EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
THE BON-TON DEPARTMENT STORES, INC.
OFFER FOR ALL OUTSTANDING
10 1/4% SENIOR NOTES DUE 2014
IN EXCHANGE FOR
10 1/4% SENIOR NOTES DUE 2014
WHICH HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED
PURSUANT TO THE PROSPECTUS DATED _______, 2006
This Notice of Guaranteed Delivery, or one substantially equivalent to this
form, must be used to accept the Exchange Offer, as defined below, if (i)
certificates for The Bon-Ton Department Stores, Inc.'s (the "Company") 10 1/4%
Senior Notes due 2014, referred to as the Original Notes, are not immediately
available or if all required documents are unlikely to reach The Bank of New
York, on or prior to the expiration date, as defined below; or (ii) a book-entry
transfer cannot be completed on a timely basis. This Notice of Guaranteed
Delivery may be delivered by hand, facsimile, mail or overnight delivery to the
Exchange Agent. See "The Exchange Offer -- Procedures for Tendering Original
Notes -- Guaranteed Delivery" in the Prospectus. In addition, in order to
utilize the guaranteed delivery procedure to tender old notes pursuant to the
Exchange Offer, (a) a properly completed and duly executed Notice of Guaranteed
Delivery must be delivered on or prior to the expiration date and (b) a properly
completed and duly executed Letter of Transmittal relating to the old notes, or
an agent's message in lieu thereof, together with the old notes tendered hereby
in proper form for transfer or confirmation of the book-entry transfer of such
old notes to the Exchange Agent's account at The Depository Trust Company, must
be received by the Exchange Agent within three (3) New York Stock Exchange
trading days after the date of execution of this Notice of Guaranteed Delivery.
Unless indicated otherwise, capitalized terms used but not defined herein shall
have the same meaning given them in the Prospectus or the Letter of Transmittal,
as the case may be.
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON _______, 2006, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE
WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
The Exchange Agent for the Exchange Offer is:
THE BANK OF NEW YORK
By Registered or Certified Mail, Hand
Delivery or Overnight Delivery: Facsimile Transmissions:
The Bank of New York (212)-298-1915
Corporate Trust Operations
Reorganization Unit Attn: Ms. Diane Amoroso
101 Barclay Street - 7 East
New York, N.Y. 10286 Confirmation by Telephone:
Attn: Ms. Diane Amoroso
Telephone: (212)-815-6331 (212)-815-6331
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DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA
FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID
DELIVERY.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal 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
signature box on the Letter of Transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders to the Company upon the terms and subject to
the conditions set forth in the Prospectus dated _____, 2006, as the same may be
amended or supplemented from time to time, and the related Letter of
Transmittal, which together constitute the Exchange Offer, receipt of which is
hereby acknowledged, the aggregate principal amount of Original Notes set forth
below pursuant to the guaranteed delivery procedures set forth in the Prospectus
under the caption "The Exchange Offer -- Procedures for Tendering Original Notes
- -- Guaranteed Delivery."
AGGREGATE PRINCIPAL AMOUNT TENDERED* ___________________________________________
NAME OF REGISTERED HOLDER(S) ___________________________________________________
CERTIFICATE NO(S). (IF AVAILABLE) ______________________________________________
TOTAL PRINCIPAL AMOUNT REPRESENTED BY ORIGINAL NOTE CERTIFICATE(S) _____________
IF ORIGINAL NOTES WILL BE TENDERED BY BOOK-ENTRY TRANSFER, PROVIDE THE FOLLOWING
INFORMATION:
DTC ACCOUNT NUMBER: _________________________________
DATE: ________
* Must be in integral multiples of $1,000.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and every obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned.
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PLEASE SIGN AND COMPLETE
Signature of Registered Holder(s) or Authorized Signatory:
Name(s) of Registered Holder(s): ________________________________
Date: __________________________________
Address: _______________________________
________________________________________
Area Code and Telephone No.
The Notice of Guaranteed Delivery must be signed by the registered
holder(s) of the Original Notes exactly as their name(s) appear on certificates
for the Original Notes or on a security position listing as the owner of the
Original 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, that person must provide the following information, and
unless waived by the Company, provide proper evidence satisfactory to the
Company of such person's authority to act.
