[LOGO]
October 9, 1996
Dear Stockholder:
I am pleased to inform you that on October 8, 1996, Super Food Services,
Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Xxxx-Xxxxx Company (the "Parent"), a Delaware corporation, and
NFC Acquisition Corporation (the "Purchaser"), a wholly owned subsidiary of the
Parent, pursuant to which the Purchaser has commenced a cash tender offer (the
"Offer") to purchase all of the outstanding shares of the Company's Common
Shares, including the associated preferred share purchase rights, for $15.50 per
share. Under the terms of the Merger Agreement, the Offer will be followed by a
merger of the Purchaser with and into the Company (the "Merger") in which any
remaining shares of Company Common Shares will be converted into the right to
receive $15.50 per share in cash, without interest.
YOUR BOARD OF DIRECTORS UNANIMOUSLY HAS APPROVED THE MERGER AGREEMENT, THE
OFFER AND THE MERGER, HAS DETERMINED THAT THE TERMS OF THE OFFER AND THE MERGER
ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE COMPANY AND ITS STOCKHOLDERS, AND
UNANIMOUSLY RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS ACCEPT THE OFFER AND
TENDER THEIR SHARES OF COMPANY COMMON SHARES PURSUANT TO THE OFFER.
In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors described in the attached Schedule 14D-9
that is being filed today with the Securities and Exchange Commission,
including, among other things, the opinion of Lazard Freres & Co. LLC that,
based upon and subject to various considerations and assumptions set forth
therein, the consideration to be received by the holders of Company Common
Shares in the Offer and the Merger is fair from a financial point of view.
In addition to the attached Schedule 14D-9 relating to the Offer, also
enclosed is the Offer to Purchase, dated October 9, 1996, of the Purchaser,
together with related materials, including a Letter of Transmittal, to be used
for tendering your shares of Company Common Shares. These documents set forth
the terms and conditions of the Offer and the Merger and provide instructions as
to how to tender your shares. I urge you to read the enclosed material
carefully.
Sincerely,
/s/ XXXX XXXXXX
Xxxx Xxxxxx
Chairman of the Board and
Chief Executive Officer
