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EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
WITH RESPECT TO
TRANSWESTERN PUBLISHING COMPANY LLC
TWP CAPITAL CORP. II
SERIES B 9 5/8% SENIOR SUBORDINATED NOTES DUE 2007
This form must be used by a holder of Series B 9 5/8% Senior Subordinated
Notes due 2007 (the "Series B Notes") of TransWestern Publishing Company LLC and
TWP Capital Corp. II (together, the "Company"), who wishes to tender Series B
Notes to the Exchange Agent pursuant to the guaranteed delivery procedures
described in the section of the Prospectus entitled "The Exchange
Offer -- Guaranteed Delivery Procedures," and in Instruction 2 to the related
Letter of Transmittal. Any holder who wishes to tender Series B Notes pursuant
to such guaranteed delivery procedures must ensure that the Exchange Agent
receives this Notice of Guaranteed Delivery prior to the Expiration Date of the
Exchange Offer. Capitalized terms not defined herein have the meanings ascribed
to them in the Letter of Transmittal.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
APRIL , 1999, UNLESS EXTENDED (THE "EXPIRATION DATE").
TO: WILMINGTON TRUST COMPANY
(THE "EXCHANGE AGENT")
By Registered or Certified Mail or Overnight Courier:
Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
Attn: Corporate Trust Operations
By Hand:
Wilmington Trust Company
c/o Harris Trust Co. of New York, as Agent
88 Pine Street, 19th Floor
Wall Street Plaza
New York, New York 10005
Attn: Corporate Trust Operations
By Facsimile:
(For Eligible Institutions Only)
(302) 651-1079
Confirm by telephone: (302) 651-1562 Kristin Long
DELIVERY OF THIS FORM TO AN ADDRESS, OR TRANSMISSION VIA FACSIMILE, OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE 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.
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LADIES AND GENTLEMEN:
The undersigned hereby tenders to the Company, upon the terms and subject
to the conditions set forth in the Prospectus and the related Letter of
Transmittal, receipt of which is hereby acknowledged, the principal amount at
maturity of Series B Notes set forth below pursuant to the guaranteed delivery
procedures set forth in the Prospectus and in Instruction 2 of the Letter of
Transmittal.
The undersigned hereby tenders the Series B Notes listed below:
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CERTIFICATE NUMBER(S) (IF KNOWN) OF SERIES B NOTES OR AGGREGATE PRINCIPAL AGGREGATE PRINCIPAL
ACCOUNT NUMBER AT THE BOOK-ENTRY FACILITY AMOUNT REPRESENTED AMOUNT TENDERED
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PLEASE SIGN AND COMPLETE
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Signatures of Registered Holder(s) or Date: , 1999
---------------------
Authorized Signatory: Address:
-------------------------- ---------------------------------------------
- ----------------------------------------------- ------------------------------------------------------
Area Code and Telephone No.:
- ----------------------------------------------- -------------------------
Name of Registered Holder(s):
------------------
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- -----------------------------------------------
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This Notice of Guaranteed Delivery must be signed by the Holder(s) exactly
as their name(s) appear on certificates for Series B Notes or on a security
position listing as the owner of Series B 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):
-----------------------------------
- -----------------------------------------------
- -----------------------------------------------
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GUARANTEE
(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 guarantor institution" within
the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended, guarantees that either the Series B Notes tendered hereby in proper
form for transfer (or confirmation of the book-entry transfer of such Series B
Notes into the Exchange Agent's account at Book-Entry Transfer Facility as
described in the Prospectus under the caption "The Exchange Offer -- Guaranteed
Delivery Procedures"), together with a properly completed Letter of Transmittal
(or facsimile thereof) (or, in the case of a book-entry transfer, an Agent's
Message) and any other required documents will be received by the Exchange Agent
by 5:00 p.m., New York City time, on the third New York Stock Exchange trading
day following the Expiration Date.
Name of Firm:
------------------------------ ----------------------------------------------
Authorized Signature
Address: Name:
------------------------------------- ---------------------------------------
Title:
- ---------------------------------------------- ---------------------------------------
Area Code and Telephone No.: Date: , 1999
----------------- ---------------------------------
DO NOT SEND SERIES B NOTES WITH THIS FORM. ACTUAL SURRENDER OF SERIES B NOTES
MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, AN EXECUTED LETTER OF
TRANSMITTAL.
