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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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    X

In re:

BOSCOV'S, INC., et al.,1

Debtors.

: : : : : : :

Chapter 11

Case No. 08-11637 (KG)

(Jointly Administered)

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    X

NOTICE OF SALE AND SOLICITATION OF BIDS TO PURCHASE SUBSTANTIALLY ALL OF THE ASSETS OF BOSCOV'S, INC AND ITS AFFILIATED DEBTORS AND TERMS AND CONDITIONS OF BID PROCEDURES

PLEASE TAKE NOTICE OF THE FOLLOWING:

1.

The

above-captioned

debtors

(the "Debtors")

have

entered

into

an

agreement (the "Stalking Horse Agreement") to sell substantially all of their assets (the

"Assets"). A copy of the Stalking Horse Agreement may be obtained at www.kccllc.net/boscov.

The Debtors' ability to close the transactions contemplated by the Stalking Horse Agreement is

subject to higher and better offers and the approval of the United States Bankruptcy Court for the

District of Delaware (the "Bankruptcy Court"). Accordingly, the Debtors are soliciting offers for

the purchase of the Assets, and the Bankruptcy Court has entered an order (the "Bid Procedures

Order") approving auction and sale procedures (the "Bid Procedures") for the Assets.2

1

The Debtors are the following eight entities (the last four digits of their respective taxpayer identification numbers, if any, follow in parentheses): Boscov's, Inc. (1589); Boscov's Department Store, LLC (9789); Boscov's Transportation Company LLC (6388); Boscov's PSI Inc. (1014); Boscov's Investment Company (4579); Boscov's Finance Company, Inc. (6389); SDS. Inc. (7075); and Retail Construction & Development, Inc. (3098). The address of each of the Debtors is 4500 Perkiomen Avenue, Reading, Pennsylvania 19606.

2

A copy of the Bid Procedures Order and Bid Procedures are attached hereto as Exhibits A and B, respectively.

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