EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR THE EXCHANGE OFFER RELATING TO THE
12% NOTES DUE 2005
OF
ICON HEALTH & FITNESS, INC.
PURSUANT TO THE PROSPECTUS
DATED ___ __, 2000
As set forth in the Prospectus, dated ______ __, 2000 (as the same may be
amended from time to time, the "Prospectus"), of ICON Health & Fitness, Inc.
(the "Company") under the caption "The Exchange Offer--Guaranteed Delivery
Procedures," and in the accompanying Letter of Transmittal (the "Letter of
Transmittal" and, together with the Prospectus, the "Exchange Offer") and
Instruction 2 thereto, relating to the offer by the Company to exchange $1,000
principal amount of 12% Notes due 2005 (the "Exchange Notes") of the Company,
upon the terms and subject to the conditions of the Exchange Offer, for each
$1,000 principal amount of outstanding 12% Notes due 2005 (the Old Notes") of
the Company, this form or one substantially equivalent must be used to tender
any of the Old Notes if (i) certificates representing the Old Notes to be
tendered for purchase and payment are not lost but are not immediately
available, (ii) time will not permit a Holder's Letter of Transmittal,
certificates representing the Old Notes to be tendered and all other required
documents to reach the Exchange Agent prior to the expiration date, or (iii) the
procedures for book-entry transfer cannot be completed prior to the expiration
date. This form may be delivered by an eligible institution by mail or hand
delivery or transmitted, via manually signed facsimile, to the Exchange Agent as
set forth below.
Terms not otherwise defined herein shall have their respective meanings as
set forth in the Prospectus.
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THE EXCHANGE OFFER WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON _____ __,
2000, UNLESS EXTENDED OR TERMINATED (THE "EXPIRATION DATE").
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THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
THE BANK OF NEW YORK
BY FACSIMILE: BY OVERNIGHT DELIVERY BY HAND:
OR REGISTERED/CERTIFIED MAIL:
(212) 815-6339 The Bank of New York The Bank of New York
101 Barclay Street 101 Barclay Street
New York, New York 10286 Ground Level Corporate
Attn: Reorganization Trust Services Window
Unit-7E New York, New York 10286
Attn: Reorganization
Unit-7E
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 instruction thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.
LADIES AND GENTLEMEN:
The undersigned hereby tender(s) to the Company, upon the terms and
subject to the conditions set forth in the Prospectus and the Letter of
Transmittal, receipt of which is hereby acknowledged, the principal amount of
Old Notes set forth below pursuant to the guaranteed delivery procedures set
forth in the Prospectus under the caption "The Exchange Offer -- Guaranteed
Delivery Procedures."
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender the Old Notes.
Tenders may be withdrawn only in accordance with the procedures set forth
in the Prospectus. The undersigned understands that tenders of Old Notes
pursuant to the Exchange Offer may not be validly withdrawn after midnight, New
York City time, on ________ __, 2000.
The undersigned authorizes the Exchange Agent to deliver this Notice of
Guaranteed Delivery to the Company and the trustee under the indenture governing
the Old Notes and the Exchange Notes as evidence of the undersigned's tender of
Old Notes.
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.
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PLEASE SIGN AND COMPLETE
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Signatures of Registered Holder(s) or Date:_________________________
Authorized Signatory:
Address: _____________________
______________________________________
_____________________
______________________________________
_____________________
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Name(s) of Registered Holder(s): Area Code and Telephone No.:
______________________________________ ______________________________
______________________________________ ______________________________
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Principal Amount of Old Notes Tendered: If Old Notes will be delivered by
book-entry transfer,
complete the following:
______________________________________
Certificate No.(s) of Old Notes (if
available):
______________________________________ Depository Account No. ________
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This Notice of Guaranteed Delivery must be signed by the Holder(s) exactly as
their names appear on certificates for Old Notes or on a security position
listing as the owner of Old Notes, or by person(s) authorized to become
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):____________________________________________________________
________________________________________________________________________
________________________________________________________________________
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DO NOT SEND NOTES WITH THIS FORM. OLD NOTES SHOULD BE SENT TO THE EXCHANGE
AGENT, TOGETHER WITH A PROPERLY COMPLETED AND VALIDLY EXECUTED LETTER OF
TRANSMITTAL AND ANY OTHER RELATED DOCUMENTS.
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
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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 correspondent in the United States, hereby
guarantees that, within three New York Stock Exchange trading days from the
Expiration Date, a properly completed and duly executed Letter of Transmittal
(or a manually signed facsimile thereof), together with certificates
representing the Old Notes tendered hereby in proper form for transfer (or
confirmation of the book-entry transfer of such Old Notes into the Exchange
Agent's account at the Depositary Trust Corporation, pursuant to the procedure
for book-entry transfer set forth in the Prospectus under the caption
"Book-Entry; Delivery and Form"), and any other required documents will be
deposited by the undersigned with the Exchange Agent at its address set forth
above.
Name of Firm:________________________ _____________________________________
Authorized Signature
Address: ____________________________
______________________________________
Name: _______________________________
Area Code and
Telephone No.:_______________________
Title: ______________________________
Date: _______________________________
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