EXHIBIT 99.02
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF ALL OUTSTANDING
11% SENIOR NOTES DUE 2006 IN EXCHANGE FOR
NEW 11% SENIOR NOTES DUE 2006
OF
G+G RETAIL, INC.
Registered holders of G+G Retail, Inc.'s (the "Company") outstanding 11%
Senior Notes due 2006 (the "Outstanding Notes"), who wish to tender their
Outstanding Notes in exchange for a like principal amount of new 11% Senior
Notes due 2006 of the Company (the "Exchange Notes"), and whose Outstanding
Notes are not immediately available or who cannot deliver their Outstanding
Notes and Letter of Transmittal (and any other documents required by the Letter
of Transmittal) to U.S. Bank Trust National Association (the "Exchange Agent")
prior to 5:00 p.m., New York City time, on , 1999, unless extended (the
"Expiration Date"), may use this Notice of Guaranteed Delivery or one
substantially equivalent hereto.
This Notice of Guaranteed Delivery may be delivered by hand or sent by
facsimile transmission (receipt confirmed by telephone and an original
delivered by guaranteed overnight courier) or mail to the Exchange Agent as set
forth below. See "The Exchange Offer--Procedures for Tendering" in the
Prospectus dated , 1999 of the Company (the "Prospectus"). Capitalized
terms not defined herein shall have the meanings ascribed to them in the
Prospectus.
THE EXCHANGE OFFER (THE "EXCHANGE OFFER") WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON , 1999, UNLESS EXTENDED.
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
U.S. BANK TRUST NATIONAL ASSOCIATION
By Hand Delivery:
By Mail:
U.S. Bank Trust National U.S. Bank Trust National Association
Association. P.O. Box 64485
St. Paul, Minnesota 55164-9549
Fourth Floor--Bond Drop Window Attn: Specialized Finance
180 East 5th Street
St. Paul, Minnesota 55101 By Facsimile:
Attn: Specialized Finance U.S. Bank Trust National Association
By Overnight Courier:
(651) 244-1537
U.S. Bank Trust National Association
Confirm by Telephone:
Fourth Floor--Bond Drop Window
180 East 5th Street (651) 244-4512
St. Paul, Minnesota 55101
Attn: Specialized Finance
Delivery of this Notice of Guaranteed Delivery to an address other than as
set forth above or transmission via a facsimile transmission to a number other
than as set forth above will not constitute a valid delivery.
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This Notice of Guaranteed Delivery is not to be used to guarantee signatures.
If a signature on a Letter of Transmittal is required to be guaranteed by an
eligible institution (as defined in the Letter of Transmittal), such signature
guarantee must appear in the applicable space provided on the Letter of
Transmittal for guarantee of signatures.
Ladies and Gentlemen:
The undersigned hereby tenders the principal amount of Outstanding Notes
indicated below, upon the terms and subject to the conditions contained in the
Prospectus, receipt of which is hereby acknowledged, and contained in
Instruction 1 of the Letter of Transmittal.
The undersigned understands that tenders of Outstanding Notes pursuant to the
Exchange Offer may not be withdrawn after 5:00 p.m., New York City time, on the
Expiration Date. Tenders of Outstanding Notes may be withdrawn if the Exchange
Offer is terminated without any such Outstanding Notes being exchanged
thereunder or as otherwise provided in the Prospectus.
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.
DESCRIPTION OF OUTSTANDING NOTES TENDERED
Certificate
Name and Address Number(s) of
of Registered Outstanding Notes Principal
Name of Holder as they Tendered (or Account Amount of
Tendering appear on the Number at Outstanding
Holder Outstanding Notes Book-Entry Facility) Notes Tendered
- --------- ----------------- -------------------- --------------
PLEASE COMPLETE AND SIGN
Name(s) of Registered Holder(s): _______________________________________________
Signature(s)*: _________________________________________________________________
Name(s) (please print): ________________________________________________________
Address: _______________________________________________________________________
________________________________________________________________________________
Telephone Number:_______________________________________________________________
Date: __________________________________________________________________________
If shares of Outstanding Notes will be tendered by book-entry transfer at The
Depository Trust Company ("DTC"), provide the following information:
DTC Account Number: ________________________________________________________
Date: ______________________________________________________________________
*See instructions below.
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This Notice of Guaranteed Delivery must be signed by (i) the holder(s) of
Outstanding Notes exactly as its/their name(s) appears on the
Certificate(s) for Outstanding Notes being tendered, (ii) the holder(s) of
Outstanding Notes exactly as its/their name(s) appear on a security
position listing maintained by DTC as the owner of Outstanding Notes or
(iii) person(s) authorized to become holder(s) by 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):______________________________
_______________________________
_______________________________
Note: Do not send Outstanding Notes with this form. Outstanding Notes
should be sent to the Exchange Agent together with a properly completed
and duly executed Letter of Transmittal.
THE FOLLOWING GUARANTEE MUST BE COMPLETED
GUARANTEE OF DELIVERY
(Not to be used for signature guarantee)
The undersigned, a member of a recognized signature guarantee program within
the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended, hereby guarantees to deliver to the Exchange Agent at one of its
addresses set forth above, the certificates representing the Outstanding Notes
(or a confirmation of book-entry transfer of such Outstanding Notes into the
Exchange Agent's account at the book-entry transfer facility), together with a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof), with any required signature guarantees, and any other documents
required by the Letter of Transmittal within three (3) New York Stock Exchange
trading days after the Expiration Date.
Name of Firm: __________________________________________________________________
Authorized Signature: __________________________________________________________
Name: __________________________________________________________________________
Title: _________________________________________________________________________
Address: _______________________________________________________________________
________________________________________________________________________________
Area Code and Telephone Number: ________________________________________________
Date: __________________________________________________________________________
NOTE: DO NOT SEND OUTSTANDING NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY.
OUTSTANDING NOTES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH YOUR
LETTER OF TRANSMITTAL.
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