EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR THE
OFFER TO EXCHANGE
ALL OF ITS 9 7/8% SENIOR NOTES DUE 2007
FOR
ITS 9 7/8% SERIES B SENIOR NOTES DUE 2007
WHICH HAVE BEEN REGISTERED UNDER THE
SECURITIES AND EXCHANGE ACT OF 1933
BY
IMPERIAL CREDIT INDUSTRIES, INC.
As set forth in the Prospectus dated March 31, 1997 (as the same may be
amended from time to time, the "Prospectus"), of Imperial Credit Industries,
Inc. (the "Company") under the caption "The Exchange Offer-- Procedures for
Tendering Old Notes and --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 all
of its outstanding 9 7/8% Senior Notes due 2007 (the "Old Notes") for a like
principal amount of the Company's 9 7/8% Series B Senior Notes due 2007 (the
"New Notes") which have been registered under the Securities Act of 1933, as
amended, pursuant to the Exchange Offer. If certificates for the Old Notes are
not immediately available or if the procedure for book-entry transfer cannot
be completed on a timely basis or time will not permit all required documents
to reach the Exchange Agent prior to the Expiration Date. Such form may be
delivered or transmitted by telegram, facsimile transmission, mail or hand
delivery to Chase Trust Company of California (the "Exchange Agent"). This
form may be delivered by an Eligible Institution by mail, facsimile or hand
delivery to the Exchange Agent as set forth below. All capitalized terms used
herein but not defined shall have the meanings ascribed to them in the
Prospectus.
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
APRIL 30, 1997, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERED OLD
NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME,
ON THE EXPIRATION DATE.
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THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
THE CHASE TRUST COMPANY OF CALIFORNIA
By Hand/Overnight Courier/By Mail: By Facsimile:
c/o The Chase Manhattan Bank (212) 638-7380
Attn: Mr. Carlos Estevez
55 Water Street Confirm by Telephone:
Second Floor, Room #234 (212) 638-0828
New York, New York 10041
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION 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 tenders 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--Procedures for Tendering Old
Notes and --Guaranteed Delivery Procedures."
The undersigned understands that tenders of Old Notes will be accepted only
in principal amounts equal to $1,000 or integral multiples thereof. The
undersigned understands that tenders of Old Notes pursuant to the Exchange
Offer may only be withdrawn prior to the Expiration Date and in accordance
with the procedures set forth in the Prospectus under the caption "The
Exchange Offer--Withdrawal Rights."
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.
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PLEASE SIGN AND COMPLETE
Signature(s) of Registered Owner(s) Address: ____________________________
or Authorized Signatory: ____________
_____________________________________
_____________________________________
_____________________________________
_____________________________________
Area Code and Telephone No.: ________
Name(s) of Registered Holder(s): ____
_____________________________________
_____________________________________
Total Principal Amount Represented
_____________________________________ by Book-Entry Old Note
Certificate(s): _____________________
Principal Amount of Old Notes
Tendered*: __________________________ If Old Notes will be delivered by
book-entry transfer at The
Depository Trust Company, please
provide the account number:
_____________________________________
Certificate No(s). of Old Notes (if
available): _________________________ DTC Account No.: ____________________
_____________________________________
_____________________________________
Date: _______________________________
* Must be in denominations of principal amount of $1,000 and any integral
multiple thereof.
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This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of Old Notes exactly as their name(s) appear on certificates for
Old Notes or on a security position listing as the owner of Old 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 must provide the following information.
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s): __________________________________________________________________
__________________________________________________________________
__________________________________________________________________
Capacity: __________________________________________________________________
Address(es):
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. CERTIFICATES FOR
OLD NOTES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY
COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL.
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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 (i) represents that each holder of Old Notes on
whose behalf this tender is being made "own(s)" the Old Notes tendered
hereby within the meaning of Rule 14e-4 under the Securities Exchange Act
of 1934, as amended, (ii) represents that such tender of Old Notes
complies with such Rule 14e-4, and (iii) guarantees that, within three (3)
New York Stock Exchange trading days from the date of this Notice of
Guaranteed Delivery, a properly completed and duly executed Letter of
Transmittal (or facsimile thereof), together with certificates
representing the Old Notes tendered hereby in proper form or transfer (or
confirmation of the book-entry of such Old Notes into the Depositary's
account at a Book-Entry Facility, pursuant to the procedure for book-entry
set forth in the Prospectus under the caption "The Exchange Offer--
Procedures for Tendering Old Notes and--Book-Entry Transfer," and required
documents will be deposited by the undersigned with the Depositary.
Name of Firm: _____________________ ___________________________________
Authorized Signature
Address: __________________________
Name: _____________________________
___________________________________
Title: ____________________________
Area Code and Telephone No.: ______
Date: _____________________________
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