Exhibit 99.2
TELEGROUP, INC.
NOTICE OF GUARANTEED DELIVERY
OF
10 1/2% SENIOR DISCOUNT NOTES DUE 2004
As set forth in the Prospectus, dated __, 1997 (as the same may be amended
from time to time, the "Prospectus"), of TELEGROUP, Inc. (the "Company") under
the caption ("The Exchange Offer--Guaranteed Delivery Procedures") this form or
one substantially equivalent hereto must be used to accept the Company's offer
(the "Exchange Offer") to exchange its 10 1/2% Senior Discount Notes due 2004
(the "Exchange Notes"), which have been registered under the Securities Act of
1933, as amended (the "Securities Act"), for an equal principal amount of its
10 1/2% Senior Discount Notes due 2004 (the "Old Notes"), if (i) certificates
representing the Old Notes to be exchanged are not lost but are not immediately
available or (ii) time will not permit all required documents to reach the
Exchange Agent prior to the Expiration Date. This form may be delivered by an
Eligible Institution by mail or hand delivery or transmitted, via facsimile, to
the Exchange Agent at its address set forth below not later than 5:00 p.m., New
York City time, on , 1998. All capitalized terms used herein but not defined
herein shall have the meanings ascribed to them in the Prospectus.
The Exchange Agent is:
By Registered or By Overnight Courier: By Hand:
Certified Mail:
By Facsimile:
Confirm by Telephone:
DELIVERY, OR TRANSMISSION VIA FACSIMILE, OF THIS INSTRUMENT TO AN ADDRESS OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
Ladies and Gentlemen:
The undersigned hereby tender(s) for exchange to the Company, upon the
terms and subject to the conditions set forth in the Prospectus and Letter of
Transmittal, receipt of which is hereby acknowledged, the principal amount of
Old Notes set forth below pursuant to the guaranteed delivery procedures set
forth in the Prospectus under the caption "The Exchange Offer--Guaranteed
Delivery Procedures."
The undersigned understands and acknowledges that the Exchange Offer will
expire at 5:00 p.m., New York City time, on, 1998, unless extended by the
Company. With respect to the Exchange Offer, "Expiration Date" means such time
and date, or if the Exchange Offer is extended, the latest time and date to
which the Exchange Offer is so extended by the Company.
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
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binding upon the heirs, personal representatives, executors, administrators,
successors, assigns, trustees in bankruptcy and other legal representatives of
the undersigned.
Principal Amount of Old Notes Exchanged:
$
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SIGNATURES Certificate Nos. of Old Notes
(if available)
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Signature of Owner
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Signature of Owner (if more than one)
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$
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Dated:
DELIVERED BY IF OLD NOTES WILL BE BOOK-ENTRY
TRANSFER, PROVIDE THE DEPOSITORY
Names(s): TRUST COMPANY ("DTC") ACCOUNT NO.:
- -------------------------------------
(Please Print)
Address (Include Zip Code):
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- -------------------------------------
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Area Code and Telephone No.
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Capacity (full title), if signing in a representative capacity
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Taxpayer Identification or
Social Security No.:
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GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm which is a member of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
or is a commercial bank or trust company having an office or correspondent in
the United States, or is otherwise an "eligible guaranteed institution" within
the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended, guarantees deposit with the Exchange Agent of the Letter of Transmittal
(or facsimile thereof), together with the Old Notes tendered hereby in proper
form for transfer (or confirmation of the book-entry transfer of such Old Notes
into the Exchange Agent's account at the Book-Entry Transfer Facility described
in the Prospectus under the caption "The Exchange Offer--Guaranteed Delivery
Procedures" and in the Letter of Transmittal) and any other required document,
all by 5.00 p.m., New York City time, on the third New York Stock Exchange
trading day following the Expiration Date.
Authorized Signature
Name of Firm: Name:
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Address:
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Title:
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Area Code and Telephone No.: Date:
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NOTE: DO NOT SEND OLD NOTES WITH THIS FORM. ACTUAL SURRENDER OF OLD NOTES
MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, THE LETTER OF TRANSMITTAL.
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