EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR THE
OFFER TO EXCHANGE
ALL OF ITS OUTSTANDING REMARKETED PAR SECURITIES, SERIES A
FOR
ITS REMARKETED PAR SECURITIES, SERIES B
WHICH HAVE BEEN REGISTERED UNDER THE
SECURITIES AND EXCHANGE ACT OF 1933
BY
IMPERIAL CREDIT CAPITAL TRUST I
As set forth in the Prospectus dated ___________, 1997 (as the same may be
amended from time to time, the "Prospectus"), of Imperial Credit Capital Trust I
(the "Trust") under the caption "The Exchange Offer--Procedures for Tendering
Old Securities 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
Remarketed Par Securities Series A (the "Old Securities") for a like liquidation
amount of the Trust's Remarketed Par Securities, Series B (the "New Securities")
which have been registered under the Securities Act of 1933, as amended,
pursuant to the Exchange Offer. If certificates for the Old Securities 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
_______________, 1997, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERED OLD
SECURITIES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME,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.
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Ladies and Gentlemen:
The undersigned hereby tenders to the Trust upon the terms and subject to
the conditions set forth in the Prospectus and Letter of Transmittal, receipt of
which is hereby acknowledged, the liquidation amount of Old Securities set forth
below pursuant to the guaranteed delivery procedures set forth in the Prospectus
under the caption "The Exchange Offer--Procedures for Tendering Old Securities
and--Guaranteed Delivery Procedures."
The undersigned understands that tenders of Old Securities will be accepted
only in liquidation amounts equal to $1,000 or integral multiples thereof. The
undersigned understands that tenders of Old Securities 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.
PLEASE SIGN AND COMPLETE
Signature(s) of Registered Owner(s) or Address:
Authorized Signatory: ---------------------------
----------------- -----------------------------------
- -------------------------------------- -----------------------------------
- -------------------------------------- Area Code and Telephone No.:
Name(s) of Registered Holder(s): -------
------ -----------------------------------
- -------------------------------------- Total Liquidation Amount Represented
- -------------------------------------- by Book-Entry Old Note
Liquidation Amount of Old Securities Certificate(s):
Tendered*: --------------------
---------------------------- -----------------------------------
- -------------------------------------- If Old Securities will be delivered
Certificate No(s). of Old Securities by book-entry transfer at The
(if available): Depository Trust Company, please
provide the account number:
- --------------------------------------
- --------------------------------------
- -------------------------------------- DTC Account No.:
-------------------
Date:
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* Must be in denominations of liquidation 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 Securities exactly as their name(s) appear on certificates for
Old Securities or on a security position listing as the owner of Old Securities,
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):
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Capacity:
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Address(es):
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DO NOT SEND CERTIFICATES FOR OLD SECURITIES WITH THIS FORM. CERTIFICATES FOR OLD
SECURITIES 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
company having an office or a correspondent in the United States hereby (i)
represents that each holder of Old Securities on whose behalf this tender is
being made "own(s)" the Old Securities tendered hereby within the meaning of
Rule 14e-14 under the Securities Exchange Act of 1934, as amended, (ii)
represents that such tender of Old Securities complies with such Rule 14e-14,
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 Securities tendered hereby in proper form or
transfer (or confirmation of the book-entry of such Old Securities 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 Securities and--Book-Entry Transfer," and required
documents will be deposited by the undersigned with the Depositary.
Name of Authorized Signature
Firm:
Address: Name:
Title:
Area Code and Telephone No.: Date:
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