EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
9.25% ORIGINAL CAPITAL SECURITIES
(LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY)
OF
ONBANK CAPITAL TRUST I
FULLY AND UNCONDITIONALLY GUARANTEED BY
ONBANCORP. INC.
This Notice of Guaranteed Delivery, or one substantially equivalent to this
form, must be used to accept the Exchange Offer (as defined below) if (i)
certificates for the Trust's (as defined below) 9.25% Series A Capital
Securities (the "Original Capital Securities") are not immediately available,
(ii) Original Capital Securities, the Letter of Transmittal and all other
required documents cannot be delivered to The Bank of New York (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 a timely basis. This Notice of Guaranteed Delivery may be
delivered by hand, overnight courier or mail, or transmitted by facsimile
transmission, to the Exchange Agent. See "The Exchange Offer-Procedures for
Tendering Original Capital Securities" in the Prospectus. In addition, in order
to utilize the guaranteed delivery procedure to tender Original Capital
Securities pursuant to the Exchange Offer, a completed, signed and dated Letter
of Transmittal relating to the Original Capital Securities (or facsimile
thereof) must also be received by the Exchange Agent on or prior to the
Expiration Date. Capitalized terms not defined herein have the meanings assigned
to them in the Prospectus.
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
THE BANK OF NEW YORK
BY MAIL: FACSIMILE TRANSMISSIONS: BY HAND OR OVERNIGHT DELIVERY:
(Registered or Certified Mail (ELIGIBLE INSTITUTIONS ONLY) The Bank of New York
recommended) (212) 571-3080 101 Barclay Street
The Bank of New York TO CONFIRM BY TELEPHONE OR FOR Corporate Trust Services Window
101 Barclay Street, 7E INFORMATION CALL: Ground Level
New York, New York 10286 (212) 815-6337 New York, New York 10286
Attention: Reorganization Attention: Reorganization
Section Section
Odell Romeo Odell Romeo
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
FACSIMILE 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" under the instructions 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 tenders to OnBank Capital Trust I, a Delaware
business trust (the "Trust") and to ONBANCorp, Inc., a Delaware corporation (the
"Company"), 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 principal amount of Original 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
Original Capital Securities."
Aggregate Liquidation Amount ___________________________________________________
Name(s) of Registered Holder(s): _______________________________________________
Amount Tendered: $(1) __________________________________________________________
Certificate No.(s) (if available): _____________________________________________
(Total Liquidation Amount Represented by Original Capital Securities
Certificate(s)
$ ________________
If Original Capital Securities will be tendered by book-entry transfer, provide
the following information:
DTC Account Number: ____________________________________________________________
Date: __________________________________________________________________________
- ------------------------
(1) Must be in denominations of a Liquidation Amount of $1,000 and any
integral multiple thereof, and not less than $100,000 aggregate Liquidation
Amount.
All authority herein conferred or agreed to be 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.
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PLEASE SIGN HERE
X ______________________________________________________________________
X ______________________________________________________________________
SIGNATURE(S) OF OWNER(S) OR AUTHORIZED SIGNATORY
Date ___________________________________________________________________
Area Code and Telephone Number: ________________________________________
Must be signed by the holder(s) of the Original Capital Securities
as their name(s) appear(s) on certificates for Original Capital
Securities 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. Please print name(s) and
address(es)
(Name(s): ______________________________________________________________
Capacity: ______________________________________________________________
Address(es): ___________________________________________________________
_______________________________________________________________________
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm or other entity identified in Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended, as an "eligible
guarantor institution," including (as such terms are defined therein):
(i) a bank; (ii) a broker, dealer, municipal securities broker,
municipal securities dealer, government securities broker or government
securities dealer; (iii) a credit union; (iv) a national securities
exchange, registered securities association or clearing agency; or (v) a
savings association that is a participant in a Securities Transfer
Association recognized program (each of the foregoing being referred to
as an "Eligible Institution"), hereby guarantees to deliver to the
Exchange Agent, at one of its addresses set forth above, either the
Original Capital Securities tendered hereby in proper form for transfer,
or confirmation of the book-entry transfer of such Original Capital
Securities to the Exchange Agent's account at The Depository Trust
Company ("DTC"), 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 Letter(s) of Transmittal (or
facsimile thereof) and any other required documents within three
business days after the date of execution of this Notice of Guaranteed
Delivery.
The undersigned acknowledges that it must deliver the Letter(s) of
Transmittal and the Original Capital Securities tendered hereby 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.
(Please Type or Print)
Name of Firm: __________________________________________________________
Address: _______________________________________________________________
Zip Code _______________________________________________________________
Area Code and Telephone No. ____________________________________________
Authorized Signature ___________________________________________________
Title: _________________________________________________________________
Dated: _________________________________________________________________
NOTE: DO NOT SEND CERTIFICATES FOR ORIGINAL CAPITAL SECURITIES WITH
THIS FORM. CERTIFICATES FOR ORIGINAL CAPITAL SECURITIES SHOULD
ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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