EXHIBIT 99.3
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF ALL OUTSTANDING
$150,000,000 13% SENIOR SUBORDINATED NOTES DUE 2009
IN EXCHANGE FOR
NEW $150,000,000 13% SENIOR SUBORDINATED NOTES DUE 2009
OF
WEIGHT WATCHERS INTERNATIONAL, INC.
Registered holders of outstanding dollar-denominated 13% Senior Subordinated
Notes due 2009 (the "Old Notes") who wish to tender their Old Notes in exchange
for a like principal amount of new dollar-denominated 13% Senior Subordinated
Notes due 2009 (the "Exchange Notes") and 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 Norwest Bank
Minnesota, National Association (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 courier) or mail to the Exchange Agent. See "The
Exchange Offer--Procedures for Tendering" in the Prospectus.
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
FOR DELIVERY BY REGISTERED OR CERTIFIED FOR OVERNIGHT DELIVERY ONLY:
MAIL: Norwest Bank Minnesota,
Norwest Bank Minnesota, National Association
National Association 608 Second Avenue South
Sixth Street and Marquette Avenue Northstar East Building, 12th Floor
MAC N9303 - 121 MAC N9303 - 121
Minneapolis, MN 55479-0069 Minneapolis, MN 55479-0069
Attention: Corporate Trust Department Attention: Corporate Trust Department
BY HAND: BY FACSIMILE TRANSMISSION
Norwest Bank Minnesota, (FOR ELIGIBLE INSTITUTIONS ONLY):
National Association (612) 667-4927
608 Second Avenue South CONFIRM FACSIMILE BY TELEPHONE ONLY:
Northstar East Building, 12th Floor (612) 667-9764
Minneapolis, MN 55479-0069
Attention: Corporate Trust Department
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION 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 (as defined in the Prospectus), such
signature guarantee must appear in the applicable space provided on the Letter
of Transmittal for Guarantee of Signatures.
Ladies and Gentlemen:
The undersigned hereby tenders the principal amount of Old Notes indicated
below, upon the terms and subject to the conditions contained in the Prospectus
dated , 1999 of Weight Watchers International, Inc. (the "Prospectus"),
receipt of which is hereby acknowledged.
DESCRIPTION OF OLD NOTES TENDERED
CERTIFICATE
NAME AND NUMBER(S) OF
ADDRESS OF OLD NOTES
REGISTERED TENDERED (OR
HOLDER AS IT ACCOUNT
APPEARS ON THE NUMBER AT PRINCIPAL
OLD NOTES BOOK-ENTRY AMOUNT OLD
NAME OF TENDERING HOLDER (PLEASE PRINT) FACILITY) NOTES TENDERED
SIGN HERE
Name of Registered or Acting Holder: ___________________________________________
Signature(s): __________________________________________________________________
Name(s) (Please Print): ________________________________________________________
Address: _______________________________________________________________________
Telephone Number: ______________________________________________________________
Date: __________________________________________________________________________
IF OLD NOTES WILL BE TENDERED BY BOOK-ENTRY TRANSFER, PROVIDE THE FOLLOWING
INFORMATION:
DTC Account Number: ________________________________________________________
Date: ______________________________________________________________________
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THE FOLLOWING GUARANTEE MUST BE COMPLETED
GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member of a recognized signature guarantee medallion
program within the meaning of Rule 17Ad-15 under the Securities Exchange Act of
1934, as amended, hereby guarantees to deliver to the Exchange Agent at one of
its addresses set forth on the reverse hereof, the certificates representing the
Old Notes (or a confirmation of book-entry transfer of such Old Notes into the
Exchange Agent's account at the book-entry transfer facility), together with a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof), with any required signature guarantees, and any other documents
required by the Letter of Transmittal within three New York Stock Exchange
trading days after the Expiration Date (as defined in the Letter of
Transmittal).
Name of Firm:
(AUTHORIZED SIGNATURE)
Address: Title:
Name:
(ZIP CODE) (PLEASE TYPE OR PRINT)
Area Code and Date:
Telephone No.:
NOTE: DO NOT SEND OLD NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. OLD NOTES
SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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