Food 4 Less Holdings and Ralphs Grocery Announce Tender Offer Pricing.COMPTON, Calif.--(BUSINESS WIRE)--Feb. 25, 1998--Food 4 Less Holdings Inc. ("Food 4 Less") and its wholly owned subsidiary Wholly Owned SubsidiaryA subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. , Ralphs Grocery Co. ("Ralphs" and, together with Food 4 Less, the "Offerors"), announced that, in connection with their pending offers to purchase and consent solicitations Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with (the "Offers to Purchase") and in accordance with the terms and conditions of the Offer to Purchase and Consent Solicitation Statement dated Jan. 22, 1998, as supplemented on Feb. 5, 1998 and Feb. 11, 1998 (the "Purchase Memorandum"), all outstanding debt securities (collectively, the "Securities") validly tendered and accepted for payment will be purchased for an amount equal to the following prices per $1,000 principal amount at maturity (which prices are deemed to include a consent payment equal to $30.00 per $1,000 principal amount at maturity): -0-
Fixed
CUSIP.No. Security Description Spread Price
344753 AE 8 13-5/8% Senior Discount
Debentures due 2005 of Food 4 Less 50 bps $932.48
344753 AD 0 13-5/8% Senior Subordinated Pay-in-
Kind Debentures due 2007 of Food
4 Less 50 bps $1,216.35
751258 AA 2 10.45% Senior Notes due 2004 of
Ralphs 30 bps $1,140.97
751258 AF 1 10.45% Senior Notes due 2004 of
Ralphs 30 bps $1,140.97
751258 AB 0 11% Senior Subordinated Notes due
2005 of Ralphs 30 bps $1,154.87
751258 AG 9 11% Senior Subordinated Notes due 2005
751258 AJ 3 of Ralphs 30 bps $1,154.87
The purchase price for the Securities was determined by reference to the yield on the 6.375% U.S. Treasury U.S. Treasury Created in 1798, the United States Department of the Treasury is the government (Cabinet) department responsible for issuing all Treasury bonds, notes and bills. Some of the government branches operating under the U.S. Treasury umbrella include the IRS, U.S. Note maturing May 15, 2000, as of 2:00 p.m., New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on Feb. 24, 1998, which was 5.59%, plus the applicable fixed spread. The assumed payment date for calculation purposes was March 10, 1998. The purchase price does not include Accrued Interest Accrued Interest The interest that has accumulated on a bond since the last interest payment up to but not including the settlement date. There are two methods for calculating accrued interest: 1) 360-day year method, used for corporate and municipal bonds. that would be payable. Accrued Interest on the Securities accepted for payment will be paid concurrently with the payment of the purchase price therefor there·for adv. For that: ordering goods and enclosing payment therefor. Adv. 1. therefor . It is currently anticipated that the payment date will be Tuesday, March 10, 1998. Each Offer to Purchase will expire at 5:00 p.m., New York City time, on Feb. 26, 1998, unless extended. As provided in the Purchase Memorandum, in the event an Offer to Purchase is extended for any period longer than three business days from the previously scheduled expiration date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist. Notes: The expiration date for all listed stock options in the U.S. , a new price determination date for such Offer to Purchase will be established. Tendered Notes may be withdrawn and consents may be revoked at any time prior to 5:00 p.m., New York City time, on the "Consent Date." As provided in the Purchase Memorandum, the Consent Date with respect to each Offer to Purchase is the date on which the applicable Offeror delivers an officers' certificate to the applicable trustee certifying that consents from the holders of not less than a majority in aggregate principal amount of outstanding Securities of the applicable series, other than any Securities owned by any Offeror or its affiliates have been received. BT Alex. Brown Inc., Donaldson, Lufkin & Jenrette Securities Corp. and Salomon Smith Barney Smith Barney is a division of Citigroup Global Capital Markets Inc., a global, full-service financial firm, that provides brokerage, investment banking and asset management services to corporations, governments and individuals around the world. are the dealer managers and solicitation agents. Requests for assistance or additional sets of the offering materials may be directed to the information agent, MacKenzie Partners Inc. at 800/322-2885. This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to, any Security. The tender offers and consent solicitations are being made solely by the Purchase Memorandum. Ralphs is the largest supermarket operator in Southern California Southern California, also colloquially known as SoCal, is the southern portion of the U.S. state of California. Centered on the cities of Los Angeles and San Diego, Southern California is home to nearly 24 million people and is the nation's second most populated region, , operating the second largest conventional supermarket chain in the region under the "Ralphs" name and the largest warehouse supermarket chain in the region under the "Food 4 Less" name. Ralphs also operates in Northern California Northern California, sometimes referred to as NorCal, is the northern portion of the U.S. state of California. The region contains the San Francisco Bay Area, the state capital, Sacramento; as well as the substantial natural beauty of the redwood forests, the northern and certain areas of the Midwest. CONTACT: MacKenzie Partners Inc., New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of Jeanne Carr or Simon Coope, 212/929-5500 |
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