EXHIBIT 20.4
NUTRITIONAL SOURCING CORPORATION
NOTICE OF GUARANTEED DELIVERY
FOR THE INVITATION WITH RESPECT TO
10.125% SENIOR SECURED NOTES DUE 2009
As set forth in the Invitation dated January 28, 2005 (the "Invitation") of
Nutritional Sourcing Corporation (the "Company") under the caption "TERMS OF THE
INVITATION -- Procedure for Tendering Notes -- Guaranteed Delivery," and in the
accompanying Letter of Transmittal (the "Letter of Transmittal") and Instruction
2 thereto, this form, or one substantially equivalent thereto, must be used to
accept the Company's invitation to purchase its outstanding 10.125% Senior
Secured Notes due 2009 (the "Notes") pursuant to the Invitation if prior to the
Expiration Date (as defined below) (i) certificates representing the Notes to be
tendered for purchase and payment are not lost but are not immediately
available, (ii) the procedures for book-entry transfer cannot be completed prior
to the Expiration Date, or (iii) time will not permit all required documents to
reach the Depositary prior to the Expiration Date. This form may be delivered by
mail, hand delivery or transmitted by facsimile transmission to the Depositary
as set forth below and must include a guarantee by an Eligible Institution
unless such form is submitted on behalf of an Eligible Institution. All
capitalized terms used herein but not defined shall have the meanings ascribed
to them in the Invitation.
TENDERS OF NOTES MAY BE WITHDRAWN AT ANY TIME ON OR PRIOR TO THE EXPIRATION
DATE. THIS OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FEBRUARY 28,
2005, UNLESS EXTENDED OR EARLIER TERMINATED (SUCH TIME AND DATE, AS THE SAME MAY
BE EXTENDED OR EARLIER TERMINATED, THE "EXPIRATION DATE"). THE COMPANY RESERVES
THE RIGHT TO EXTEND THE OFFER AT ANY TIME SUBJECT TO COMPLIANCE WITH APPLICABLE
LAW. HOLDERS OF NOTES MUST TENDER THEIR NOTES PRIOR TO THE EXPIRATION DATE IN
ORDER TO RECEIVE THE CLEARING PRICE.
The Depositary for the Invitation is:
WILMINGTON TRUST COMPANY
By hand or overnight courier to:
Wilmington Trust Company
Corporate Capital Markets
Re: Nutritional Sourcing Corporation Tender Offer
Rodney Square North
1100 North Market Street
Wilmington, DE 19890
By registered or certified mail to:
Wilmington Trust Company
DC-1626 Processing Unit
P.O. Box 8861
Re: Nutritional Sourcing Corporation Tender Offer
Wilmington, DE 19899-8861
By Facsimile Transmission (Eligible Institutions Only): (302) 636-4139
Confirmation by Telephone: (302) 636-6470
Delivery of this instrument to an address, or transmission via facsimile,
other than as set forth above will not constitute a valid delivery.
This form is not to be used to guarantee signatures. If a signature on the
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 in the Letter of Transmittal.
Ladies and Gentlemen:
By execution hereof, the undersigned acknowledges receipt of the Invitation
(the "Invitation"), by Nutritional Sourcing Corporation (the "Company"),
relating to the offer by the Company to purchase its outstanding 10.125% Senior
Secured Notes due 2009 (the "Notes") and the accompanying Letter of Transmittal
and instructions thereto (the "Letter of Transmittal"), which together
constitute the Company's offer to purchase for cash the Notes, upon the terms
and subject to the conditions set forth in the Invitation, from holders of Notes
("Holders"), as described in the Invitation.
Upon the terms and subject to the conditions of the Invitation and the
Letter of Transmittal, the undersigned hereby tenders to the Company the
principal amount of Notes indicated below pursuant to the guaranteed delivery
procedures described in the Invitation under the caption "TERMS OF THE
INVITATION -- Procedure for Tendering Notes -- Guaranteed Delivery."
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 Holder(s) or Authorized Signatory:
_______________________________________________________ Date:________________
_______________________________________________________ Date:________________
_______________________________________________________ Date:________________
If Notes will be delivered by book-entry transfer at The Depositary Trust
Company, please provide the account number:
DTC Account No. _____________________________________________
DESCRIPTION OF NOTES
OFFER PRICE PER
$1000 PRINCIPAL
AMOUNT (cannot be
NAME(s), ADDRESS(es), CERTIFICATE less than $715 or
AREA CODE AND TELEPHONE NUMBER(s) PRINCIPAL AMOUNT greater than
NUMBER OF HOLDER(s) SERIES (if available) TENDERED* $745)**
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* Unless otherwise specified, it will be assumed that the entire aggregate
principal amount represented by the Notes described above is being tendered.
** Each offer price must be in $5.00 increments between $715 and $745. Offer
price need not be specified. If no offer price is specified, the offer price
will be deemed to be $715 per $1000 principal amount tendered.
The guarantee on the next page must be completed.
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This Notice of Guaranteed Delivery must be signed by the Holder(s) of Notes
exactly as their name(s) appear on certificates for Notes or on a security
position listing as the owner of 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 Notes with this form. Notes should be sent to the Depositary
together with a properly completed and duly executed Letter of Transmittal.
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 a correspondent in the United States,
hereby (i) represents that each Holder of Notes on whose behalf this tender is
being made "own(s)" the Notes tendered hereby within the meaning of Rule 14e-4
under the Securities Exchange Act of 1934, as amended, (ii) represents that such
tender of Notes complies with such Rule 14e-4, and (iii) 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 (or facsimile thereof), together with certificates representing the
Notes tendered hereby in proper form for transfer, or confirmation of the
book-entry of such Notes into the Depositary's account at a Book-Entry Transfer
Facility (pursuant to the procedure for book-entry transfer set forth in the
Invitation under the caption "TERMS OF THE INVITATION -- Procedure for Tendering
Notes -- Book-Entry Delivery of the Notes," including delivery of an Agent's
Message in connection therewith), and required documents will be deposited by
the undersigned with the Depositary.
Name of Firm:_______________________________ __________________________________
Authorized Signature
Address:____________________________________ Name:_____________________________
____________________________________________ Title:____________________________
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