Exhibit (a)(1)(D)
Letters to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.
JERRY'S FAMOUS DELI, INC.
Offer to Purchase for Cash
up to
600,000 Shares
at $ 5.30 Net Per Share
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., CALIFORNIA TIME, ON
FRIDAY, JUNE 29, 2001, UNLESS THE OFFER IS EXTENDED.
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April 27, 2001
To Brokers, Dealers, Banks, Trust Companies and other Nominees:
Jerry's Famous Deli, Inc. (the "Company"), a California corporation, is
offering to purchase all of the outstanding shares ("Shares") of common stock,
no par value per share (the "Common Stock"), of the Company at a price of $5.30
per Share, net to the seller in cash, without interest (the "Offer Price"), upon
the terms and subject to the conditions set forth in the Company's Offer to
Purchase dated April 27, 2001 (the "Offer to Purchase"), and in the related
Letter of Transmittal (which, together with any amendments or supplements
thereto, constitute the "Offer").
If a shareholder desires to tender Shares pursuant to the Offer and
such shareholder's Share Certificates (as defined in the Offer to Purchase) are
not immediately available or time will not permit all required documents to
reach the Depositary prior to the Expiration Date or the procedures for
book-entry transfer cannot be completed on a timely basis, such Shares may
nevertheless be tendered according to the guaranteed delivery procedures set
forth in "The Tender Offer--Procedures for Accepting the Offer and Tendering
Shares" of the Offer to Purchase. See Instruction 2 of the Letter of
Transmittal. Delivery of documents to the Book-Entry Transfer Facility (as
defined in the Offer to Purchase) in accordance with the Book-Entry Transfer
Facility's procedures does not constitute delivery to the Depositary.
The Offer is conditioned upon, among other things, (1) no person,
government or government authority threatening or instituting an action or
proceeding which challenges or seeks to make illegal, delay, restrain or
prohibit the Company from making the offer for or purchasing the Shares or seeks
to obtain damages as a result thereof and (2) no change or prospective change
shall have occurred or been threatened in the properties, assets, conditions,
operations or other elements of the business of the Company which, in the sole
judgment of the Company, is or may be materially adverse to the value of the
Company or the value of the Shares to the Company. See "The Tender Offer -
Certain Conditions to the Offer" of the Offer to Purchase.
Please furnish copies of the enclosed materials to those of your
clients for whom you hold Shares registered in your name or in the name of your
nominee.
Enclosed herewith for your information and forwarding to your clients
are copies of the following documents:
1. Offer to Purchase dated April 27, 2001;
2. Letter of Transmittal to be used by shareholders of the Company in
accepting the Offer (facsimile copies of the Letter of Transmittal with
original signatures and all required signature guarantees may be used to
tender the Shares);
3. A printed form of letter that may be sent to your clients for
whose account you hold Shares in your name or in the name of a nominee,
with space provided for obtaining such client's instructions with regard to
the Offer;
4. Notice of Guaranteed Delivery to be used to accept the Offer if
certificates for Shares are not immediately available or if time will not
permit all required documents to reach the Depositary by the Expiration
Date or if the procedures for book-entry transfer cannot be completed on a
timely basis;
5. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9; and
6. Return envelope addressed to U.S. Stock Transfer Corporation, as
Depositary.
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PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
CALIFORNIA TIME, ON FRIDAY, JUNE 29, 2001, UNLESS THE OFFER IS EXTENDED.
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WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
The Company will pay no fees or commissions to any broker or dealer or
other person (other than the Depositary and Information Agent, as described in
the Offer to Purchase) in connection with the solicitation of tenders of Shares
pursuant to the Offer. You will be reimbursed by the Company upon request for
customary mailing and handling expenses incurred by you in forwarding the
enclosed Offer materials to your customers.
The Company will pay or cause to be paid any transfer taxes payable on
the transfer of Shares to it, except as otherwise provided in Instruction 6 of
the Letter of Transmittal.
If holders of Shares wish to tender, but it is impracticable for them
to forward their certificates or other required documents prior to the
expiration of the Offer, a tender may be effected by following the guaranteed
delivery procedures specified in "The Tender Offer - Procedures for Accepting
the Offer and Tendering Shares" of the Offer to Purchase.
Questions and requests for additional copies of the enclosed material
may be directed to the Information Agent at its address and telephone numbers
set forth on the back cover of the enclosed Offer to Purchase.
Very truly yours,
JERRY'S FAMOUS DELI, INC.
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NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR ANY
OTHER PERSON THE AGENT OF THE COMPANY, THE DEPOSITARY, THE INFORMATION AGENT OR
ANY AFFILIATE THEREOF 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 OFFER OTHER THAN THE DOCUMENTS ENCLOSED AND THE STATEMENTS CONTAINED
THEREIN.
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