Agent at one of its
addresses set forth on the front cover hereof or prior to the applicable time
provided herein with respect to the applicable issue of Old RGC Notes, (ii)
specify the name of the person having tendered the Old RGC Notes to be withdrawn
or as to which Consents are revoked, the principal amount of such Old RGC Notes
to be withdrawn and, if certificates for Old RGC Notes have been tendered, the
name of the registered holder(s) of such Old RGC Notes as set forth in such
certificates, if different from that of the person who tendered such Old RGC
Notes, (iii) identify the Old RGC Notes to be withdrawn or to which the notice
of revocation relates and (iv)(a) be signed by the holder in the same manner as
the original signature on this Letter of Transmittal or Notice of Guaranteed
Delivery (as the case may be) by which such Old RGC Notes were tendered
(including any required signature guarantees) or (b) be accompanied by evidence
satisfactory to Food 4 Less and the Exchange Agent that the holder withdrawing
such tender or revoking such Consents has succeeded to beneficial ownership of
such Old RGC Notes. If certificates representing Old RGC Notes to be withdrawn
or Consents to be revoked have been delivered or otherwise identified to the
Exchange Agent, then the name of the registered holder and the serial numbers of
the particular certificate evidencing the Old RGC Notes to be withdrawn or
Consents to be revoked and a signed notice of withdrawal with signatures
guaranteed by an Eligible Institution, except in the case of Old RGC Notes
tendered by an Eligible Institution (in which
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case no signature guarantee shall be required), must also be so furnished to the
Exchange Agent as aforesaid prior to the physical release of the certificates
for the withdrawn Old RGC Notes. If Old RGC Notes have been tendered or if
Consents have been delivered pursuant to the procedures for book-entry transfer
as set forth herein, any notice of withdrawal or revocation of a Consent must
also specify the name and number of the account at the appropriate Book-Entry
Transfer Facility to be credited with the withdrawn Old RGC Notes. Food 4 Less
reserves the right to contest the validity of any revocation. A purported notice
of revocation which is not received by the Exchange Agent in a timely fashion
will not be effective to revoke a Consent previously given.
Any permitted withdrawals of tenders of Old RGC Notes and revocation of
Consents may not be rescinded, and any Old RGC Notes properly withdrawn will
thereafter be deemed not validly tendered and any Consents revoked will be
deemed not validly delivered for purposes of the Offers and the Solicitation;
provided, however, that withdrawn Old RGC Notes may be retendered and revoked
Consents may be redelivered by again following one of the appropriate procedures
described herein at any time prior to 12:00 Midnight, New York City time, on the
Expiration Date.
If Food 4 Less shall decide to decrease the amount of Old RGC Notes being
sought in either Offer or to increase or decrease the consideration offered to
the Old RGC Noteholders, and if, at the time that notice of such increase or
decrease is first published, sent or given to Old RGC Noteholders in the manner
specified in the Prospectus, such Offer is scheduled to expire at any time
earlier than the expiration of a period ending on the tenth Business Day from
and including the date that such notice is first so published, sent or given
such Offer will be extended for such purposes until the expiration of such
period of ten Business Days. As used in the Prospectus, "Business Day" has the
meaning set forth in Rule 14d-1 (and applicable to Regulation 14E) under the
Exchange Act. In addition, if any of the Offers or the Solicitation is amended
in a manner determined by Food 4 Less to constitute a material adverse change to
the Old RGC Noteholders, Food 4 Less promptly will disclose such amendment in a
public announcement and will extend the relevant Offer or the Solicitation for a
period deemed by it to be adequate to permit the Old RGC Noteholders to properly
deliver or withdraw their Old RGC Notes and give or revoke Consents.
If Food 4 Less extends an Offer, is delayed in its acceptance for exchange
or purchase of Old RGC Notes or is unable to exchange or purchase Old RGC Notes
pursuant to an Offer, for any reason, then, without prejudice to Food 4 Less'
rights under such Offer, the Exchange Agent may, subject to applicable law,
retain tendered Old RGC Notes on behalf of Food 4 Less, and such Old RGC Notes
may not be withdrawn (subject to Rule 14e-1 under the Exchange Act, which
requires that Food 4 Less deliver the consideration offered or return the Old
RGC Notes deposited by or on behalf of the Noteholders promptly after the
termination or withdrawal of an Offer), except to the extent that tendering
holders are entitled to withdrawal rights as described herein.