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s): ____________________________
Capacity: ___________________________
Address(es): ________________________
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GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, an Eligible Guarantor Institution (as defined in Rule
17Ad-15 under the Securities Exchange Act of 1934, as amended, including a bank;
a broker, dealer, municipal securities broker or dealer or government securities
broker or dealer; a credit union; a national securities exchange, registered
securities association or clearing agency; or a savings association) hereby
guarantees to deliver to the Exchange Agent, at one of its addresses set forth
above within three (3) New York Stock Exchange trading days after the date of
execution hereof, the certificates for all physically tendered original notes,
in proper form for transfer, or a book-entry confirmation, as the case may be,
together with a properly completed and duly executed Letter of Transmittal, or
an agent's message, with any required signature guarantees and any other
documents required by the Letter of Transmittal.
The undersigned acknowledges that (1) it must deliver to the Exchange Agent
the Letter of Transmittal or a facsimile thereof, or an agent's message in lieu
thereof, and the Original Notes tendered hereby in proper form for transfer or
confirmation of the book-entry transfer of such Original Notes to the Exchange
Agent's account at DTC within the time period set forth above and (2) that
failure to do so could result in a financial loss to the undersigned.
Name of Firm: __________________________________________________________________
Address: _______________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number: ________________________________________________
Authorized Signature:
---------------
Name: __________________________________________________________________________
(PLEASE PRINT)
Title: _________________________________________________________________________
Dated: _________________________________________________________________________
DO NOT SEND CERTIFICATES FOR ORIGINAL NOTES WITH THIS FORM. ACTUAL
SURRENDER OF CERTIFICATES FOR ORIGINAL NOTES MUST BE MADE PURSUANT TO AND BE
ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL.
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INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
1. DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY. A properly completed and
duly executed copy of this Notice of Guaranteed Delivery must be received by the
Exchange Agent at one of its addresses set forth in this Notice of Guaranteed
Delivery before the Expiration Date. The method of delivery of this Notice of
Guaranteed Delivery and any other required documents to the Exchange Agent is at
the election and sole risk of the holder of Original Notes, and the delivery
will be deemed made only when actually received by the Exchange Agent. If
delivery is by mail, we recommend registered mail with return receipt required,
properly insured. As an alternative to delivery by mail, holders may wish to use
an overnight or hand delivery service. In all cases, sufficient time should be
allowed to assure timely delivery. For a description of the guaranteed delivery
procedures, see the Prospectus and Instruction 1 of the Letter of Transmittal.
2. SIGNATURES ON THIS NOTICE OF GUARANTEED DELIVERY. If this Notice of
Guaranteed Delivery is signed by the registered holder(s) of the Original Notes
referred to in this Notice of Guaranteed Delivery, the signatures must
correspond exactly with the name(s) written on the face of the Original Notes
without alteration, enlargement, or any change whatsoever.
If this Notice of Guaranteed Delivery is signed by a participant of DTC
whose name appears on a security position listing as the owner of the Original
Notes, the signature must correspond with the name shown on the security
position listing as the owner of the Original Notes.
If this Notice of Guaranteed Delivery is signed by a person other than the
registered holder(s) of any Original Notes listed or a participant of DTC whose
name appears on a security position listing as the owner of the Original Notes,
this Notice of Guaranteed Delivery must be accompanied by appropriate bond
powers, signed exactly as the name(s) of the registered holder(s) appear(s) on
the Original Notes or signed as the name of the participant is shown on DTC's
security position listing, and also must be accompanied by such opinions of
counsel, certifications and other information as the Company or the trustee for
the Original Notes may require in accordance with the restrictions on transfer
applicable to the Original Notes.
If this Notice of Guaranteed Delivery is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing and submit the Notice of Guaranteed Delivery evidence
satisfactory to the Company of the person's authority to so act.
3. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions and
requests for assistance may be directed to the Exchange Agent at its address and
telephone number set forth on the front of this Notice of Guaranteed Delivery.
Additional copies of the Prospectus, the Letter of Transmittal, the Notice of
Guaranteed Delivery and Forms W-8 may be obtained from the Exchange Agent at the
address and telephone/ facsimile numbers indicated above, or from your broker,
dealer, commercial bank, trust company or other nominee.
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