EXHIBIT 99.2
FORM OF NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
OF
VIACOM INC.
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
This Notice of Guaranteed Delivery or one substantially equivalent hereto
must be used to accept the Exchange Offer (as defined herein) of Viacom Inc.,
a Delaware corporation ("Viacom"), made pursuant to the Offering Circular -
Prospectus, dated June 24, 1996 (the "Offering Circular - Prospectus"), and
the Prospectus, dated June 24, 1996, of Tele-Communications, Inc., a Delaware
corporation, by holders whose stock certificate(s) representing shares of
Class A Common Stock, $0.01 par value per share of Viacom ("Viacom Class A
Common Stock") and/or Class B Common Stock, $0.01 par value per share of
Viacom ("Viacom Class B Common Stock," and collectively with Viacom Class A
Common Stock, "Viacom Common Stock") of Viacom are not immediately available
or who cannot deliver the certificate(s) and all other required documents to
The Bank of New York (the "Exchange Agent") on or prior to the Expiration Date
(as defined in the Offering Circular - Prospectus) or who cannot complete the
procedure for book-entry transfer on a timely basis. This Notice of Guaranteed
Delivery may be delivered by hand or transmitted by telegram, facsimile
transmission or mail to the Exchange Agent. See "The Exchange Offer--
Guaranteed Delivery Procedure" in the Offering Circular - Prospectus.
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
THE BANK OF NEW YORK
By Mail: By Facsimile: By Hand or Overnight Courier:
TENDER & EXCHANGE (FOR ELIGIBLE INSTITUTIONS ONLY) TENDER & EXCHANGE
DEPARTMENT (212) 815-6213 DEPARTMENT
P.O. BOX 11248 101 BARCLAY STREET
CHURCH STREET STATION RECEIVE AND DELIVER WINDOW
NEW YORK, NY 10286-1248 NEW YORK, NY 10286
Confirmation of Facsimile
Transmission ONLY:
(800) 361-9781
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION TO
A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
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" 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:
Upon the terms and subject to the conditions set forth in the Offering
Circular - Prospectus, dated June 24, 1996 (the "Offering Circular -
Prospectus"), the Prospectus, dated June 24, 1996, of Tele-Communications,
Inc., a Delaware corporation, and the related Letter of Transmittal (which
together constitute the "Exchange Offer"), the receipt of which is hereby
acknowledged, the undersigned hereby tenders to Viacom Inc., a Delaware
corporation ("Viacom"), the number of shares of Class A Common Stock, $0.01
par value per share of Viacom ("Viacom Class A Common Stock"), and/or Class B
Common Stock, $0.01 par value per share of Viacom ("Viacom Class B Common
Stock," and collectively with Viacom Class A Common Stock, "Viacom Common
Stock"), of Viacom set forth below, at the Exchange Ratio (as defined in the
Offering Circular - Prospectus) indicated in this Notice of Guaranteed
Delivery, pursuant to the guaranteed delivery procedure set forth in "The
Exchange Offer--Guaranteed Delivery Procedure" in the Offering Circular -
Prospectus.
Holders of Viacom Common Stock will receive that fraction of a share of VII
Cable Class A Common Stock designated by such holders, or such greater
fraction as may be represented by the Final Exchange Ratio, for each share of
Viacom Common Stock accepted for exchange. A holder of shares of Viacom Common
Stock wishing to tender portions of his or her holdings of Viacom Common Stock
at different fractions must complete a separate letter of Transmittal for each
fraction at which he or she wishes to tender such portion of his or her shares
of Common Stock.
FRACTION OF A SHARE OF VII CABLE CLASS A COMMON STOCK AT WHICH SHARES
OF VIACOM COMMON STOCK ARE BEING TENDERED FOR EXCHANGE
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CHECK ONLY ONE BOX.
TENDERS MAY ONLY BE SUBMITTED IN INCREMENTS OF .00125.
IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED,
THERE IS NO PROPER TENDER OF SHARES OF VIACOM COMMON STOCK.
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(PLEASE TYPE OR PRINT)
Signature(s): _______________________ Number of Shares of Viacom Common
Stock Tendered:
- -------------------------------------
-------------------------------------
Name(s) of Certificate No(s). (if applicable):
Record Holders: _____________________
-------------------------------------
- -------------------------------------
-------------------------------------
Address(es): ________________________
Total Number of Shares Represented
by Viacom Common Stock
Certificate(s):
- -------------------------------------
- -------------------------------------
(Zip Code) -------------------------------------
Area Code and Tel. No(s).: IF SHARES OF VIACOM COMMON STOCK
WILL BE TENDERED BY BOOK-ENTRY
TRANSFER, CHECK ONE BOX AND PROVIDE
ACCOUNT NUMBER
- -------------------------------------
Dated: ______________________________
[_] The Depository Trust Company
[_] Midwest Securities Trust Company
[_] Philadelphia Depository Trust
Company
Account Number ______________________
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
The undersigned, a participant in the Security Transfer Agents Medallion
Program or the New York Stock Exchange Medallion Signature Guarantee Program
or the Stock Exchange Medallion Program, hereby (i) guarantees that either the
certificates representing the shares of Viacom Common Stock tendered hereby in
proper form for transfer or a confirmation of a book-entry of such shares of
Viacom Common Stock into the Exchange Agent's account at The Depository Trust
Company, the Midwest Securities Trust Company or the Philadelphia Depository
Trust Company together with a properly completed and duly executed Letter of
Transmittal (or a manually signed facsimile thereof) and any required
signature guarantees, or an Agent's Message (as defined in the Offering
Circular - Prospectus) in connection with a book-entry transfer of shares, and
any other documents required by the Letter of Transmittal will be received by
the Exchange Agent at one of its addresses set forth above, within three
American Stock Exchange, Inc. trading days after the date hereof, (ii)
represents that the holder on whose behalf this tender is being made owns the
shares of Viacom Common Stock being tendered within the meaning of Rule 14e-4
promulgated under the Securities Exchange Act of 1934, as amended ("Rule 14e-
4"), and (iii) represents that the tender of such shares of Viacom Common
Stock complies with Rule 14e-4.
- ------------------------------------- -------------------------------------
Name of Firm Authorized Signature
- ------------------------------------- -------------------------------------
Address Title
- ------------------------------------- Name: _______________________________
(Zip Code) (Please Type or Print)
- ------------------------------------- Dated: ______________________________
Area Code and Tel. No.
NOTE: DO NOT SEND CERTIFICATES FOR SHARES OF VIACOM COMMON STOCK WITH THIS
NOTICE. STOCK CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF
TRANSMITTAL.
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