All questions as to the validity, form and eligibility (including the time
of receipt) of notices of withdrawal or revocations of Consents will be
determined by Food 4 Less, whose determination will be final and binding on all
parties. None of Food 4 Less, the Exchange Agent, the Dealer Managers, the
Information Agent or any other person will be under any duty to give
notification of any defects or irregularities in any notice of withdrawal or
revocation of Consent or incur any liability for failure to give any such
notification.
4. SIGNATURES ON THIS LETTER OF TRANSMITTAL, AND ENDORSEMENTS; GUARANTEE OF
SIGNATURE. If this Letter of Transmittal is signed by the registered holder(s)
of the Old RGC Notes tendered hereby, the signature must correspond with the
name(s) as written on the face of the certificate(s) without alteration or any
change whatsoever.
If any of the Old RGC Notes tendered hereby are registered in the names of
two or more joint owners, all owners must sign this Letter of Transmittal. If
any tendered Old RGC Notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal and any other required documents as there are different
names in which the Old RGC Notes are registered.
If tendered Old RGC Notes are registered in the name of a person other than
the person signing this Letter of Transmittal, the tendered Old RGC Notes must
be endorsed or accompanied by appropriate bond powers, signed by the registered
holder or holders of the Old RGC Notes transmitted hereby or separate bond
powers are required, with signatures guaranteed in either case.
If this Letter of Transmittal or any certificate or bond powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing and proper evidence satisfactory to Food
4 Less of their authority so to act must be submitted.
Endorsements on certificates of Old RGC Notes or signatures on bond powers
required by this Instruction 4 must be guaranteed by an Eligible Institution.
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All signatures on this Letter of Transmittal or a notice of withdrawal, as
the case may be, must be guaranteed by an Eligible Institution (as defined
below) unless the Old RGC Notes tendered or withdrawn, as the case may be,
pursuant thereto are tendered (i) by a registered holder(s) (which term, for
purposes of this Letter of Transmittal, shall include any participant in DTC,
MSTC or PDTC whose name appears on a security position listing as the owner of
Old RGC Notes) of Old RGC Notes who has not completed the box entitled "SPECIAL
ISSUANCE AND PAYMENT INSTRUCTIONS" or "SPECIAL DELIVERY INSTRUCTIONS" on this
Letter of Transmittal or (ii) for the account of an Eligible Institution. If Old
RGC Notes are registered in the name of a person other than the signer of this
Letter of Transmittal or a notice of withdrawal, as the case may be, or if
payment is to be made or certificates for unexchanged Old RGC Notes are to be
issued or returned to a person other than the registered holder, then the Old
RGC Notes must be endorsed by the registered Noteholder(s), or be accompanied by
a written instrument or instruments of transfer or exchange in form satisfactory
to Food 4 Less duly executed by the registered Noteholder(s), with such
signatures guaranteed by an Eligible Institution. In the event that signatures
on this Letter of Transmittal (or other document) are required to be guaranteed,
such guarantee must be by a firm that is a member of a registered national
securities exchange or a member of the National Association of Securities
Dealers, Inc. (the "NASD") or by a commercial bank or trust company having an
office in the United States (each of the foregoing being an "Eligible
Institution").
5. SPECIAL ISSUANCE, PAYMENT AND DELIVERY INSTRUCTIONS. Tendering
Noteholders should indicate, in the applicable box, the name and address to
which New Notes, the Exchange Payment, the Cash Consideration or Old RGC Notes
for principal amounts not accepted for exchange or purchase (each, as
appropriate) are to be issued, sent or paid, if different from the name and
address of the person submitting this Letter of Transmittal. In the case of
issuance or payment in a different name, the tax identification number of the
person named must also be indicated and a Substitute Form W-9 for such recipient
must be completed. See Instruction 6. If no such instructions are given, New
Notes, the Exchange Payment, the Cash Consideration or Old RGC Notes not
accepted for exchange or purchase (each as appropriate) will be sent to the name
and address of the person signing this Letter of Transmittal or, at Food 4 Less'
option, by crediting the account at DTC, MSTC or PDTC designated above in the
box entitled "SPECIAL ISSUANCE AND PAYMENT INSTRUCTIONS."
