Exhibit 99.2
NOTICE OF GUARANTEED DELIVERY
With Respect to
TENDER FOR EXCHANGE OF
8-1/2% SENIOR SUBORDINATED NOTES DUE 2007
OF
PHYSICIAN SALES & SERVICE, INC.
PURSUANT TO THE PROSPECTUS, DATED ________________, 1997.
As set forth in the Prospectus dated _____________, 1997 (as the same may
be amended from time to time, the "Prospectus") of Physician Sales & Service,
Inc. (the "Company") under the caption "The Exchange Offer--Guaranteed Delivery
Procedures," and in the accompanying Letter of Transmittal (the "Letter of
Transmittal") and Instruction 1 thereto, this form or one substantially
equivalent hereto must be used to accept the Company's offer (the "Exchange
Offer") to exchange any and all outstanding 8-1/2% Senior Subordinated Notes Due
2007 (the "Private Notes") of the Company for a like aggregate principal amount
of 8-1/2% Senior Subordinated Notes Due 2007 (the "Exchange Notes") of the
Company from the holders ("Holders") thereof if (i) certificates representing
the Private Notes to be exchanged are not immediately available or (ii) the
procedures for book-entry transfer cannot be completed prior to the Expiration
Date (as defined below). This form, properly completed and duly executed, may
be delivered by mail or hand delivery or transmitted, via facsimile, to SunTrust
Bank, Central Florida, National Association (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.
THE EXCHANGE OFFER WILL EXPIRE AT 5 P.M., NEW YORK CITY TIME, ON ____________
1997, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR
TO 5 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
The Exchange Agent for the Exchange offer is:
SUNTRUST BANK, CENTRAL FLORIDA, NA
By Registered or Certified Mail: By Facsimile By Overnight Courier:
- ------------------------------- ------------ --------------------
Transmission:
------------
SunTrust Bank, Central Florida, NA SunTrust Bank, Central Florida, NA
c/o The First National Bank of SunTrust Bank Central c/o The First National Bank of
Chicago Florida, NA Chicago
Corporate Trust Redemption Unit (407) 237-4791 Corporate Trust Securities
1 First National Plaza 9th Floor, ATTN: Theresa Hawkins 1 N State Street Teller 9th Floor
Suite 0124 Chicago, IL 60670
Chicago, IL 60670-0124 Confirm by Telephone: ATTN: Debbie Randle
ATTN: Debbie Randle Theresa Hawkins
(407) 237-4791
For Information Call:
--------------------
Theresa Hawkins
(407) 237-4791
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE 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 and the Letter of Transmittal,
receipt of which is hereby acknowledged, the principal amount of Private Notes
set forth below pursuant to the guaranteed delivery procedures set forth in the
Prospectus under the caption "The Exchange Offer -- Guaranteed Delivery
Procedures."
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
Signatures of Registered Holder(s) or Authorized
Signatory _________________________________________________________________
_________________________________________________________________
_________________________________________________________________
Name(s) of Registered Holder(s): _______________________________________________
_________________________________________________________________
_________________________________________________________________
Principal Amount of Private Notes Tendered: ____________________________________
Date: __________________________________________________________________________
Address: _______________________________________________________________________
Area Code and Telephone No.: ___________________________________________________
If Notes will be delivered by book-entry transfer, check trust company below:
[_] The Depository Trust Company
Depository Account No: _________________________________________________________
-2-
This Notice of Guaranteed Delivery must be signed by the Holder(s) exactly as
their name(s) appear on certificates for Private Notes or on a security position
listing as the owner of Private Notes, or by person(s) authorized to become
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 must provide the following information.
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s): ________________________________________________________
________________________________________________________
Capacity: ________________________________________________________
Address(es): ________________________________________________________
________________________________________________________
Do not send Private Notes with this form. Private Notes should be sent to the
Exchange Agent together with a properly completed and duly executed Letter of
Transmittal.
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 a correspondent in the United States, hereby
guarantees that, within five New York Stock Exchange trading days after the
Expiration Date, a properly completed and duly executed Letter of Transmittal
(or a facsimile thereof), together with certificates representing the Private
Notes tendered hereby in proper form for transfer or confirmation of the book-
entry transfer of such Private Notes into the Exchange Agent's account at a
Book-Entry Transfer Facility, pursuant to the procedure for book-entry transfer
set forth in the Prospectus under the caption "The Exchange Offer -- Procedures
for Tendering", and required documents will be deposited by the undersigned with
the Exchange Agent.
Name of Firm: __________________________ _____________________________
Authorized Signature
Address: __________________________ Name: _______________________
__________________________ Title: ______________________
Area Code and Telephone No. ____________ Date: ______________________
DO NOT SEND PRIVATE NOTES WITH THIS FORM. ACTUAL SURRENDER OF PRIVATE
NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND
VALIDLY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.
-3-