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EXHIBIT 99.3
BT SECURITIES CORPORATION CS FIRST BOSTON DONALDSON, LUFKIN & JENRETTE
ONE BANKERS TRUST PLAZA LEVERAGED FINANCE DEPARTMENT SECURITIES CORPORATION
130 LIBERTY STREET 55 E. 52ND STREET 140 BROADWAY
NEW YORK, NEW YORK 10006 NEW YORK, NEW YORK 10055 NEW YORK, NEW YORK 10005
TO TENDER
AND
TO CONSENT TO CERTAIN INDENTURE AMENDMENTS
WITH RESPECT TO THE
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 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2003 MAY ONLY BE WITHDRAWN AND THE CORRESPONDING CONSENTS MAY ONLY BE REVOKED,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.
May 12, 1995
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by Food 4 Less, Inc., Food 4 Less Holdings, Inc.,
Food 4 Less Supermarkets, Inc. ("Food 4 Less") and its subsidiaries to act as
the Dealer Managers in connection with the Food 4 Less' offer (the "Offers"),
upon the terms and subject to the conditions 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") and in the
related Consent and Letter of Transmittal and instructions contained therein
(the "Letter of Transmittal"), 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") 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 RGC 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").
Food 4 Less is also soliciting (the "Solicitation") 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 "Comparison of Old RGC Notes and New Notes"). Upon
consummation of the
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Offers and the Solicitation, Food 4 Less will deliver New Notes and make
payments in cash (including accrued interest in cash on the Old RGC Notes and
the corresponding Exchange Payment or Cash Consideration, as appropriate) to the
holders of Old RGC Notes whose Old RGC Notes are accepted by Food 4 Less
pursuant to the applicable Offer. Capitalized terms used herein but not defined
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.
Enclosed herewith are copies of the following documents:
1. The Amended and Restated Prospectus and Solicitation Statement;
2. The Consent and Letter of Transmittal for your use and for the
information of your clients, together with guidelines of the Internal
Revenue Service for Certification of Taxpayer Identification Number on
Substitute Form W-9 providing information relating to backup federal income
tax withholding;
3. Notice of Guaranteed Delivery to be used to accept the applicable
Offer and the Solicitation if the Old RGC Notes and all other required
documents cannot be delivered to the Exchange Agent on or prior to the
Expiration Date;
4. A form of letter which may be sent to your clients for whose
account you hold the Old RGC Notes in your name or in the name of a
nominee, with space provided for obtaining such clients' instructions with
regard to the Offers; and
5. A return envelope addressed to the Exchange Agent.
PLEASE NOTE THAT THE OFFERS AND THE SOLICITATION WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON MAY 25, 1995 UNLESS EXTENDED. WE URGE YOU TO
CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
Food 4 Less will not pay any fees or commissions to any broker or dealer or
other person (other than the Dealer Managers) for soliciting tenders of the Old
RGC Notes pursuant to the Offers. You will be reimbursed for customary mailing
and handling expenses incurred by you in forwarding the enclosed materials to
your clients.
Additional copies of the enclosed documents may be obtained from the Dealer
Managers or the Information Agent, at their respective addresses and telephone
numbers set forth on the back cover of the enclosed Prospectus.
BT SECURITIES CORPORATION
CS FIRST BOSTON CORPORATION
DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF FOOD 4 LESS, THE EXCHANGE AGENT, THE
INFORMATION AGENT OR THE DEALER MANAGERS OR AUTHORIZE YOU OR ANY OTHER PERSON TO
GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION ON BEHALF OF ANY OF THEM WITH
RESPECT TO THE OFFERS AND THE SOLICITATION NOT CONTAINED IN THE PROSPECTUS OR
THE LETTER OF TRANSMITTAL.