EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
TO BE USED IN CONNECTION WITH
IMPERIAL CAPITAL TRUST I
OFFER TO EXCHANGE ITS
9.98% SERIES B CAPITAL SECURITIES
(LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY)
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR ANY AND ALL OF ITS OUTSTANDING
9.98% SERIES A CAPITAL SECURITIES
(LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY)
OF
IMPERIAL CAPITAL TRUST I
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS
WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON ________, 1997 UNLESS THE OFFER IS EXTENDED.
As set forth in the Exchange Offer (as defined below), this Notice of
Guaranteed Delivery, or one substantially equivalent to this form, must be used
to accept the Exchange Offer if (i) certificates for the Trust's (as defined
below) 9.98% Series A Capital Securities (the "Old Capital Securities") are not
immediately available, (ii) the Old Capital Securities, the Letter of
Transmittal and all other required documents cannot be delivered to The Chase
Manhattan Bank (the "Exchange Agent") on or prior to the Expiration Date (as
defined in the Prospectus referred to below) or (iii) the procedures for
delivery by book-entry transfer cannot be completed on or prior to the
Expiration Date. This Notice of Guaranteed Delivery may be delivered by hand,
overnight courier or mail, or transmitted by facsimile transmission, to the
Exchange Agent on or prior to the Expiration Date. See "The Exchange Offer -
Procedures for Tendering Old Capital Securities" in the Prospectus.
THE CHASE MANHATTAN BANK, EXCHANGE AGENT
BY MAIL, HAND OR OVERNIGHT DELIVERY:
The Chase Manhattan Bank
55 Water Street
Room 234, North Building
New York, New York 10041
Attn: Carlos Esteves
FACSIMILE TRANSMISSION
(FOR ELIGIBLE INSTITUTIONS ONLY):
(212) 638-7375
(212) 344-9367
CONFIRM BY TELEPHONE:
Carlos Esteves: (212) 638-0828
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, OR TRANSMISSION OF THIS INSTRUMENT VIA FACSIMILE 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.
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Ladies and Gentlemen:
The undersigned hereby tenders to Imperial Capital Trust I, a Delaware
statutory business trust (the "Trust"), upon the terms and subject to the
conditions set forth in the Prospectus dated , 1997 (as the same may be amended
or supplemented from time to time, the "Prospectus"), and the related Letter of
Transmittal (which together constitute the "Exchange Offer"), receipt of which
is hereby acknowledged, the aggregate liquidation amount of Old Capital
Securities set forth below pursuant to the guaranteed delivery procedures set
forth in the Prospectus under the caption "The Exchange Offer - Procedures for
Tendering Old Capital Securities."
Aggregate Liquidation Name of Registered Holder: ______________
Amount Tendered: __________________
Certificate Nos. Address: ________________________________
(if available): ___________________
_________________________________________
Area Code and Telephone Number: ___________________________
Signature: _______________________________________________________________
The undersigned understands that tenders of Old Capital Securities will
be accepted only in liquidation amounts of $100,000 and integral multiples of
$1,000 in excess thereof.
If Old Capital Securities will be tendered by book-entry transfer, provide the
following information:
DTC Account Number: ____________________________________________________________
Date: _______________ , 1997
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a financial institution (including most banks, savings
and loan associations and brokerage houses) that is a participant in the
Securities Transfer Agent Medallion Program, the New York Stock Exchange
Medallion Program or the Stock Exchange Medallion Program (an "Eligible
Institution"), hereby guarantees to deliver to the Exchange Agent, at its
address set forth above, either the Old Capital Securities tendered hereby in
proper form for transfer, or confirmation of the book-entry transfer of such Old
Capital Securities to the Exchange Agent's account at The Depository 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 Letters of Transmittal (or facsimile thereof or Agent's Message in lieu
thereof) and any other required documents within three New York Stock Exchange
trading days after the date of execution of this Notice of Guaranteed Delivery.
The undersigned acknowledges that it must deliver the Letters of
Transmittal (or facsimile thereof or Agent's Message in lieu thereof) and the
Old Capital Securities tendered hereby (or a book-entry confirmation) 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) _________________________________________________________
Title:
Address: _______________________________________________________________________
________________________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number: ________________________________________________
Date: __________________________________________________________________________
NOTE: DO NOT SEND OLD CAPITAL SECURITIES WITH THIS NOTICE
OF GUARANTEED DELIVERY. ACTUAL SURRENDER OF OLD
CAPITAL SECURITIES MUST BE MADE PURSUANT TO, AND BE
ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY
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EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED
DOCUMENTS.
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