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INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
1. Delivery of this Notice of Guaranteed 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 of this Notice of Guaranteed Delivery and any other required
documents to the Exchange Agent is at the election and sole risk of the holder,
and the delivery will be deemed made only when actually received by the Exchange
Agent. If delivery is by mail, registered mail with return receipt requested,
properly insured, is recommended. As an alternative to delivery by mail, the
holders may wish to consider using an overnight or hand delivery service. In all
cases, sufficient time should be allowed to assure timely delivery. For a
description of the guaranteed delivery procedures, see Instruction 2 of the
Letter of Transmittal.
2. Signatures on this Notice of Guaranteed Delivery. If this Notice of
Guaranteed Delivery is signed by the registered holder(s) of the Series B Notes
referred to herein, the signature must correspond with the name(s) written on
the face of the Series B Notes without alteration, enlargement, or any change
whatsoever. If this Notice of Guaranteed Delivery is signed by a participant of
the Book-Entry Transfer Facility whose name appears on a security position
listing as the owner of Series B Notes, the signature must correspond with the
name shown on the security position listing as the owner of the Series B Notes.
If this Notice of Guaranteed Delivery is signed by a person other than the
registered holder(s) of any Series B Notes listed or a participant of the
Book-Entry Transfer Facility, this Notice of Guaranteed Delivery must be
accompanied by appropriate bond powers, signed as the name of the registered
holder(s) appears on the Series B Notes or signed as the name of the participant
shown on the Book-Entry Transfer Facility's security position listing.
If this Notice of Guaranteed Delivery is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing and submit with the Letter of Transmittal evidence
satisfactory to the Company of such person's authority to so act.
3. Requests for Assistance or Additional Copies. Requests for information
and additional copies of the Prospectus may be directed to the Exchange Agent at
the address set forth on the first page of this Notice of Guaranteed Delivery.
Holders may also contact their broker, dealer, commercial bank, trust company,
or other nominee for assistance concerning the Exchange Offer.
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NOTICE OF GUARANTEED DELIVERY
WITH RESPECT TO
TRANSWESTERN PUBLISHING COMPANY LLC
TWP CAPITAL CORP. II
SERIES C 9 5/8% SENIOR SUBORDINATED NOTES DUE 2007
This form must be used by a holder of Series C 9 5/8% Senior Subordinated
Notes due 2007 (the "Series C Notes") of TransWestern Publishing Company LLC and
TWP Capital Corp. II (together, the "Company"), who wishes to tender Series C
Notes to the Exchange Agent pursuant to the guaranteed delivery procedures
described in the section of the Prospectus entitled "The Exchange
Offer -- Guaranteed Delivery Procedures," and in Instruction 2 to the related
Letter of Transmittal. Any holder who wishes to tender Series C Notes pursuant
to such guaranteed delivery procedures must ensure that the Exchange Agent
receives this Notice of Guaranteed Delivery prior to the Expiration Date of the
Exchange Offer. Capitalized terms not defined herein have the meanings ascribed
to them in the Letter of Transmittal.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
APRIL , 1999, UNLESS EXTENDED (THE "EXPIRATION DATE").
TO: WILMINGTON TRUST COMPANY
(THE "EXCHANGE AGENT")
By Registered or Certified Mail or Overnight Courier:
Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
Attn: Corporate Trust Operations
By Hand:
Wilmington Trust Company
c/o Harris Trust Co. of New York, as Agent
88 Pine Street, 19th Floor
Wall Street Plaza
New York, New York 10005
Attn: Corporate Trust Operations
By Facsimile:
(For Eligible Institutions Only)
(302) 651-1079
Confirm by telephone: (302) 651-1562 Kristin Long
DELIVERY OF THIS FORM TO AN ADDRESS, OR TRANSMISSION VIA FACSIMILE, OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE 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.
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LADIES AND GENTLEMEN:
The undersigned hereby tenders to the Company, upon the terms and subject
to the conditions set forth in the Prospectus and the related Letter of
Transmittal, receipt of which is hereby acknowledged, the principal amount at
maturity of Series C Notes set forth below pursuant to the guaranteed delivery
procedures set forth in the Prospectus and in Instruction 2 of the Letter of
Transmittal.
