EXHIBIT 4.1 - FORM OF SUBSCRIPTION WARRANT
SMART & FINAL INC.
SUBSCRIPTION WARRANT FOR RIGHTS OFFERING
FOR HOLDERS OF RECORD ON ________, 1999
--------------------------------- ----------------------------
SUBSCRIPTION WARRANT NUMBER CUSIP NUMBER
--------------------------------- ------------------- ------------------
SHARES ELIGIBLE TO SUBSCRIBE RIGHTS RECORD DATE SHARES
Smart & Final Inc. (the "Company") is conducting a rights offering
(the "Rights Offering") which entitles the holders of shares of the Company's
common stock (the "Common Stock"), as of the close of business on ________,
1999 (the "Record Date") to receive one transferable right (each, a "Right") for
each share of Common Stock held of record on the Record Date. Holders of Rights
are entitled to subscribe for and purchase one share of Common Stock for every
___________ Rights (the "Basic Subscription Privilege") at a subscription price
of $ __________ per share. If any shares of Common Stock are not purchased by
holders of Rights pursuant to the Basic Subscription Privilege (the "Excess
Shares"), any holder purchasing all of the shares of Common Stock available to
that holder may purchase an additional number of the Excess Shares, if so
specified in the subscription documents, subject to proration. No fractional
shares or cash in lieu thereof will be issued or paid. Set forth above is the
number of shares of Common Stock held by such holder, and the number of whole
shares to which each holder is entitled to subscribe pursuant to the Basic
Subscription Privilege (rounded down, if applicable, to the nearest whole
share).
For a more complete description of the terms and conditions of the
Rights Offering, please refer to the Prospectus dated ___________, 1999 (the
"Prospectus"), which is incorporated herein by reference. Copies of the
Prospectus are available upon request from ChaseMellon Shareholder Services,
L.L.C. (toll free (000) 000-0000).
This Subscription Warrant (or a Notice of Guaranteed Delivery) must be
received by ChaseMellon Shareholder Services, L.L.C. together with payment in
full of the subscription price by 5:00 p.m. New York City time, on __________,
1999 (unless extended in the sole discretion of the Company) (as it may be
extended, the "Expiration Date"). Any Rights not exercised prior to the
Expiration Date will be null and void. Any subscription for shares of Common
Stock in the Rights Offering made hereby is irrevocable.
The Rights represented by this Subscription Warrant may be exercised
by duly completing Form 1; may be transferred, assigned, exercised or sold
through a bank or broker by duly completing Form 2; and may be sold through
ChaseMellon Shareholder Services, L.L.C. by duly completing Form 3. Rights
holders are advised to review the Prospectus and instructions, copies of which
are available from ChaseMellon Shareholder Services, L.L.C., before exercising
or selling their Rights.
SUBSCRIPTION PRICE: $ _________ PER SHARE
The registered owner whose name is inscribed hereon, or its assigns,
is entitled to subscribe for shares of Common Stock of the Company upon the
terms and subject to the conditions set forth in the Prospectus and the
instructions relating to the use hereof.
The Subscription Warrant is transferable, and may be combined or
divided at the office of ChaseMellon Shareholder Services, L.L.C. If the number
of transferred Rights would otherwise allow the purchase of a fractional share,
the number of shares which may be purchased must be rounded down to the nearest
whole share (or any lesser number of whole shares) that may be purchased with
that number of Rights.
Rights holders should be aware that if they choose to exercise or
transfer only part of their Rights, they may not receive a new Subscription
Warrant in sufficient time to exercise the remaining Rights evidenced thereby.
FORM 1 (on reverse of Subscription Warrant)
EXERCISE AND SUBSCRIPTION: The undersigned hereby irrevocably exercises one or
more Rights to subscribe for shares of Common Stock as indicated below, on the
terms and subject to the conditions specified in the Prospectus, receipt of
which is hereby acknowledged.
(a) Number of whole shares subscribed for pursuant to the Basic Subscription
Privilege ____ X $_____ = $_____ payment. (_______ Rights needed to subscribe
for one share.)
(b) Number of whole shares subscribed for pursuant to the Oversubscription
Privilege ____ X $_____ = $_____ payment.
