Exhibit 99.2
NOTICE OF GUARANTEED DELIVERY
TO TENDER IN RESPECT OF THE
OFFER TO EXCHANGE ANY AND ALL OUTSTANDING
7 1/8% SENIOR NOTES DUE 2003, WHICH HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT,
(INCLUDING THOSE IN BOOK-ENTRY FORM)
FOR
7 1/8% SENIOR NOTES DUE 2003, WHICH HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT,
OF
U.S. INDUSTRIES, INC.
USI AMERICAN HOLDINGS, INC.
EACH SERIES UNCONDITIONALLY GUARANTEED BY
USI ATLANTIC CORP.
PURSUANT TO THE PROSPECTUS, DATED , 1998
This form or one substantially equivalent hereto must be used to accept
the offer to exchange $1,000 principal amount of the 7 1/8% Senior Notes due
2003, (the "Registered Notes") of U.S. Industries, Inc. and USI American
Holdings, Inc. (the "Issuers"), which are registered under the Securities Act of
1933, as amended (the "Securities Act"), for each $1,000 principal amount of the
Issuer's outstanding 7 1/8% Senior Notes due 2003 (the "Old Notes"), which have
not been registered under the Securities Act, made pursuant to the Prospectus
dated _____, 1999 (the "Prospectus") and the accompanying Letter of Transmittal
(which together constitute the "Exchange Offer"), if (i) a participant ("DTC
Participant") in the Depository Trust Company ("DTC") holding Old Notes through
DTC cannot transmit its acceptance through DTC's Automated Tender Offer Program
("ATOP") prior to 5:00 p.m., New York City time, on _______, 1999, or such later
date and time to which the Exchange Offer may be extended (the "Expiration
Date"), or (ii) a holder of Old Notes (A) does not have certificates immediately
available and cannot tender prior to the Expiration Date, or (B) cannot deliver
their Old Notes, the Letter of Transmittal, or any other required documents to
the Exchange Agent prior to the Expiration Date. Such form may be delivered or
transmitted by facsimile transmission, mail or hand delivery to The First
National Bank of Chicago (the "Exchange Agent") as set forth below. Capitalized
terms used herein and not otherwise defined shall have the respective meanings
ascribed to them in the Prospectus.
THE FIRST NATIONAL BANK OF CHICAGO
Facsimile Transmission Number
(For Eligible Institutions Only)
(212) 373-1383
Confirm by Telephone:
(212) 373-1339
By Registered or Certified Mail,
By Hand or By Overnight Courier:
153 West 51st Street
New York, NY 10019
Attention:
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 A
FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID
DELIVERY.
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Ladies and Gentlemen:
The undersigned hereby tenders to U.S. Industries, Inc. a Delaware
corporation, and USI American Holdings, Inc., a Delaware corporation (the
"Issuers"), in accordance with the Issuers' offer, upon the terms and subject to
the conditions set forth in the Prospectus dated _______ , 1999 (the
"Prospectus"), and in the accompanying Letter of Transmittal, receipt of which
is hereby acknowledged, the principal amount of Old Notes set forth below,
pursuant to the guaranteed delivery procedures described in the Prospectus.
Name(s) of Record
Holder(s) or DTC Participants
(Please Type or Print)
DTC Participant Number (if applicable)
Address
Area Code & Telephone No.
Principal Amount of Old Notes Tendered: $
Certificate Number(s) for
Old Notes (if available)
Total Principal Amount
Represented by Certificate(s):
All authority herein 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.
Signature of Holder
Dated:
Must be signed by the holder(s) of the Old Notes as their names(s)
appear(s) on certificates for Old 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.
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PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s):
Capacity:
Address(es):
[_] The Depository Trust Company
(Check if Old Notes will be tendered by
book-entry transfer, including through ATOP)
Account Number
THE GUARANTY ON THE FOLLOWING PAGE MUST BE COMPLETED
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GUARANTY
(NOT TO BE USED FOR SIGNATURE GUARANTY)
The undersigned, being a member of a registered national securities
exchange or of the National Association of Securities Dealers, Inc., a
commercial bank or trust company having an office or correspondent in the United
States or an Eligible Guarantor Institution within the meaning of Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended, hereby guarantees that
the undersigned will deliver to the Exchange Agent the certificates representing
the Old Notes being tendered hereby or confirmation of book-entry transfer of
such Old Notes into the Exchange Agent's account at DTC, in proper form for
transfer, together with the Letter of Transmittal (or facsimile thereof),
properly completed and duly executed, with any required signature guaranties and
any other required documents, within three New York Stock Exchange trading days
after the Expiration Date:
Name of Firm
Address
Area Code and Telephone No.
Authorized Signature
Name
(Please Type or Print)
Title
Dated
NOTE: DO NOT SEND CERTIFICATES OF OLD NOTES WITH THIS FORM.
CERTIFICATES OF OLD NOTES SHOULD BE SENT ONLY WITH A LETTER
OF TRANSMITTAL.
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