6. SUBSTITUTE FORM W-9. The tendering Noteholder is required to provide the
Exchange Agent (as payor) with his or her correct taxpayer identification number
("TIN") on the Substitute Form W-9 included in this Letter of Transmittal. In
the case of a tendering Noteholder who has completed the box entitled "SPECIAL
ISSUANCE AND PAYMENT INSTRUCTIONS" above, however, the correct TIN on Form W-9
should be provided for the recipient of the securities delivered pursuant to
such instructions. Failure to provide the information on the form will cause the
Exchange Agent to withhold 31% of any payments made to the tendering Noteholder
or such recipient, as the case may be, until such information is received. See
"IMPORTANT TAX INFORMATION" below.
7. TRANSFER TAXES. Food 4 Less will pay all transfer taxes, if any,
applicable to the exchange or purchase of Old RGC Notes pursuant to the Offers.
If, however, New Notes, the Exchange Payment, the Cash Consideration or Old RGC
Notes not accepted for exchange or purchase (each as appropriate), are to be
delivered to, or are to be registered or issued in the name of, any person other
than the registered holder of the Old RGC Notes, or if tendered Old RGC Notes
are to be registered in the name of any person other than the person signing
this Letter of Transmittal, or if a transfer tax is imposed for any reason other
than the exchange or purchase of Old RGC Notes pursuant to an Offer, then the
amount of any such transfer tax (whether imposed on the registered holder or any
other person) will be payable by the tendering holder. If satisfactory evidence
of payment of such tax or exemption therefrom is not submitted, then the amount
of such transfer tax will be deducted from the Exchange Payment or the Cash
Consideration, as the case may be, otherwise payable to such tendering holder.
Any remaining amount will be billed directly to such tendering holder.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 7, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATES LISTED IN THIS LETTER OF
TRANSMITTAL.
8. WAIVER OF CONDITIONS. Food 4 Less reserves the absolute right to amend
in any respect or waive any of the specified conditions in either of the Offers
in the case of any Old RGC Notes tendered.
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9. MUTILATED, LOST, STOLEN OR DESTROYED OLD RGC NOTES. If a Noteholder
desires to tender Old RGC Notes pursuant to an Offer, but any such Old RGC Note
has been mutilated, lost, stolen or destroyed, such holder should write to or
telephone the Old Trustee under the Old Indenture under which such Old RGC Note
was issued, at the address listed below, concerning the procedures for obtaining
replacement certificates for such Old RGC Note, arranging for indemnification or
any other matter that requires handling by such Old Trustee:
United States Trust Company of New York
114 West 47th Street
New York, New York 10036-1532
Attention: Corporate Trust Department
(212) 852-1000
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the
procedure for tendering, as well as requests for additional copies of the
Prospectus and this Letter of Transmittal, may be directed to the Information
Agent, D.F. King & Co., Inc., (800) 669-5550.
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IMPORTANT TAX INFORMATION
GENERAL
Under federal income tax law, a holder whose tendered Old RGC Notes are
accepted for exchange or purchase is required to provide the Exchange Agent with
such holder's correct taxpayer identification number on the Substitute Form W-9
included in this Letter of Transmittal. If such holder is an individual, the
taxpayer identification number is his or her social security number. If the
Exchange Agent is not provided with the correct taxpayer identification number
or an adequate basis for exemption, the holder may be subject to a $50 penalty
imposed by the Internal Revenue Service. In addition, payments that are made to
such holder in exchange for tendered Old RGC Notes or in respect of the New
Notes may be subject to backup withholding.
