SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for use of the Commission Only (as permitted by rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Sec.240.14a-12
BRUNO'S, INC.
(Name of Registrant as Specified In Its Charter)
BRUNO'S, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/X/ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies: Common
Stock, par value $.01 per share, of the Registrant.
(2) Aggregate number of securities to which transaction applies: 77,503,341,
being the maximum number of shares of Bruno's Stock to be converted into
either the right to receive cash or to retain Bruno's Common Stock in the
transaction.
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined): The filing fee of $186,008.02 is
calculated in accordance with Rule 0-11-(c)1(1) under the Exchange Act as
one-50th of one percent of the product of 77,503,341 shares and $12.00 per
share.
(4) Proposed maximum aggregate value of transaction: $930,040,092.
/X/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing of which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
________________________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
________________________________________________________________________________
(3) Filing Party:
________________________________________________________________________________
(4) Date Filed:
________________________________________________________________________________
<PAGE>
RE: BRUNO'S, INC.
NON-CASH ELECTION FORM
To Our Clients:
In connection with the Proxy Statement/Prospectus dated July 17, 1995
(including all documents incorporated therein, and as it may be amended or
supplemented from time to time, the "Proxy Statement") describing the Agreement
and Plan of Merger dated as of April 20, 1995, as amended by the First Amendment
dated as of May 18, 1995, between Crimson Acquisition Corp. ("Crimson") and
Bruno's, Inc. ("Bruno's" or the "Company"), providing for the merger of Crimson
with and into the Company (the "Merger"). The Proxy Statement has been sent to
you under separate cover. Capitalized terms used herein and not defined herein
have the meanings specified in the Proxy Statement.
Enclosed for your consideration and information is a Non-Cash Election Form.
As described in and subject to conditions set forth in the Proxy Statement, and
subject to the proration described therein, record holders of shares of common
stock, par value $.01 per share ("Bruno's Common Stock") of Bruno's are entitled
to make an unconditional election (a "Non-Cash Election") on or prior to the
Election Date to retain shares of Bruno's Common Stock by executing and
submitting the enclosed Non-Cash Election Form (the "Non-Cash Election Form").
We are the registered holder of Bruno's Common Stock held for your account.
ANY NON-CASH ELECTION CAN BE MADE ONLY BY US AS THE REGISTERED HOLDER OF SUCH
SHARES AND ONLY PURSUANT TO YOUR INSTRUCTIONS AS THE BENEFICIAL OWNERS OF SUCH
SHARES. Accordingly, we request instructions if you wish us to exercise a
Non-Cash Election for any shares of Bruno's Common Stock, which you are entitled
to do pursuant to the terms and subject to the conditions set forth in the Proxy
Statement and the Non-Cash Election Form. We urge you, however, to read these
documents carefully before instructing us to exercise the Non-Cash Election.
A description of the election and proration procedures is set forth in the
Proxy Statement under "THE MERGER--Non-Cash Election" and "THE MERGER--Non-Cash
Election Procedure." A full statement of the election and proration procedures
is contained in the Merger Agreement and all Non-Cash Elections are subject to
compliance with such procedures. In connection with making any Non-Cash
Election, a holder of Bruno's Common Stock should read carefully, among other
matters, the aforesaid description and statement as well as the information
contained in the Proxy Statement under "THE MERGER--Federal Income Tax
Consequences." See also "RISK FACTORS--Non-Cash Election and Proration into
Cash--Possible Dividend Treatment" in the Proxy Statement for a discussion of
the possibility that the receipt of cash as a result of proration by a holder
who has made a Non-Cash Election may be treated as a dividend as opposed to a
capital gain.
AS A RESULT OF THE PRORATION PROCEDURES, HOLDERS OF BRUNO'S COMMON STOCK MAY
RECEIVE NON-CASH ELECTION SHARES OR CASH IN AMOUNTS WHICH VARY FROM THE AMOUNTS
SUCH HOLDERS ELECT TO RECEIVE. SUCH HOLDERS WILL NOT BE ABLE TO CHANGE THE
NUMBER OF NON-CASH ELECTION SHARES OR THE AMOUNT OF CASH ALLOCATED TO THEM
PURSUANT TO SUCH PROCEDURES.
HOLDERS OF BRUNO'S COMMON STOCK WHO DO NOT WISH TO MAKE A NON-CASH ELECTION
(ANY SUCH HOLDER BEING REFERRED TO AS A "NON-ELECTING HOLDER") NEED NOT SUBMIT
ELECTION INSTRUCTIONS OR A NON-CASH ELECTION FORM. Each share of Bruno's Common
Stock owned by any such Non-Electing Holder will automatically, subject to
proration as described in the Proxy Statement, be converted into the right to
receive an amount equal to $12.00 in cash from Bruno's following the Merger.
