EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF ALL OUTSTANDING
9 1/2% SENIOR SUBORDINATED NOTES DUE 2009
IN EXCHANGE FOR
9 1/2% SENIOR SUBORDINATED NOTES DUE 2009
OF
AMERICAN CELLULAR CORPORATION
Registered holders of outstanding 9 1/2% Senior Subordinated Notes Due 2009
(the "Old Notes") of American Cellular Corporation ("American") who wish to
tender their Old Notes in exchange for a like principal amount of 9 1/2% Senior
Subordinated Notes Due 2009 (the "New Notes") of American and, in each case,
whose Old Notes are not immediately available or who cannot deliver their Old
Notes and Letter of Transmittal (and any other documents required by the Letter
of Transmittal) to United States Trust Company of New York (the "Exchange
Agent"), prior to the Expiration Date, may 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 (receipt
confirmed by telephone and an original delivered by guaranteed overnight
delivery) or mail to the Exchange Agent. See "The Exchange Offer--Terms of the
Exchange Offer-- Guaranteed Delivery Procedures" in the Prospectus.
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
UNITED STATES TRUST COMPANY OF NEW YORK
BY OVERNIGHT COURIER AND BY
BY MAIL: HAND DELIVERY AFTER 4:30 P.M.: BY HAND DELIVERY TO 4:30 P.M.: BY FACSIMILE:
United States Trust United States Trust United States Trust (646) 458-8111
Company of New York Company of New York Company of New York or
P.O. Box 84 Corporate Trust 30 Broad Street, B-Level (646) 458-8104
Bowling Green Station Operations New York, NY 10004-2304 (For Eligible
New York, NY 10274-0084 Department Attention: Corporate Institutions
Attention: Corporate 30 Broad Street-14th Floor Trust Services Only)
Trust Services New York, NY 10004-2304
(registered or certified CONFIRM BY TELEPHONE:
mail recommended) (800) 548-6565
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, such signature guarantee must appear in
the applicable space provided on the Letter of Transmittal for Guarantee of
Signatures.
Ladies & Gentlemen:
The undersigned hereby tender(s) to American upon the terms and subject to
the conditions set forth in the Exchange Offer and the Letter of Transmittal,
receipt of which is hereby acknowledged, the aggregate principal amount of Old
Notes set forth below pursuant to the guaranteed delivery procedures set forth
in the Prospectus.
The undersigned understands that tenders of Old Notes pursuant to the
Exchange Offer may not be withdrawn after 5:00 p.m., New York City time on the
Expiration Date. Tenders of Old Notes may also be withdrawn if the Exchange
Offer is terminated without any such Old Notes being exchanged thereunder or as
otherwise provided in the Prospectus.
All authority herein conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall survive the death, bankruptcy 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 Registered Owner(s) or Name(s) of Registered Holder(s):
Authorized Signatory: --------------------------------------------
- -------------------------------------------- --------------------------------------------
- -------------------------------------------- --------------------------------------------
Principal Amount of Old Notes Tendered: Address:
- -------------------------------------------- --------------------------------------------
Certificate No(s). of Old Notes Area Code and Telephone No.:
(if available): --------------------------------------------
- -------------------------------------------- Date: , 2001
- --------------------------------------------
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This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of Old Notes exactly as its (their) name(s) appear on certificates
for Old Notes or on a security position listing the owners of Old 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 OLD NOTES WITH THIS FORM. OLD NOTES SHOULD BE SENT TO THE
EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF
TRANSMITTAL.
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, an eligible guarantor institution which is a member of one
of the following signature guarantee programs (an "Eligible Institution"):
(i) The Securities Transfer Agents Medallion Program (STAMP), (ii) The New York
Stock Exchange Medallion Signature Program (MSF), or (iii) The Stock Exchange
Medallion Program (SEMP), hereby (a) represents that each holder of Old Notes on
whose behalf this tender is being made "own(s)" the Old Notes covered hereby
within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as
amended, (b) represents that such tender of Old Notes complies with such
Rule 14e-4, and (c) 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 a facsimile thereof),
together with certificates representing the Old Notes covered hereby in proper
form for transfer and required documents will be deposited by the undersigned
with the Exchange Agent.
THE UNDERSIGNED ACKNOWLEDGES THAT IT MUST DELIVER THE LETTER OF TRANSMITTAL
AND OLD NOTES TENDERED HEREBY TO THE EXCHANGE AGENT WITHIN THE TIME SET FORTH
ABOVE AND THAT FAILURE TO DO SO COULD RESULT IN FINANCIAL LOSS TO THE
UNDERSIGNED.
Name of
Firm: ------------------------------------------------------
Address: ---------------------------------------------------
Area Code and Telephone
No.: -------------------------------------------------------
- --------------------------------------------
Authorized Signature:
Name: ---------------------------------------
Title: --------------------------------------
Date:, 2001
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