1
EXHIBIT 99.2
Notice of Guaranteed Delivery
for
12.50% Senior Notes due 2005
of
IXC COMMUNICATIONS, INC.
ATLANTIC STATES MICROWAVE TRANSMISSION COMPANY
CENTRAL STATES MICROWAVE TRANSMISSION COMPANY
IXC CARRIER, INC.
IXC LONG DISTANCE, INC.
LINK NET INTERNATIONAL, INC.
RIO GRANDE TRANSMISSION, INC.
TELCOM ENGINEERING, INC.
TOWER COMMUNICATION SYSTEMS CORP.
WEST TEXAS MICROWAVE COMPANY
WESTERN STATES MICROWAVE TRANSMISSION COMPANY
This form or one substantially equivalent hereto must be used to
accept the Exchange Offer of IXC Communications, Inc., Atlantic States
Microwave Transmission Company, Central States Microwave Transmission Company,
IXC Carrier, Inc., IXC Long Distance, Inc., Link Net International, Inc., Rio
Grande Transmission, Inc., Telcom Engineering, Inc., Tower Communication
Systems Corp., West Texas Microwave Company and Western States Microwave
Transmission Company (collectively, the "Company") made pursuant to the
Prospectus dated ____________, 1996 (the "Prospectus") if certificates for the
12.50% Series A Senior Notes due 2005 (the "Old Notes") of the Company are not
immediately available or if the Old Notes, the Letter of Transmittal or any
other documents required thereby cannot be delivered to the Exchange Agent or
the procedure for book-entry transfer cannot be completed, prior to 5:00 P.M.,
New York City time, on the Expiration Date (as defined in the Prospectus).
Such form may be delivered by hand or transmitted by facsimile transmission,
overnight courier or mail to the Exchange Agent. Capitalized terms used but
not defined herein have the meaning given to them in the Prospectus.
To: IBJ Schroder Bank & Trust Company, The Exchange Agent
By Registered or Certified Mail: By Hand or Overnight Courier:
IBJ Schroder Bank & Trust Company IBJ Schroder Bank & Trust Company.
Bowling Green Station One State Street
P.O. Box 84 New York, New York 10004
New York, New York 10274-0084 Attention: Securities Processing Window
Attention: Reorganization Operations Department Subcellar One, (SC-1)
2
By Facsimile:
(212) 858-2611
Attention: Customer Service
Confirm by telephone:
(212) 858-2103
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF
INSTRUCTIONS VIA A 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 Old 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 IXC Communication, Inc., a
Delaware corporation, Atlantic States Microwave Transmission Company, a Nevada
corporation, Central States Microwave Transmission Company, an Ohio
corporation, IXC Carrier, Inc., a Nevada corporation, IXC Long Distance, Inc.,
a Delaware corporation, Link Net International, Inc., a Delaware corporation,
Rio Grande Transmission, Inc., a Delaware corporation, Telcom Engineering,
Inc., a Texas corporation, Tower Communication Systems Corp., an Ohio
corporation, West Texas Microwave Company, a Texas corporation, and Western
States Microwave Transmission Company, a Nevada corporation (collectively, the
"Company"), upon the terms and subject to the conditions set forth in the
Prospectus and the Letter of Transmittal (which together constitute the
"Exchange Offer"), receipt of which is hereby acknowledged,
_______________________________ Old Notes pursuant to the guaranteed delivery
(principal amount of Old Notes)
procedures set forth in Instruction 1 of the Letter of Transmittal.
3
NOTE: SIGNATURES MUST BE PROVIDED WHERE INDICATED BELOW.
Principal Amount(s) of Old Notes Name(s) of Record Holder(s)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PLEASE PRINT OR TYPE
Address . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . .
ZIP CODE
Area Code and Tel. No. . . . . . . . . . . . . .
Signature(s) . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . .
Dated: . . . . . . . . . . . . . . . . . . . . .
If Old Notes will be delivered by book-entry
transfer at The Depository Trust Company ("DTC"),
Depository Account No: . . . . . . . . . . . . .
This Notice of Guaranteed Delivery must be signed by the
registered Holder(s) of Old Notes exactly as its (their) name(s) appear on
certificates for Old Notes or on a security position listing as the owner of
Old Notes, or by person(s) authorized to become registered Holder(s) by
endorsements and documents transmitted with this Notice of Guaranteed Delivery.
If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must provide the following information.
Please print name(s) and address(es)
Name(s): . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . .
Capacity: . . . . . . . . . . . . . . . . . . . . . . . . . .
Address(es):. . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . .
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
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 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,
as amended (the "Exchange Act"), hereby (a) represents that the above named
person(s) "own(s)" the Old
3
4
Notes tendered hereby within the meaning of Rule 10b-4 under the Exchange Act,
(b) represents that such tender of Old Notes complies with Rule 10b-4 and (c)
guarantees that delivery to the Exchange Agent of certificates for the Old
Notes tendered hereby, in proper form for transfer (or confirmation of the
book-entry transfer of such Old Notes into the Exchange Agent's Account at DTC,
pursuant to the procedures for book-entry transfer set forth in the
Prospectus), with delivery of a properly completed and duly executed Letter of
Transmittal (or manually signed facsimile thereof) with any required signature
and any other required documents, will be received by the Exchange Agent at one
of its addresses set forth above within five New York Stock Exchange trading
days after the Expiration Date.
THE UNDERSIGNED ACKNOWLEDGES THAT IT MUST DELIVER THE LETTER OF
TRANSMITTAL AND OLD NOTES TENDERED HEREBY TO THE EXCHANGE AGENT WITHIN THE TIME
PERIOD SET FORTH ABOVE AND THAT FAILURE TO DO SO COULD RESULT IN FINANCIAL LOSS
TO THE UNDERSIGNED.
Name of Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
AUTHORIZED SIGNATURE
Address . . . . . . . . . . . . . . . . . . . . . Name . . . . . . . . . . . . . . . . . . . . . .
PLEASE PRINT OR TYPE
. . . . . . . . . . . . . . . . . . . . . . . . . Title . . . . . . . . . . . . . . . . . . . . . .
ZIP CODE
Area Code and Tel. No. . . . . . . . . . . . . . Date . . . . . . . . . . . . . . . . . . . . . .
Dated: _____________________, 199_
NOTE: DO NOT SEND OLD NOTES WITH THIS FORM; OLD NOTES SHOULD BE SENT WITH
YOUR LETTER OF TRANSMITTAL SO THAT THEY ARE RECEIVED BY THE EXCHANGE
AGENT WITHIN FIVE NEW YORK STOCK EXCHANGE TRADING DAYS AFTER THE
EXPIRATION DATE.
4