EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY FOR
MRS. FIELDS' ORIGINAL COOKIES, INC.
This form or one substantially equivalent hereto must be used to accept the
Exchange Offer of Mrs. Fields' Original Cookies, Inc. (the "Issuer") made
pursuant to the Prospectus, dated May 16, 2000 (the "Prospectus"), if
certificates for the outstanding 10 1/8% Series A Senior Notes due 2004 of the
Issuer (the "Series A Senior Notes") or outstanding 10 1/8% Series C Senior
Notes due 2004 of the Issuer (the "Series C Senior Notes" and, together with
the Series A Senior Notes, the "Old Notes") are not immediately available or if
the procedure for book-entry transfer cannot be completed on a timely basis or
time will not permit all required documents to reach the Bank of New York, as
exchange agent (the "Exchange Agent") prior to midnight, New York City time, on
the Expiration Date of the Exchange Offer. Such form may be delivered or
transmitted by facsimile transmission, mail or hand delivery to the Exchange
Agent as set forth below. Capitalized terms not defined herein are defined in
the Prospectus.
Delivery To: The Bank of New York, Exchange Agent
By Mail or Hand Delivery or Overnight Courier:
The Bank of New York
101 Barclay Street
New York, New York 10286
Attention: Odell Romeo
By Facsimile Transmission:
(for Eligible Institutions Only)
(212) 815-6339
Confirm by Telephone:
(212) 815-6337
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF THIS INSTRUMENT VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE,
WILL NOT CONSTITUTE A VALID DELIVERY.
Ladies and Gentlemen:
Upon the terms and conditions set forth in the Prospectus, the undersigned
hereby tenders to the Issuer the principal amount of Old Notes set forth below
pursuant to the guaranteed delivery procedure described in "The Exchange
Offer--Guaranteed Delivery Procedures" section of the Prospectus.
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, an Eligible Institution (including most banks, savings and
loan associations and brokerage houses) that is a participant in the Securities
Transfer Agents Medallion Program, the New York Stock Exchange Medallion
Signature Program or the Stock Exchanges Medallion Program), hereby guarantees
that the certificates for all physically tendered Old Notes, in proper form for
transfer, or a Book-Entry Confirmation, as the case may be, together with a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof or Agent's Message in lieu thereof) with any required signature
guarantees and any other documents required by the Letter of Transmittal, will
be received by the Exchange Agent at the address set forth above, within five
New York Stock Exchange trading days after the date of execution of the Notice
of Guaranteed Delivery.
- ------------------------------------- -------------------------------------
Name of Firm Authorized Signature
- ------------------------------------- -------------------------------------
Address Title
- ------------------------------------- Name: _______________________________
Zip Code (Please Type or Print)
Dated: ______________________________
Area Code and Tel. No. ______________
NOTE: DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. CERTIFICATES FOR
OLD NOTES SHOULD BE SENT ONLY WITH A COPY OF YOUR PREVIOUSLY EXECUTED
LETTER OF TRANSMITTAL.
Principal Amount of Old Notes
Tendered:*
Series A Senior Notes:
$ ___________________________________ If Old Notes will be delivered by
Series C Senior Notes: book-entry transfer to The
$ ___________________________________ Depository Trust Company, provide
Certificate Nos. (if available): account number.
- ------------------------------------- Account Number ______________________
Total Principal Amount Represented by Old Notes Certificate(s):
$ ___________________________________
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
PLEASE SIGN HERE
X _______________________________ --------
X _______________________________ --------
Signature(s) of Owner(s) Date
or Authorized Signatory
Area Code and Telephone Number: __________________
Must be signed by the holder(s) of Old Notes as their name(s) appear(s) on
certificates for Old Notes 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):
---------------------------------------------------------------------
---------------------------------------------------------------------
---------------------------------------------------------------------
- --------
* Must be in denominations of principal amount of $1,000 and any integral
multiple thereof.