EXHIBIT 99.2
Notice of Guaranteed Delivery
The IT Group, Inc.
OFFER TO EXCHANGE ITS 11 1/4% SERIES B SENIOR SUBORDINATED NOTES DUE 2009
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 FOR ANY AND
ALL OF ITS OUTSTANDING 11 1/4% SERIES A SENIOR SUBORDINATED NOTES DUE
2009 WHICH WERE ISSUED IN A PRIVATE PLACEMENT
Registered holders of privately placed 11 1/4% Series A Senior Subordinated
Notes Due 2009 (the "Series A Notes") who wish to tender their Series A Notes
in exchange for a like principal amount of 11 1/4% Series B Senior
Subordinated Notes Due 2009 (the "Notes") and whose Series A Notes are not
immediately available or who cannot deliver their Series A Notes and Letter of
Transmittal or any other documents required by the Letter of Transmittal to
The Bank of New York (the "Exchange Agent") on or prior to 5:00 P.M. New York
City time, on the Expiration Date (as defined in the Prospectus referred to
below), or the procedures for delivery by book-entry transfer cannot be
completed on a timely basis, must 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 or mail to the Exchange
Agent. See "The Exchange Offer--Procedures for Tendering" in the Prospectus.
In addition, in order to utilize the guaranteed delivery procedure to tender
Series A Notes pursuant to the Exchange Offer, a completed, signed and dated
Letter of Transmittal relating to the Series A Notes (or facsimile thereof)
must also be received by the Exchange Agent prior to 5:00 P.M. New York City
time, on the Expiration Date.
The Exchange Agent for the Offer is:
The Bank of New York
By Hand or Overnight Facsimile Transmissions: By Registered or Certified
Delivery: (Eligible Institutions Only) Mail:
The Bank of New York Attention: Diane Amoroso The Bank of New York
101 Barclay Street (212) 815-6339 101 Barclay Street, 7E
Corporate Trust Services New York, New York 10286
Window Ground Level To Confirm By Telephone Attention: Diane Amoroso
New York, New York 10286 or for Information Call: Reorganization Section
Attention: Diane Amoroso
Reorganization Section (212) 815-3750
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 UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED ON THE LETTER
OF TRANSMITTAL FOR GUARANTEE OF SIGNATURES.
Capitalized terms used but not defined herein shall have the same meaning
given them in the Prospectus (as defined below).
Ladies and Gentlemen:
The undersigned hereby tenders the principal amount of Series A Notes
indicated below, upon the terms and subject to the conditions contained in the
Registration Statement on Form S-4 filed by The IT Group, Inc., a Delaware
corporation, with the Securities and Exchange Commission (the "Registration
Statement") and the accompanying Prospectus dated July , 1999 included
therein (the "Prospectus"), and the related Letter of Transmittal (which
together constitute the "Exchange Offer") receipt of which is hereby
acknowledged.
DESCRIPTION OF SECURITIES TENDERED
Name and address of
registered holder as it Certificate number(s) of Principal Amount of
appears on the Series A Series A Notes Series A Notes
Notes transmitted transmitted
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If Series A Notes will be tendered by book-entry transfer, provide the
following information:
DTC Account Number: ________________
Date: ______________________________
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.
PLEASE SIGN HERE
X
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X
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Signature(s) of Owner(s) or Authorized Date
Signatory
Area Code and Telephone Number: ____________
Must be signed by the holder(s) of the Series A Notes as their name(s)
appear(s) on certificates for Series A Notes or on a security position listing,
or by person(s) authorized to become registered holder(s) by endorsement 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
set forth his or her full title below.
Please print name(s) and address(es)
Name(s): _______________________________________________________________________
Capacity: ______________________________________________________________________
Address(es): ___________________________________________________________________
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THE FOLLOWING GUARANTEE MUST BE COMPLETED
GUARANTEE
(Not To Be Used For Signature Guarantee)
The undersigned, a firm or other entity identified in Rule 17Ad-15 under the
Securities Exchange Act of 1934, as amended, as an "eligible guarantor
institution," including (as such terms are defined therein): (a) a bank; (b) a
broker, dealer, municipal securities broker, municipal securities dealer,
government securities broker, government securities dealer; (c) a credit union;
(d) a national securities exchange, registered securities association or
learning agency; or (e) a savings association that is a participant in a
Securities Transfer Association recognized program (each of the foregoing being
referred to as an "Eligible Institution"), hereby guarantees to deliver to the
Exchange Agent, at one of its addresses set forth above, either the Series A
Notes tendered hereby in proper form for transfer, or confirmation of the book-
entry transfer of such Series A Notes to the Exchange Agent's account at The
Depositary Trust Company, pursuant to the procedures for book-entry transfer
set forth in the Prospectus, in either case together with one or more properly
completed and duly executed Letter(s) of Transmittal (or facsimile thereof) and
any other required documents within five business days after the date of
execution of this Notice of Guaranteed Delivery.
The undersigned acknowledges that it must deliver the Letter(s) of
Transmittal and the Series A Notes tendered hereby to the Exchange Agent within
the time period set forth above and that failure to do so could result in a
financial loss to the undersigned.
Name of Firm: __________________________________________________________________
________________________________________________________________________________
(Authorized Signature)
Address: _______________________________________________________________________
(Zip Code)
Area Code and Telephone Number _________________________________________________
Name: __________________________________________________________________________
(Please Type or Print)
Title: _________________________________________________________________________
Date: __________________________________________________________________________
NOTE: DO NOT SEND SERIES A NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY.
SERIES A NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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