EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
OF
11-7/8% SENIOR SUBORDINATED NOTES DUE 2008
OF
AGRILINK FOODS, INC.
This form, or one substantially equivalent hereto, must be used to
accept the Exchange Offer of Agrilink Foods, Inc. (the "Company") made pursuant
to the Prospectus, dated [ ], 1999 (the "Prospectus"), if certificates for
Initial 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 Company prior to 5:00 p.m., New York City time,
on the Expiration Date. This form may be delivered or transmitted by facsimile
transmission, mail or hand delivery to IBJ Schroder Bank & Trust Company (the
"Exchange Agent") as set forth below. Capitalized terms not defined herein are
defined in the Prospectus.
DELIVERY TO: IBJ SCHRODER BANK & TRUST COMPANY, EXCHANGE AGENT
By Mail (Registered or Certified Mail recommended): By Hand or Overnight Delivery:
IBJ Schroder Bank & Trust Company IBJ Schroder Bank & Trust Company
P.O. Box 84 One State Street
Bowling Green Station New York, New York 10004
New York, New York 10274-0084 Attention: Securities Processing Window,
Attention: Reorganization Operations Subcellar One, (SC-1)
Facsimile Transmission Number
(for Eligible Institutions only):
(212) 858-2611
Confirm by Telephone:
(212) 858-2103
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER
THAN AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE NUMBER
OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
Ladies and Gentlemen:
Upon the terms and conditions set forth in the Prospectus and the
accompanying Letter of Transmittal, the undersigned hereby tenders to the
Company the principal amount of Initial Notes specified below pursuant to the
guaranteed delivery procedures set forth under the caption "The Exchange
Offer--Guaranteed Delivery Procedures" in the Prospectus. By so tendering, the
undersigned does hereby make, at and as of the date hereof, the representations
and warranties of a tendering Holder of Initial Notes set forth in the Letter of
Transmittal. The undersigned hereby tenders the Initial Notes listed below:
Certificate Number(s) (if available) Principal Amount Tendered
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If Initial Notes will be tendered by book-entry transfer, please provide the
following information:
Name of Tendering Institution: Depository Trust Company Account Number:
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PLEASE SIGN HERE
X________________________________________________ ____________________________
Signature(s) of Owner(s) or Authorized Signatory Date
Area Code and Telephone Number: ________________________________________________
Must be signed by the holder(s) of Initial Notes as their Name(s)
appear(s) on certificates for Initial Notes or on a security position listing,
or by person(s) authorized to become registered holder(s) by endorsement 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
set forth his or her full title below.
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s): ___________________________________________________________________
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Capacity: ___________________________________________________________________
Address(es): ___________________________________________________________________
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a financial institution (including most banks, savings
and loan associations and brokerage houses) that is a participant in the
Securities Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Program or the Stock Exchanges Medallion Program, guarantees
that the certificates representing the principal amount of Initial Notes
tendered hereby in proper form for transfer, or timely confirmation of the
book-entry transfer of such Initial Notes into the Exchange Agent's account at
The Depository Trust Company pursuant to the procedures set forth in "The
Exchange Offer--Guaranteed Delivery Procedures" section of the Prospectus,
together with one or more properly completed and duly executed Letters of
Transmittal (or facsimile thereof or Agent's Message in lieu thereof), and any
required signature guarantee and any other documents required by the Letter of
Transmittal, will be received by the Exchange Agent at the address set forth
above, no later than three New York Stock Exchange trading days after the
Expiration Date.
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Name of Firm Authorized Signature
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Street Address Name (please print)
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City, State and Zip Code Title
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Area Code and Telephone Number Date
DO NOT SEND CERTIFICATES FOR INITIAL NOTES WITH THIS FORM. ACTUAL
SURRENDER OR CERTIFICATES FOR INITIAL NOTES MUST BE MADE PURSUANT TO,
AND BE ACCOMPANIED BY, THE EXECUTED LETTER OF TRANSMITTAL.
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