NOTICE OF GUARANTEED DELIVERY
TO TENDER FOR EXCHANGE
11 1/4% SENIOR SECURED NOTES DUE 2008, SERIES B
OF
FOUNTAIN VIEW, INC.
PURSUANT TO
PROSPECTUS DATED FEBRUARY __, 1999
This Notice of Guaranteed Delivery or a form substantially equivalent hereto
must be used to accept the offer (the "Exchange Offer") of Fountain View,
Inc., a Delaware corporation (the "Company"), to exchange $1,000 principal
amount of its 11 1/4% Senior Subordinated Notes due 2008, Series B for each
$1,000 principal amount of its outstanding 11 1/4% Senior Subordinated Notes
due 2008 (the "Outstanding Notes") if (a) certificates representing the
Outstanding Notes are not immediately available or (b) time will not permit
the Outstanding Notes and all other required documents to reach the Exchange
Agent on or prior to the Expiration Date. This form may be delivered by an
Eligible Institution (as defined) by mail or hand delivery, or transmitted via
facsimile, telegram or telex, to the Exchange Agent as set forth below. All
capitalized terms used herein but not defined herein shall have the meanings
ascribed to them in the Prospectus dated February __, 1999 (the "Prospectus").
THE EXCHANGE OFFER IS NOT BEING MADE TO (NOR WILL THE SURRENDER OF
OUTSTANDING NOTES BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS OF OUTSTANDING
NOTES IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE OF THE EXCHANGE
OFFER WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON FEBRUARY 22,
1999, UNLESS EXTENDED. TENDERS OF 11 1/4% SENIOR SUBORDINATED NOTES DUE 2008
MAY ONLY BE WITHDRAWN UNDER THE CIRCUMSTANCES DESCRIBED IN THE PROSPECTUS AND
THE LETTER OF TRANSMITTAL.
The Exchange Agent for the Exchange Offer Is:
STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A.
By Registered or Certified Mail: By Overnight Courier: By Hand before 4:30 P.M.:
State Street Bank and Trust State Street Bank and Trust State Street Bank and Trust
Company of California, N.A. Company of California, N.A. Company of California, N.A.
c/o State Street Bank and Trust Company c/o State Street Bank and Trust Company c/o State Street Bank and Trust Company
Two International Place Two International Place Two International Place
Boston, Massachusetts 02110 Boston, Massachusetts 02110 Boston, Massachusetts 02110
Attention: Kellie Mullen Attention: Kellie Mullen Attention: Kellie Mullen
By Facsimile: 617-664-5290
Confirm by Telephone to: Kellie Mullen 617-664-5587
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR
TRANSMISSION VIA FACSIMILE, TELEGRAM OR TELEX, 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 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 tender(s) to the Company, upon the terms and subject
to the conditions set forth in the Prospectus, receipt of which is hereby
acknowledged, the principal amount of Outstanding Notes set forth below,
pursuant to the guaranteed delivery procedures set forth in the Prospectus
under the caption "The Exchange Offer--Guaranteed Delivery Procedures."
Subject to and effective upon acceptance for exchange of the Outstanding
Notes tendered herewith, the undersigned hereby sells, assigns and transfers
to or upon the order of the Company all right, title and interest in and to,
and any and all claims in respect of or arising or having arisen as a result
of the undersigned's status as a holder of, all Outstanding Notes tendered
hereby. In the event of a termination of the Exchange Offer, the Outstanding
Notes tendered pursuant thereto will be returned promptly to the tendering
Outstanding Note holder.
The undersigned hereby represents and warrants that the undersigned accepts
the terms and conditions of the Prospectus and the Letter of Transmittal, has
full power and authority to tender, sell, assign and transfer the Outstanding
Notes tendered hereby and that the Company will acquire good and unencumbered
title thereto, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claim. The undersigned will, upon
request, execute and deliver any additional documents deemed by the Exchange
Agent or the Company to be necessary or desirable to complete the sale,
assignment and transfer of the Outstanding Notes tendered.
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.
PLEASE SIGN AND COMPLETE
Signature(s) of Registered
Holder(s) or
Addresses:
Authorized Signatory: ---------------------------------
--------------------------------- ---------------------------------
--------------------------------- ---------------------------------
--------------------------------- Area Code and Telephone
Name(s) of Registered Holder(s) ---------------------------------
No.: ---------------------------------
---------------------------------
---------------------------------
If Outstanding Notes will be delivered by a book-entry transfer, provide
the following information:
Principal Amount of Outstanding Notes Tendered: ___________________________
Transaction Code No.: _____________________________________________________
Certificate No(s). of Outstanding Notes (if available): ___________________
Depository Account No.: ___________________________________________________
This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of Outstanding Notes exactly as their name(s) appear(s) on the
Outstanding 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, guardian, attorney-in-
fact, officer of a corporation, executor, administrator, agent or other
representative, such person must provide the following information:
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s): __________________________________________________________________
_____________________________________________________________________
Capacity: _________________________________________________________________
_____________________________________________________________________
Address(es): ______________________________________________________________
___________________________________________________________________
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member of a registered national securities exchange
or a member of the National Association of Securities Dealers, Inc. or a
commercial bank or trust company having an office or correspondent in the
United States (each, an "Eligible Institution"), hereby guarantees that,
within three business days from the date of this Notice of Guaranteed
Delivery, a properly completed and validly executed Letter of Transmittal
(or a facsimile thereof), together with Outstanding Notes tendered hereby
in proper form for transfer (or confirmation of the book-entry transfer of
such Outstanding Notes into the Exchange Agent's account at a Book-Entry
Transfer Facility) and all other required documents will be deposited by
the undersigned with the Exchange Agent at one of its addresses set forth
above.
Name of Firm: _____________________________________________________________
Authorized Signature: _____________________________________________________
Address: __________________________________________________________________
Name: _____________________________________________________________________
Title: ____________________________________________________________________
Area Code and Telephone No.: ______________________________________________
Date: _____________________________________________________________________
DO NOT SEND OUTSTANDING NOTES WITH THIS FORM. ACTUAL SURRENDER OF NOTES
MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND
VALIDLY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS
INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
1. Delivery. A properly completed and duly executed copy of this Notice of
Guaranteed Delivery and any other documents required by this Notice of
Guaranteed Delivery must be received by the Exchange Agent at its address set
forth herein prior to the Expiration Date. The method of delivery is at the
election and sole risk of the holders and the delivery will be deemed made
only when actually received by the Exchange Agent. In all cases, sufficient
time should be allowed to assure timely delivery.
2. Requests for Assistance or Additional Copies. Questions and requests for
assistance and requests for additional copies of this document and/or the
Prospectus may be directed to the Exchange Agent at the address specified in
the Prospectus. Holders may also contact their broker, dealer, commercial
bank, trust company or other nominee for assistance concerning the Exchange
Offer.