Exhibit 99.2
NOTICE OF GUARANTEED DELIVERY
FOR
5.819% Senior Notes Due 2017
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2007, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”). OUTSTANDING NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
As set forth in the prospectus, dated , 2007 (the “prospectus”), of ConAgra Foods, Inc. (“ConAgra Foods”) and in the related letter of transmittal, this form or one substantially similar must be used to accept ConAgra Foods’ offer to exchange all of its outstanding 5.819% Senior Notes due 2017 (the “outstanding notes”) for its 5.819% Senior Notes due 2017, which have been registered under the Securities Act of 1933, if certificates for the outstanding notes are not immediately available or if the outstanding notes, the letter of transmittal or any other required documents cannot be delivered to the exchange agent, or the procedure for book-entry transfer cannot be completed, prior to the expiration date (as defined above). This form may be delivered by an Eligible Institution by hand or overnight courier or transmitted by facsimile transmission or mailed to the exchange agent as indicated below.
Delivery to:
The Bank of New York
As Exchange Agent
By Registered or Certified Mail: The Bank of New York 101 Barclay Street, Floor 7E New York, NY 10286 Attn: Reorg Department
| By Overnight Courier or Hand Delivery: The Bank of New York 101 Barclay Street, Floor 7E New York, NY 10286 Attn: Reorg Department
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By Facsimile Transmission: (212) 815-5704 | Confirm by Telephone: (212) 815-5444 |
Delivery of this notice to an address, or transmission of this notice via facsimile, other than as set forth above does not constitute a valid delivery.
This form is not to be used to guarantee signatures. If a signature on the letter of transmittal to be used to tender outstanding notes is required to be guaranteed by an “Eligible Institution” under the instructions thereto, such signature guarantee must appear in the applicable space provided in the letter of transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders to ConAgra Foods, upon the terms and subject to the conditions set forth in the prospectus and in the related letter of transmittal, which together constitute the “exchange offer,” receipt of which is hereby acknowledged, outstanding notes pursuant to guaranteed delivery procedures set forth in Instruction 1 to the letter of transmittal.
The undersigned understands that tenders of outstanding notes will be accepted only in principal amounts equal to $1,000 or integral multiples thereof. The undersigned understands that tenders of outstanding notes pursuant to the exchange offer may be withdrawn only in accordance with the procedures set forth in “The Exchange Offer – Withdrawal of Tenders” section of the prospectus.
All authority herein conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death, incapacity or dissolution of the undersigned and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.
NOTE: SIGNATURES MUST BE PROVIDED WHERE INDICATED BELOW.
Principal Amount of Outstanding Notes Tendered for Exchange: (must be in denominations of principal amount of $1,000 or any integral multiple thereof):
$
| (Check box if outstanding notes will be tendered by book-entry transfer)
¨ The Depository Trust Company
Account Number: | |
Outstanding Note Certificate No(s). (if available): | ||
PLEASE SIGN HERE X _____________________________________________ X_____________________________
This Notice of Guaranteed Delivery must be signed by the registered holder(s) of outstanding notes
Please print name(s) and address(es)
Name(s)
Capacity
Address(es) (include Zip Code)
Area Code and Telephone Number
Tax Identification or Social Security Number(s):
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GUARANTEE (Not to be used for signature guarantee)
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The undersigned, a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), hereby:
(a) represents that the above named person(s) own(s) the outstanding notes to be tendered within the meaning of Rule 14e-4 under the Exchange Act;
(b) represents that such tender of outstanding notes complies with Rule 14e-4 under the Exchange Act; and
(c) guarantees that delivery to the exchange agent of certificates for outstanding notes to be tendered, in proper form for transfer (or confirmation of the book-entry transfer of such outstanding notes into the exchange agent’s account at The Depository Trust Company, pursuant to the procedures for book-entry transfer set forth in the prospectus), with delivery of a properly completed and duly executed (or manually signed facsimile) letter of transmittal with any required signatures or an agent’s message in lieu thereof and any other required documents, will be received by the exchange agent at its address set forth above within three New York Stock Exchange trading days after the expiration date.
I HEREBY ACKNOWLEDGE THAT I MUST DELIVER THE ITEMS GUARANTEED ABOVE TO THE EXCHANGE AGENT WITHIN THE TIME PERIOD SET FORTH AND THAT FAILURE TO DO SO COULD RESULT IN FINANCIAL LOSS TO ME.
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Name of Firm | Authorized Signature | |
Address | Name | |
Zip Code | Title | |
Area Code and Tel. No. | Date | |
NOTE: DO NOT SEND OUTSTANDING NOTES WITH THIS FORM; OUTSTANDING NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL SO THAT THEY ARE RECEIVED BY THE EXCHANGE AGENT WITHIN THREE NEW YORK STOCK EXCHANGE TRADING DAYS AFTER THE EXPIRATION DATE. |
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