Certain holders of Old RGC Notes (including, among others, all corporations
and certain foreign individuals) are not subject to these backup withholding and
reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, that holder must submit a statement, signed under penalties of
perjury, attesting to that individual's exempt status. Such statements can be
obtained from the Exchange Agent. See the enclosed Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9 for additional
instructions.
If backup withholding applies, the Exchange Agent is required to withhold
31% of any payments made to the holder. Backup withholding is not an additional
tax. Rather, the tax liability of persons subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in an overpayment
of taxes, a refund may be obtained.
WHAT NUMBER TO GIVE TO EXCHANGE AGENT
The holder is required to give the Exchange Agent the social security
number or employer identification number of the registered holder of the Old RGC
Notes. If the certificates for Old RGC Notes are registered in more than one
name or are not in the name of the actual owner, consult the enclosed Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional guidance on which number to report.
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TO BE COMPLETED BY ALL TENDERING
HOLDERS OF OLD RGC NOTES
(SEE INSTRUCTION 6)
- --------------------------------------------------------------------------------
PAYOR'S NAME: BANKERS TRUST COMPANY
- --------------------------------------------------------------------------------
SUBSTITUTE
FORM W-9 Social Security Number
PART I -- PLEASE
DEPARTMENT OF THE TREASURY PROVIDE YOUR TAX- -----------------------
INTERNAL REVENUE SERVICE PAYER IDENTIFICATION OR
NUMBER IN THE BOX AT
PAYOR'S REQUEST FOR TAXPAYER THE RIGHT AND CERTIFY Employer Identification
IDENTIFICATION NUMBER (TIN) BY SIGNING AND DATING Number
BELOW.
-----------------------
-----------------------------------------------------
PART II -- For Payees exempt from backup
withholding, see the Important Tax Information
above and Guidelines for Certification of
Taxpayer Identification Number on Substitute Form
W-9 enclosed herewith and complete as instructed
therein.
- --------------------------------------------------------------------------------
CERTIFICATIONS -- Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number
(or a Taxpayer Identification Number has not been issued to me and either
(a) I have mailed or delivered an application to receive a Taxpayer
Identification Number to the appropriate Internal Revenue Service Center
or Social Security Administration office or (b) I intend to mail or
deliver an application in the near future). (I understand that if I do not
provide a Taxpayer Identification Number to the payer, 31% of all
reportable payments made to me thereafter will be withheld until I provide
a number to the payer and that, if I do not provide my Taxpayer
Identification Number within sixty (60) days, such retained amounts shall
be remitted to the Internal Revenue Service ("IRS") as backup withholding.
(2) I am not subject to backup withholding either because I have not been
notified by the IRS that I am subject to backup withholding as a result of
a failure to report all interest or dividends or the IRS has notified me
that I am no longer subject to backup withholding.
CERTIFICATION INSTRUCTION -- You must cross out item (2) above if you have
been notified by the IRS that you are subject to backup withholding because of
underreporting interest or dividends on your tax return. However, if after
being notified by the IRS that you were subject to backup withholding you
received another notification from the IRS that you were no longer subject to
backup withholding, do not cross out item (2). (Also see the IMPORTANT TAX
INFORMATION above.)
- --------------------------------------------------------------------------------
Name
-------------------------------------------------------------------------
(Please Print)
Address
----------------------------------------------------------------------
----------------------------------------------------------------------
(Including Zip Code)
Signature Date
---------------------------------------- -----------------------
- --------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFERS. PLEASE REVIEW
THE "GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS.
IMPORTANT: This Letter of Transmittal or a facsimile thereof (together with Old
RGC Notes and all other required documents) must be received by the Exchange
Agent on or prior to the Expiration Date.
Your bank or broker can assist you in completing this form. The
Instructions included in this Letter of Transmittal must be followed.
Requests for assistance or additional copies of the Prospectus or this
Letter of Transmittal may be obtained from the Information Agent at the address
or telephone numbers set forth below.
The Information Agent for the Offers is:
D.F. KING & CO., INC.
Call Toll Free: (800) 669-5550
77 Water Street
New York, NY 10005
(212) 269-5550 (collect)
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