Exhibit 99.2
FORM OF
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF ALL OUTSTANDING
3.875% SENIOR NOTES DUE 2008
IN EXCHANGE FOR
3.875% SENIOR NOTES DUE 2008
OF
DOW JONES & COMPANY, INC.
Registered holders of outstanding 3.875% Senior Notes due 2008
originally issued on February 17, 2005 (the "Outstanding Notes") of Dow
Jones & Company, Inc. ("Dow Jones") who wish to tender their Outstanding
Notes in exchange for a like stated amount at maturity of new 3.875% Senior
Notes due 2008 (the "Exchange Notes") of Dow Jones, which will be
registered under the Securities Act of 1933, as amended (the "Securities
Act"), and, in each case, whose Outstanding Notes are not immediately
available or who cannot deliver their Outstanding Notes and Letter of
Transmittal (and any other documents required by the Letter of Transmittal)
to Bank of New York (the "Exchange Agent"), prior to the Expiration Date,
may use this Notice of Guaranteed Delivery or one substantially equivalent
hereto. This Notice of Guaranteed Delivery may be delivered by hand or sent
by facsimile transmission (receipt confirmed by telephone and an original
delivered by guaranteed overnight delivery) or mail to the Exchange Agent.
See "The Exchange Offer--Guaranteed Delivery Procedures" in the Prospectus.
- ----------------------------------------------------------------------------
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
_________, 2005 (THE "EXPIRATION DATE") UNLESS THE OFFER IS EXTENDED BY DOW
JONES IN ITS SOLE DISCRETION. TENDERS OF OUTSTANDING NOTES MAY BE WITHDRAWN
AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
- ----------------------------------------------------------------------------
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
BANK OF NEW YORK
BY MAIL OR OVERNIGHT DELIVERY:
BANK OF NEW YORK, AS EXCHANGE AGENT
CORPORATE TRUST OPERATIONS
REORGANIZATION UNIT
101 BARCLAY STREET, 7 EAST
NEW YORK, NEW YORK 10286
ATTENTION:
FACSIMILE: (212) 298-1915
CONFIRM BY TELEPHONE: (212) 815-
BY HAND DELIVERY:
101 BARCLAY STREET, LOBBY LEVEL
CORPORATE TRUST WINDOW
NEW YORK, NEW YORK 10286
FOR ANY QUESTIONS REGARDING THIS NOTICE OF GUARANTEED DELIVERY OR FOR
ANY ADDITIONAL INFORMATION, YOU MAY CONTACT THE EXCHANGE AGENT BY TELEPHONE
AT (212) 815- , OR BY FACSIMILE AT (212) 298-1915.
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER
THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE
TRANSMISSION 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, such signature guarantee must appear
in the applicable space provided on the Letter of Transmittal for Guarantee
of Signatures.
Ladies & Gentlemen:
The undersigned hereby tender(s) to Dow Jones, upon the terms and
subject to the conditions set forth in the Prospectus and the accompanying
Letter of Transmittal, receipt of which is hereby acknowledged, the
aggregate stated amount at maturity of Outstanding Notes set forth below
pursuant to the guaranteed delivery procedures set forth in the Prospectus.
The undersigned understands that tenders of Outstanding Notes will be
accepted only in stated amounts at maturity equal to $5,000 or integral
multiples of $1,000 in excess thereof. The undersigned understands that
tenders of Outstanding Notes pursuant to the Exchange Offer may not be
withdrawn after 5:00 p.m., New York City time on the business day prior to
the Expiration Date. Tenders of Outstanding Notes may also be withdrawn if
the Exchange Offer is terminated without any such Outstanding Notes being
purchased thereunder or as otherwise provided in the Prospectus.
All authority herein conferred or agreed to be conferred by this Notice
of Guaranteed Delivery shall survive the death or incapacity 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.
- -------------------------------------------------------------------------------
PLEASE SIGN AND COMPLETE
Signature(s) of Registered Name(s) of Registered Holder(s):
Owner(s) or
Authorized Signatory:
- -------------------------------------- --------------------------------------
- -------------------------------------- --------------------------------------
- -------------------------------------- --------------------------------------
Stated Amount at Maturity of Address:
Outstanding Notes Tendered:
- -------------------------------------- Area Code and Telephone No.:
Certificate No(s). of Outstanding If Outstanding Notes will be
Notes delivered by
(if available): book-entry transfer at The
Depository Trust
- -------------------------------------- Company, insert Depository
- -------------------------------------- Account No.:
- --------------------------------------
- -------------------------------------- --------------------------------------
Date:
- -------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of Outstanding Notes exactly as its (their) name(s) appear on
certificates for Outstanding Notes or on a security position listing as the
owner of Outstanding 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):
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
DO NOT SEND OUTSTANDING NOTES WITH THIS FORM. OUTSTANDING NOTES SHOULD BE
SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY
EXECUTED LETTER OF TRANSMITTAL.
GUARANTEE OF DELIVERY
(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 a correspondent in the
United States or an "eligible guarantor institution" as defined by Rule
17Ad-15 under the Securities Exchange Act of 1934, as amended, (the
"Exchange Act") hereby (a) represents that each holder of Outstanding Notes
on whose behalf this tender is being made "own(s)" the Outstanding Notes
covered hereby within the meaning of Rule 14e-4 under the Exchange Act (b)
represents that such tender of Outstanding Notes complies with such Rule
14e-4, and (c) guarantees that, within three New York Stock Exchange
trading days from the date of this Notice of Guaranteed Delivery, a
properly completed and duly executed Letter of Transmittal, together with
certificates representing the Outstanding Notes covered hereby in proper
form for transfer and required documents will be deposited by the
undersigned with the Exchange Agent.
THE UNDERSIGNED ACKNOWLEDGES THAT IT MUST DELIVER THE LETTER OF
TRANSMITTAL AND OUTSTANDING NOTES TENDERED HEREBY TO THE EXCHANGE AGENT
WITHIN THE TIME SET FORTH ABOVE AND THAT FAILURE TO DO SO COULD RESULT IN
FINANCIAL LOSS TO THE UNDERSIGNED.
Name of Firm: Authorized Signature
Address: Name:
- --------------------------------------- ---------------------------
Area Code and Telephone No. Title:
--------------------------
- --------------------------------------- Date:
---------------------------