Exhibit 99.4 ------------ COMMUNITY DISTRIBUTORS, INC. CDI GROUP, INC. 251 INDUSTRIAL PARKWAY BRANCHBURG TOWNSHIP SOMERVILLE, NEW JERSEY 08876 January 16, 1998 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Form S-4 Registration Statement relating to the offer to exchange up to $80,000,000 of 10-1/4% Senior Notes (the "Exchange Notes") due 2004, Series B of Community Distributors, Inc., which have been registered under the Securities Act of 1933, as amended, for any and all of its outstanding 10-1/4% Senior Notes due 2004 Dear Sir or Madam: In connection with our above-captioned Registration Statement, Community Distributors, Inc. and CDI Group, Inc. hereby represent that: 1. They are registering the Exchange Notes exchange offer registered thereby in reliance on the Staff's position set forth in Exxon Capital Holdings Corp., SEC No-Action Letter (April 13, 1989), Morgan Stanley & Co., Inc., SEC No-Action Letter (June 2, 1993) and Shearman & Sterling, SEC No-Action Letter (July 2, 1993). 2. They have not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the exchange offer and, to the best of their information and belief, each person participating in the exchange offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be received in the exchange offer; 3. They will make each person participating in the exchange offer aware that if such person is participating in the exchange offer for the purpose of distributing the Exchange Notes to be acquired in the exchange offer, such person (i) cannot rely on the staff position enunciated in Exxon Capital or interpretive letters to similar effect and (ii) must comply with registration and prospectus delivery requirements of the Securities Act of 1933 in connection with a secondary resale transaction; 4. They acknowledge that such a secondary resale transaction by such person participating in the exchange offer for the purpose of distributing the Exchange Notes should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K; and 5. The preliminary prospectus included in the above-referenced registration statement contains and the final prospectus included therein will contain disclosures making persons participating in the exchange offer aware of the limitations and obligations applicable to broker-dealers who participate in the exchange offer. Very truly yours, COMMUNITY DISTRIBUTORS, INC. CDI GROUP, INC. By: By: ------------------------- ------------------------ Todd H. Pluymers Todd H. Pluymers Chief Financial Officer Chief Financial Officer