(c) Total Subscription (sum of payment amounts on lines (a) and (b)) =
$________ payment.*
METHOD OF PAYMENT (CHECK AND COMPLETE APPROPRIATE BOX(ES)):
[_] Check, bank draft, or U.S. postal money order payable to "ChaseMellon
Shareholder Services, L.L.C., as Subscription Agent" or
[_] Wire transfer directed to The Chase Manhattan Bank, New York, NY, ABA
No. 000000000-Attention: ChaseMellon Shareholder Services Reorg.
Account ___________________-(Smart & Final).
(d) If the Rights being exercised pursuant to the Basic Subscription Privilege
do not constitute all of the Rights represented by the Subscription Warrants
(check only one):
[_] Deliver to the undersigned a new Subscription Warrant evidencing the
remaining Rights to which the undersigned is entitled.
[_] Deliver a new Subscription Warrant in accordance with the
undersigned's Form 2 instructions (which include any required signature
guarantees).
[_] Sell the remaining unexercised Rights in accordance with the
undersigned's Form 3 instructions.
[_] Do not deliver any new Subscription Warrants to me.
(e) [_] Check here if Rights are being exercised pursuant to the Notice of
Guaranteed Delivery delivered to the Subscription Agent prior to the date
hereof and complete the following:
Name(s) of Registered Holder(s) ___________________________________
Window Ticket Number (if any) ___________________________________
Date of Execution of Notice of Guaranteed Delivery ___________________
Name of Institution Which Guaranteed Delivery ______________________
* If the aggregate Subscription Price enclosed or transmitted is insufficient to
purchase the total number of shares included in lines (a) and (b), or if the
number of shares being subscribed for is not specified, the Rights holder
exercising this Subscription Warrant shall be deemed to have subscribed for the
maximum amount of shares that could be subscribed for upon payment of such
amount. If the number of shares to be subscribed for pursuant to the
Oversubscription Privilege is not specified and the amount enclosed or
transmitted exceeds in aggregate Subscription Price for all shares represented
by this Subscription Warrant (the "Subscription Excess"), the Rights holder
exercising this Subscription Warrant shall be deemed to have exercised the
Oversubscription Privilege to purchase, to the extent available, that number of
whole shares of Common Stock equal to the quotient obtained by dividing the
Subscription Excess by the Subscription Price, subject to proration as
described in the Prospectus. To the extent any portion of the aggregate
Subscription Price enclosed or transmitted remains after the foregoing
procedures, such funds shall be mailed to the subscriber without interest or
deduction as soon as practicable.
Subscriber's Signature __________________ Telephone No. (___)________________
FORM 2 (on reverse of Subscription Warrant)
TO TRANSFER YOUR SUBSCRIPTION WARRANT OR SOME OR ALL OF YOUR RIGHTS, OR TO
EXERCISE OR SELL RIGHTS THROUGH YOUR BANK OR BROKER: For value received, Rights
represented by this Subscription Warrant are hereby assigned to (please print in
full name and address and Taxpayer Identification Number or Social Security
Number of transferee):
Name: ______________________________________________________________
Address: ____________________________________________________________
___________________________________________________________________
Signature(s) of Transferee(s)
Signatures Guaranteed by: _____________________________________________
Proceeds from the sale of Rights may be subject to withholding of U.S. taxes
unless the Seller's certified U.S. taxpayer identification number (or
certificate regarding foreign status) is on file with the Subscription Agent and
the seller is not otherwise subject to U.S. backup withholding.
FORM 3 (on reverse of Subscription Warrant)
TO SELL SOME OR ALL OF YOUR UNEXERCISED RIGHTS THROUGH THE SUBSCRIPTION AGENT:
The undersigned hereby authorizes the Subscription Agent to sell _______________
Rights represented by this Subscription Warrant but not exercised hereby and to
deliver to the undersigned a check for the proceeds, if any, from the sale
thereof, less any applicable brokerage commissions, taxes or other direct
expenses of sale. The Subscription Agent's obligation to execute orders is
subject to its ability to find buyers for the Rights.
______________________________________________________________
Subscriber's Signature
In order to sell Rights through the Subscription Agent, you must complete and
sign the substitute Form W-9 as provided in Section 8 of the instructions.
FORM 4 (on reverse of Subscription Warrant)
DELIVERY INSTRUCTIONS: Address for mailing of stock or new Subscription Warrant
or any cash payment in accordance with the Prospectus, if different from the
address shown on the face of this Subscription Warrant:
Name: ______________________________________________________________
Address: ______________________________________________________________
