EX-99.(A)(1)(V) 6 d68440_exa1v.txt LETTER TO CLIENTS EXHIBIT (a)(1)(v) LETTER TO CLIENTS OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK OF FOODARAMA SUPERMARKETS, INC. NOT OWNED BY THE STOCKHOLDERS OF SAKER HOLDING CORP. AT $53.00 PER SHARE BY SAKER HOLDINGS CORP. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JULY 19, 2006, UNLESS THE OFFER IS EXTENDED. ------------ June 16, 2006 TO OUR CLIENTS: Enclosed for your consideration is the Offer to Purchase, dated June 16, 2006 (the "Offer to Purchase") and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer") in connection with the offer by Saker Holdings Corp., a newly formed Delaware corporation ("Purchaser") controlled by Richard J. Saker, the Chief Executive Officer and President of Foodarama Supermarkets, Inc., a New Jersey corporation ("Foodarama" or the "Company"), Joseph J. Saker, the Chairman of the Board of the Company, Joseph J. Saker, Jr., Senior Vice President - Marketing and Advertising of the Company, Thomas A. Saker, Vice President of Store Operations of the Company and four other members of the family of Joseph J. Saker (the "Purchaser Group"), to purchase all outstanding shares of common stock, $1.00 par value per share of Foodarama (the "Shares") not currently owned by the Purchaser Group at $53.00 per Share, in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase. WE ARE (OR OUR NOMINEE IS) THE HOLDER OF RECORD OF THE SHARES HELD FOR YOUR ACCOUNT. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE ENCLOSED LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT. Accordingly, we request instructions as to whether you wish us to tender on your behalf any or all of the Shares held by us for your account, upon the terms and subject to the conditions set forth in the Offer to Purchase. Your attention is directed to the following: 1. The tender price is $53.00 per Share, in cash without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase. 2. The Offer is being made for all outstanding shares not owned by the Purchaser Group. 3. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JULY 19, 2006, WHICH DATE MAY BE EXTENDED. 4. The Offer is conditioned on, among other things, (i) the tender in this Offer of a sufficient number of Shares such that, after the Shares are purchased pursuant to the Offer, Purchaser would hold at least 90% of the outstanding Foodarama common stock (the "Minimum Tender Condition"), which would also mean that at least a majority of the total outstanding Shares that are not owned by the Purchaser Group had been tendered (the "Majority of the Minority Condition"); (ii) the Purchaser's receipt of the proceeds of the financing it has arranged to fund the Offer; and (iii) a special committee of independent directors of Foodarama (the "Special Committee") not having modified or withdrawn its recommendation of the Offer to the shareholders of Foodarama unaffiliated with Purchaser and the Purchaser Group. The Purchaser reserves the right to waive the Majority of the Minority Condition and the Minimum Tender Condition. The Offer is also subject to the other conditions set forth in the offer to Purchase. See the sections titled "The Offer - Section 1, Terms of the Offer; Expiration Date" and "The Offer - Section 11, Certain Conditions of the Offer" in the Offer to Purchase. Tendering holders of Shares whose Shares are registered in their own name and who tender directly to American Stock Transfer & Trust Company as depositary (the "Depositary") will not be obligated to pay brokerage fees or commissions or, except as set forth in Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase of Shares by Purchaser pursuant to the Offer. However, Federal income tax backup withholding at a rate of 28% may be required unless an exemption is available or unless the required tax identification information is provided. See Instruction 11 of the Letter of Transmittal. 5. Foodarama has filed with the Securities and Exchange Commission (the "SEC") and provided Foodarama shareholders a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9"). The Board of Directors of Foodarama appointed the Special Committee to review, evaluate and negotiate the terms and conditions of the proposed transaction with Purchaser and the members of the Purchaser Group on behalf of the Company's public shareholders other than the Purchaser Group. The Special Committee has recommended that shareholders unaffiliated with Purchaser or the Purchaser Group tender their Shares in the Offer. The Solicitation/Recommendation Statement contains 2 additional information regarding the determination and recommendation of the Special Committee, including a discussion of the opinion of William Blair & Company, L.L.C. (the "Fairness Opinion") delivered to the Special Committee that, as of March 2, 2006, and based on and subject to the assumptions, limitations and qualifications set forth in such Fairness Opinion, the $53.00 price per Share to be received in the Offer and the Merger (as defined in the Offer to Purchase), considered as a single transaction, was fair from a financial point of view, to the Foodarama shareholders unaffiliated with Purchaser or the Purchaser Group being asked to tender their Shares. The Solicitation/Recommendation Statement is being sent to shareholders concurrently with the Offer to Purchase. All shareholders should review carefully the Schedule l4D-9. A discussion of the recommendation is also included in the Offer to Purchase. See the sections titled "Special Factors - Background of the Offer" and "Special Factors - Recommendation of the Special Committee; Fairness of the Offer and the Merger" in the Offer to Purchase for more detailed information. 6. Notwithstanding any other provision of the Offer, payment for Shares accepted for payment pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of (a) certificates evidencing such Shares (or a confirmation of a book-entry transfer of such shares (a "Book-Entry Confirmation") with respect to such shares), (b) a Letter of Transmittal (or facsimile thereof) properly completed and duly executed with any required signature guarantees (or, in the case of a book-entry transfer, an "Agent's Message" (as defined in the Offer to Purchase in the section titled "The Offer - Section 3, Procedures For Tendering Shares") in lieu of the Letter of Transmittal), and (c) any other documents required by the Letter of Transmittal. Accordingly, tendering Holders may be paid at different times depending upon when certificates for Shares or Book-Entry Confirmations with respect to shares are actually received by the Depositary. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PURCHASE PRICE OF THE TENDERED SHARES BE PAID BY PURCHASER, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT. The Offer is being made only by the Offer to Purchase and the related Letter of Transmittal and any amendments or supplements thereto, and is being made to all holders of the Shares. The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares in any jurisdiction where the making of the Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. If you wish to have us tender any or all of the Shares held by us for your account, please so instruct us by completing, executing, detaching and returning to us the instruction form set forth herein. If you authorize the tender of your Shares, all such Shares will be tendered unless otherwise specified below. An envelope to return your instructions to us is enclosed. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION DATE. 3 INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK OF FOODARAMA SUPERMARKETS, INC. NOT OWNED BY THE STOCKHOLDERS OF SAKER HOLDINGS CORP. The undersigned acknowledge(s) receipt of your letter, the enclosed Offer to Purchase, dated June 16, 2006 (the "Offer to Purchase"), the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"), in connection with the offer by Saker Holdings Corp., a newly formed Delaware corporation ("Purchaser") controlled by Richard J. Saker, the Chief Executive Officer and President of Foodarama Supermarkets, Inc., a New Jersey corporation ("Foodarama" or the "Company"), Joseph J. Saker, the Chairman of the Board of the Company, Joseph J. Saker, Jr., Senior Vice President - Marketing and Advertising of the Company, Thomas A. Saker, Vice President of Store Operations of the Company and four other members of the family of Joseph J. Saker (the "Purchaser Group"), to purchase all outstanding shares of common stock, $1.00 par value per share, of Foodarama (the "Shares") not currently owned by the Purchaser Group, at $53.00 per Share, in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase. This will instruct you to tender to Purchaser the number of Shares indicated below (or, if no number is indicated below, all Shares) which are held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer. Number of Shares to Sign Here be Tendered___________________________ x_____________________________________ Account No:___________________________ Print Name:___________________________ Dated:________________________________ Address:______________________________ Area Code and Telephone:______________ Tax Identification or Social Security No.:_________________________ 4