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RALPHS SUPERMARKETS AND RALPHS GROCERY ANNOUNCE RECAPITALIZATION PLAN WHICH INCLUDES AN INITIAL PUBLIC OFFERING OF COMMON STOCK

RALPHS SUPERMARKETS AND RALPHS GROCERY ANNOUNCE RECAPITALIZATION PLAN
 WHICH INCLUDES AN INITIAL PUBLIC OFFERING OF COMMON STOCK
 LOS ANGELES, May 1 /PRNewswire/ -- Ralphs Supermarkets Inc. and its wholly owned subsidiary, Ralphs Grocery Co., today announced a recapitalization plan designed to reduce interest expense and improve financial flexibility. The components of the recapitalization plan include:
 (i) an initial public offering of 6,000,000 shares of common
 stock of Ralphs Supermarkets, 5,000,000 shares of which
 will be sold by Ralphs Supermarkets and 1,000,000
 shares of which will be sold by an existing stockholder;
 (ii) a public offering of $300,000,000 of senior subordinated
 notes due 2002 of Ralphs Grocery Co.; and
 (iii) a cash tender offer for all of Ralphs Grocery Co.'s
 $400,000,000 aggregate principal amount of 14 percent
 senior subordinated debentures due 2000 at a price of
 110 percent of the principal amount and a concurrent
 solicitation of consents to amend certain covenants of
 the 14 percent senior subordinated debentures due 2000 for
 a consent fee of 3 percent ($30 per $1,000 principal amount).
 The proceeds from the common stock and senior subordinated notes offerings, along with the proceeds from a proposed new $470,000,000 bank credit facility, will be used to finance the purchase of Ralphs Grocery Co.'s 14 percent senior subordinated debentures, to refinance Ralphs Grocery Co.'s existing bank credit agreement and to pay related fees and expenses of the recapitalization plan.
 The tender offer and consent solicitation are subject to certain conditions, including the tender of not less than a majority in principal amount of the outstanding debentures, the execution of a supplemental indenture and the completion of the entire recapitalization plan.
 The tender offer and consent solicitation are scheduled to expire at midnight, New York time, on May 29, 1992, unless otherwise extended.
 The managing underwriters for the common stock offering will be Merrill Lynch & Co., Lehman Brothers and Morgan Stanley & Co. and the managing underwriters for the senior subordinated notes offering will be Merrill Lynch & Co., BT Securities Corp. and Lehman Brothers. Merrill Lynch & Co. and BT Securities Corp. will act as dealer managers for the tender offer and consent solicitation.
 Ralphs Grocery Co. is one of the leading supermarket chains in Southern California where it operates 156 stores in six counties. For the fiscal year ended Feb. 2, 1992, Ralphs Grocery Co. had sales of $2.9 billion.
 Registration statements relating to the common stock and senior notes have been filed with the Securities and Exchange Commission but have not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the security laws of such state. The offering may be made only by a written prospectus meeting the requirements of Section 10 of the Securities Act of 1933.
 -0- 5/1/92
 /CONTACT: Jan Charles Gray (media), 213-637-7791, or Alan J. Reed (investors), 213-605-4516, both of Ralphs/ CO: Ralphs Supermarkets Inc.; Ralphs Grocery Co. ST: California IN: REA FOD SU: OFR


CH -- LA032 -- 5705 05/01/92 18:44 EDT
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Publication:PR Newswire
Date:May 1, 1992
Words:569
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