The undersigned hereby tenders the Series C Notes listed below:
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CERTIFICATE NUMBER(S) (IF KNOWN) OF SERIES C NOTES OR AGGREGATE PRINCIPAL AGGREGATE PRINCIPAL
ACCOUNT NUMBER AT THE BOOK-ENTRY FACILITY AMOUNT REPRESENTED AMOUNT TENDERED
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PLEASE SIGN AND COMPLETE
- --------------------------------------------------------------------------------
Signatures of Registered Holder(s) or Date: , 1999
---------------------
Authorized Signatory: Address:
-------------------------- ---------------------------------------------
- ----------------------------------------------- ------------------------------------------------------
Area Code and Telephone No.:
- ----------------------------------------------- -------------------------
Name of Registered Holder(s):
------------------
- -----------------------------------------------
- -----------------------------------------------
- --------------------------------------------------------------------------------
This Notice of Guaranteed Delivery must be signed by the Holder(s) exactly
as their name(s) appear on certificates for Series b Notes or on a security
position listing as the owner of Series b 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):
-----------------------------------
- -----------------------------------------------
- -----------------------------------------------
2
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GUARANTEE
(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 guarantor institution" within
the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended, guarantees that either the Series C Notes tendered hereby in proper
form for transfer (or confirmation of the book-entry transfer of such Series C
Notes into the Exchange Agent's account at Book-Entry Transfer Facility as
described in the Prospectus under the caption "The Exchange Offer -- Guaranteed
Delivery Procedures"), together with a properly completed Letter of Transmittal
(or facsimile thereof) (or, in the case of a book-entry transfer, an Agent's
Message) and any other required documents will be received by the Exchange Agent
by 5:00 p.m., New York City time, on the third New York Stock Exchange trading
day following the Expiration Date.
Name of Firm:
------------------------------ ----------------------------------------------
Authorized Signature
Address: Name:
------------------------------------- ---------------------------------------
Title:
- ---------------------------------------------- ---------------------------------------
Area Code and Telephone No.: Date: , 1999
----------------- --------------------------------
DO NOT SEND SERIES C NOTES WITH THIS FORM. ACTUAL SURRENDER OF SERIES C NOTES
MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, AN EXECUTED LETTER OF
TRANSMITTAL.
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INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
1. Delivery of this Notice of Guaranteed 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 of this Notice of Guaranteed Delivery and any other required
documents to the Exchange Agent is at the election and sole risk of the holder,
and the delivery will be deemed made only when actually received by the Exchange
Agent. If delivery is by mail, registered mail with return receipt requested,
properly insured, is recommended. As an alternative to delivery by mail, the
holders may wish to consider using an overnight or hand delivery service. In all
cases, sufficient time should be allowed to assure timely delivery. For a
description of the guaranteed delivery procedures, see Instruction 2 of the
Letter of Transmittal.
2. Signatures on this Notice of Guaranteed Delivery. If this Notice of
Guaranteed Delivery is signed by the registered holder(s) of the Series C Notes
referred to herein, the signature must correspond with the name(s) written on
the face of the Series C Notes without alteration, enlargement, or any change
whatsoever. If this Notice of Guaranteed Delivery is signed by a participant of
the Book-Entry Transfer Facility whose name appears on a security position
listing as the owner of Series C Notes, the signature must correspond with the
name shown on the security position listing as the owner of the Series C Notes.
If this Notice of Guaranteed Delivery is signed by a person other than the
registered holder(s) of any Series C Notes listed or a participant of the
Book-Entry Transfer Facility, this Notice of Guaranteed Delivery must be
accompanied by appropriate bond powers, signed as the name of the registered
holder(s) appears on the Series C Notes or signed as the name of the participant
shown on the Book-Entry Transfer Facility's security position listing.
If this Notice of Guaranteed Delivery is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing and submit with the Letter of Transmittal evidence
satisfactory to the Company of such person's authority to so act.
3. Requests for Assistance or Additional Copies. Requests for information
and additional copies of the Prospectus may be directed to the Exchange Agent at
the address set forth on the first page of this Notice of Guaranteed Delivery.
Holders may also contact their broker, dealer, commercial bank, trust company,
or other nominee for assistance concerning the Exchange Offer.
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