<PAGE>
If you wish to have us, on your behalf, exercise the Non-Cash Election,
please so instruct us by completing, executing and returning to us the letter of
instructions (the "Letter of Instructions") attached to this letter. THE
ENCLOSED NON-CASH ELECTION FORM IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY
AND CANNOT BE USED BY YOU TO TENDER BRUNO'S COMMON STOCK HELD BY US FOR YOUR
ACCOUNT. The Letter of Instructions should be forwarded as promptly as possible
to permit us to exercise the Non-Cash Election in accordance with the provisions
of the Non-Cash Election procedures as outlined in the Proxy Statement. If we do
not receive a complete Letter of Instructions in accordance with such Non-Cash
Election procedures, we will not exercise a Non-Cash Election on your behalf.
ANY QUESTIONS OR REQUESTS FOR ASSISTANCE CONCERNING THE NON-CASH ELECTION OR
THE PROXY STATEMENT, OR COMPLETION OF THE LETTER OF INSTRUCTIONS, SHOULD BE
DIRECTED TO MACKENZIE PARTNERS, INC., BRUNO'S PROXY SOLICITOR, AT THE FOLLOWING
TOLL-FREE TELEPHONE NUMBER: (800) 322-2885.
<PAGE>
LETTER OF INSTRUCTIONS
To My Bank or Broker;
This letter instructs you to exercise the Non-Cash Election (capitalized
terms used herein and not defined herein having the meaning specified in the
Proxy Statement referred to below) to retain shares of Bruno's Common Stock
specified below which you hold for the account of the undersigned.
It is understood that the Non-Cash Election is subject to (i) the terms,
conditions and limitations set forth in the Proxy Statement/Prospectus, dated
July 17, 1995, relating to the Merger (including all documents incorporated
therein, and as it may be amended or supplemented from time to time, the "Proxy
Statement"), receipt of which is acknowledged by the undersigned, (ii) the terms
of the Agreement and Plan of Merger dated as of April 20, 1995, as amended by
the First Amendment dated as of May 18, 1995, as the same may be amended from
time to time, a conformed copy of which appears as Annex I to the Proxy
Statement, and (iii) the accompanying Non-Cash Election Form.
If you are electing to retain ALL or A PORTION of your shares, you must
properly fill in the information requested in this box, even if you are electing
to retain only a portion of your shares.
<TABLE><CAPTION>
NUMBER OF SHARES OF
BRUNO'S COMMON
STOCK
HELD (ATTACH NUMBER OF
NAME AND ADDRESS OF BENEFICIAL OWNER(S) ADDITIONAL SHARES
OF BRUNO'S COMMON STOCK LIST IF NECESSARY) TO BE RETAINED*
<S> <C> <C>
<CAPTION>
TOTAL SHARES
* UNLESS OTHERWISE INDICATED IN THIS BOX, IT WILL BE ASSUMED THAT ALL SHARES SUBMITTED ARE TO BE
TREATED AS HAVING MADE AN ELECTION TO RETAIN SUCH SHARES. Remaining shares represented by such
certificates will be converted into cash, subject to proration.
In the event of proration, a holder may be required to receive some cash. If a holder knows the
number or numbers of such holder's certificate(s), a holder may choose to indicate in the space
following this sentence the number(s) of the certificate(s) deemed to represent any shares of
Bruno's Common Stock converted into cash. Certificate No(s): ________________________________.
HOLDERS ARE NOT REQUIRED TO SO IDENTIFY CERTIFICATE NUMBERS IN THIS SPACE. IN THE EVENT OF
PRORATION, SHARES WILL BE CONVERTED TO CASH FROM STOCK CERTIFICATES IN THE ORDER IN WHICH THEY HAVE
BEEN LISTED. THERE CAN BE NO ASSURANCE THAT ANY IDENTIFICATION OF SHARE CERTIFICATE(S) WILL BE
RECOGNIZED BY ANY GOVERNMENTAL AGENCY OR THIRD PARTY. IN ADDITION, NO SUCH CERTIFICATE
IDENTIFICATION WILL OPERATE TO ALTER THE APPLICATION OF THE PRORATION PROCEDURES IN THE MERGER.
DATED:__________________________ ________, 1995 ________________________________________
_________________________________________________ ________________________________________
Bruno's Common Stock Account Number Signature(s)
Phone Number: ( )___-____
</TABLE>
