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EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
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
As set forth in 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"), under the caption "The Offers 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 Food 4 Less' offers
(the "Offers"), upon the terms and subject to the conditions set forth in the
Prospectus and Letter of Transmittal, (A) to holders of the 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 its new Senior Subordinated Notes due
2005 (the "New Notes") plus $20.00 in cash, 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, 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) deliver consents pursuant
to 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"), if (i) certificates representing the Old RGC 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 Exchange Agent 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 Exchange Agent as
set forth below. All capitalized terms used herein but not defined herein shall
have the meanings ascribed to 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 THE SOLICITATION WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF
SUCH JURISDICTION.
THE OFFERS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MAY 25,
1995 UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERED OLD RGC NOTES MAY
ONLY BE WITHDRAWN AND THE CORRESPONDING CONSENTS MAY ONLY BE REVOKED,
UNDER THE CIRCUMSTANCES DESCRIBED IN THE PROSPECTUS AND THE LETTER OF
TRANSMITTAL.
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The Exchange Agent for the Offers 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 Food 4 Less and delivers to Food 4 Less
Consents with respect to, upon the terms and subject to the conditions set forth
in the Prospectus and the Letter of Transmittal, receipt of which is hereby
acknowledged, the principal amount of Old RGC Notes set forth below pursuant to
the guaranteed delivery procedures set forth in the Prospectus under the caption
"The Offers and Solicitation -- Guaranteed Delivery Procedure."
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 authorizes the Exchange Agent to deliver this Notice of Guaranteed
Delivery to Food 4 Less and the applicable Old Trustee as evidence of the
undersigned's Consent to the Proposed Amendments with respect to the Old RGC
Notes tendered hereby and as certification that Requisite Consents to the
Proposed Amendments with respect to such Old RGC Notes have been received. In
the event of a termination of either Offer the Old RGC 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 Prospectus and the 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, 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 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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AGGREGATE PRINCIPAL
AMOUNT TENDERED AGGREGATE PRINCIPAL
CLASS BEING CERTIFICATE NUMBERS IN EXCHANGE AMOUNT TENDERED
TENDERED (IF AVAILABLE) FOR NEW NOTES* FOR PURCHASE FOR CASH*
------------------ ------------------------- ------------------------- -------------------------
Old RGC 10 1/4%
Notes........... $ $
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$ $
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Old RGC 9% Notes.. $ $
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$ $
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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.:
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If Old RGC 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 Old RGC Notes tendered hereby in proper form for
transfer (or confirmation of the book-entry transfer of such Old RGC Notes into
the Exchange Agent's account at a Book-Entry Transfer Facility, pursuant to the
procedure for book-entry transfer set forth in the Prospectus under the caption
"The Offers and Solicitation -- Procedures for Tendering and Consenting"), and
any other required documents will be deposited by the undersigned with the
Exchange Agent.
Name of Firm: ____________________________________ ____________________________________________
Authorized Signature
Address: _________________________________________ Name: ______________________________________
__________________________________________________ Title: _____________________________________
Area Code and Telephone No. ______________________ Date: ______________________________________
DO NOT SEND OLD RGC NOTES WITH THIS FORM. ACTUAL SURRENDER OF OLD RGC 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 Old RGC Notes or on a
security position listing as the owner of Old RGC 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: ______________________________________
(Please Type or Print)
Capacity: __________________________________
Address: ___________________________________
___________________________________
(Zip Code)
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