ARCHIBALD CANDY CORPORATION
INSTRUCTION TO REGISTERED HOLDER AND/OR DEPOSITORY
TRUST COMPANY PARTICIPANT FROM BENEFICIAL OWNER
FOR
OFFER TO EXCHANGE ITS
10 1/4% SERIES B SENIOR SECURED NOTES DUE 2004
FOR ANY AND ALL OF ITS OUTSTANDING
10 1/4% SERIES A SENIOR SECURED NOTES DUE 2004
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON , 1999, OR SUCH LATER DATE AS THE COMPANY (AS
DEFINED HEREIN) MAY EXTEND THE EXCHANGE OFFER (THE "EXPIRATION DATE").
TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE
EXPIRATION DATE.
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To Registered Holder and/or Depository
Trust Company Participant:
The undersigned hereby acknowledges receipt of the Prospectus dated
, 1999 (the "Prospectus") of Archibald Candy Corporation, an
Illinois corporation (the "Company"), and the accompanying Letter of Transmittal
(the "Letter of Transmittal"), that together constitute the Company's offer (the
"Exchange Offer") to exchange its 10 1/4% Series B Senior Secured Notes due
2004, (the "Registered Notes") for all of its outstanding 10 1/4% Series A
Senior Secured Notes due 2004 (the "Unregistered Notes").
This will instruct you, the registered holder and/or participant in the
Depository Trust Company's clearance and settlement program, as to the action to
be taken by you relating to the Exchange Offer with respect to the Unregistered
Notes held by you for the account of the undersigned.
The aggregate face amount of Unregistered Notes held by you for the account
of the undersigned is (FILL IN AMOUNT):
$ of the 10 1/4% Senior Secured Notes due 2004.
With respect to the Exchange Offer, the undersigned hereby instructs you
(CHECK APPROPRIATE BOX):
/ / To TENDER the Unregistered Notes held by you for the account of the
undersigned (INSERT PRINCIPAL AMOUNT OF UNREGISTERED NOTES TO BE TENDERED IF
LESS THAN ALL): $
/ / NOT to TENDER any Unregistered Notes held by you for the account of the
undersigned.
If the undersigned instructs you to tender the Unregistered Notes held by
you for the account of the undersigned, it is understood that you are authorized
to make, on behalf of the undersigned (and the undersigned, by its signature
below, hereby makes to you), the representations and warranties contained in the
Letter of Transmittal that are to be made with respect to the undersigned as a
beneficial owner, including but not limited to the representations, that (1) the
undersigned is not an "affiliate" of the Company, (2) any Registered Notes to be
received by the undersigned are being acquired in the ordinary course of its
business, (3) the undersigned has no arrangement or understanding with any
person to participate in a distribution (within the meaning of the Securities
Act of 1933, as amended (the "Securities Act")) of Registered Notes to be
received in the Exchange Offer, and (4) if the undersigned is not a
broker-dealer, the undersigned is not engaged in, and does not intend to engage
in, a distribution (within
the meaning of the Securities Act) of such Registered Notes. The Company may
require the undersigned, as a condition to the undersigned's eligibility to
participate in the Exchange Offer, to furnish to the Company (or an agent
thereof) in writing information as to the number of "beneficial owners" within
the meaning of Rule 13d-3 under the Securities Exchange Act of 1934 on behalf of
whom the undersigned holds the Unregistered Notes to be exchanged in the
Exchange Offer. By tendering Unregistered Notes pursuant to the Exchange Offer,
a holder of Unregistered Notes which is a broker-dealer represents and agrees,
consistent with certain interpretive letters issued by the staff of the Division
of Corporation Finance of the Securities and Exchange Commission to third
parties, that such Unregistered Notes were acquired by such broker-dealer for
its own account as a result of market-making activities or other trading
activities, and it will deliver a Prospectus (as amended or supplemented from
time to time) meeting the requirements of the Securities Act in connection with
any resale of such Registered Notes (provided that, by so acknowledging and by
delivering a Prospectus, such broker-dealer will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act).
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SIGN HERE
____________________________________________________________________________
NAME OF BENEFICIAL OWNER(S)
____________________________________________________________________________
____________________________________________________________________________
SIGNATURE
____________________________________________________________________________
____________________________________________________________________________
NAME(S) (PLEASE PRINT)
____________________________________________________________________________
____________________________________________________________________________
(ADDRESS)
____________________________________________________________________________
(TELEPHONE NUMBER)
____________________________________________________________________________
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
____________________________________________________________________________
DATE
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