EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR
9 1/2% SENIOR SUBORDINATED NOTES DUE 2009
OF
SELECT MEDICAL CORPORATION
As set forth in the Prospectus dated ___________ (the "Prospectus") of
Select Medical Corporation (the "Company") and in the accompanying Letter of
Transmittal (the "Letter of Transmittal"), this form or one substantially
equivalent hereto must be used to accept the Company's offer to exchange (the
"Exchange Offer") all of its outstanding 9 1/2% Senior Subordinated Notes due
2009 (the "Existing Notes") for its 9 1/2% Senior Subordinated Notes due 2009
which have been registered under the Securities Act of 1933, as amended, if
certificates for the Existing Notes are not immediately available or if the
Existing Notes, the Letter of Transmittal or any other documents required
thereby cannot be delivered to the Exchange Agent, or the procedure for
book-entry transfer cannot be completed, prior to 5:00 P.M., New York City time,
on the Expiration Date (as defined below). This form may be delivered by an
Eligible Institution by hand or transmitted by facsimile transmission, overnight
courier or mail to the Exchange Agent as set forth below. Capitalized terms used
but not defined herein have the meaning given to them in the Prospectus.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
_____________, UNLESS THE OFFER IS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF
EXISTING NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M. ON THE EXPIRATION
DATE.
To: State Street Bank and Trust Company, N.A.
The Exchange Agent
By Mail: By Hand before 4:30 p.m.
State Street Bank and Trust Company, N.A. State Street Bank and Trust Company, N.A.
2 Avenue De Lafayette 2 Avenue De Lafayette
5th Floor 5th Floor
Boston, Massachusetts 02111-1724 Boston, Massachusetts 02111-1724
Attention: Sandy Wong Attention: Sandy Wong
By Overnight Courier and on the Expiration Date By Facsimile:
only by Hand after 4:30 p.m.: (617) 662-1545
on the Expiration Date only:
State Street Bank and Trust Company, N.A. Confirm by Telephone
2 Avenue De Lafayette (617) 662-1452
5th Floor
Boston, Massachusetts 02111-1724
Attention: Sandy Wong
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS
VIA FACSIMILE, OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID
DELIVERY.
This form is not to be used to guarantee signatures. If a signature on the
Letter of Transmittal to be used to tender Existing Notes is required to be
guaranteed by an "Eligible Institution" under the instructions thereto, such
signature guarantee must appear in the space provided therefor in the Letter of
Transmittal.
The undersigned hereby tenders to the Company, upon the terms and subject
to the conditions set forth in the Prospectus and the Letter of Transmittal
(which together constitute the "Exchange Offer"), receipt of which are hereby
acknowledged, ________________________ (fill in number of Existing Notes)
Existing Notes pursuant to the guaranteed delivery procedures set forth in the
Prospectus and Instruction 1 of the Letter of Transmittal.
The undersigned understands that tenders of Existing Notes will be
accepted only in principal amounts equal to $1,000 or integral multiples
thereof. The undersigned understands that tenders of Existing Notes pursuant to
the Exchange Offer may not be withdrawn after 5:00 p.m., New York City time, on
the Expiration Date.
All authority herein conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall survive the death, incapacity or dissolution 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.
NOTE: SIGNATURES MUST BE PROVIDED WHERE INDICATED BELOW.
Certificate No(s). for Existing Notes (if available): Name(s) of Record Holder(s):
__________________________________ ________________________________
__________________________________ ________________________________
Principal Amount of Exiting Notes: PLEASE PRINT OR TYPE
_____________________________________ Address:
________________________________
________________________________
If Existing Notes will be delivered by
book-entry transfer at the Depositor
Trust Company, Depository Account No.:
_______________________________________ Area code and Tel. No._______________
Signature(s):
___________________________________
___________________________________
Dated:________________________ , 1999
This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of Existing Notes exactly as its (their) name(s) appear(s) on the
certificate(s) for Existing Notes covered hereby or on a DTC security position
listing naming it (them) as the owner of such Existing 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, executor, administrator, guardian, attorney-in-fact, officer or other
person acting in a fiduciary or representative capacity, such person(s) must
provide the following information:
PLEASE PRINT NAME(S), TITLE(S) AND ADDRESS(ES)
Name(s):_______________________________________________________________________
Capacity(ies):_________________________________________________________________
Address(es):___________________________________________________________________
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities exchange
or of the National Association of Securities Dealers, Inc., or a commercial bank
or trust company having an office or correspondent in the United States or an
"Eligible Guarantor Institution" as defined in Rule l7Ad-15 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), hereby (a) represents
that the tender of Existing Notes effected hereby complies with Rule l4e-4 under
the Exchange Act and (b) guarantees to deliver to the Exchange Agent a
certificate or certificates representing the Existing Notes tendered hereby, in
proper form for transfer (or a confirmation of the book-entry transfer of such
Existing Notes into the Exchange Agent's account at DTC, pursuant to the
procedures for book-entry transfer set forth in the Prospectus), and a properly
completed and duly executed Letter of Transmittal (or manually signed facsimile
thereof) together with any required signatures and any other required documents,
at one of the Exchange Agent's addresses set forth above, within five New York
Stock Exchange trading days after the date of execution of this Notice of
Guaranteed Delivery.
THE UNDERSIGNED ACKNOWLEDGES THAT IT MUST DELIVER THE LETTER OF
TRANSMITTAL AND EXISTING NOTES TENDERED HEREBY TO THE EXCHANGE AGENT WITHIN THE
TIME PERIOD SPECIFIED FORTH ABOVE AND THAT ANY FAILURE TO DO SO COULD RESULT IN
FINANCIAL LOSS TO THE UNDERSIGNED.
Name of Firm:
______________________________ ______________________________________________
Authorized Signature
Address: Name:
___________________________________ _________________________________________
Zip Code Please Print or Type
Area Code
and Tel. No.:______________________________ Date: __________________________________, 1998
NOTE: DO NOT SEND EXISTING NOTES WITH THIS FORM; EXISTING NOTES SHOULD BE
SENT WITH YOUR LETTER OF TRANSMITTAL SO THAT THEY ARE RECEIVED BY THE
EXCHANGE AGENT WITHIN THE TIME PERIOD SET FORTH ABOVE.