1
EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
NUEVO GRUPO IUSACELL, S.A. DE C.V.
TENDER OF 14-1/4% SENIOR NOTES DUE 2006 IN EXCHANGE
FOR
14-1/4% SENIOR NOTES DUE 2006 WHICH HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
This form or one substantially equivalent hereto must be used by a holder to
accept the Exchange Offer of Nuevo Grupo Iusacell, S.A. de C.V., a Mexican
corporation (the "Company"), who wishes to tender 14-1/4% Senior Notes due 2006
(the "Old Notes") to the Exchange Agent pursuant to the guaranteed delivery
procedures described in "The Exchange Offer -- Guaranteed Delivery Procedures"
of the Company's Prospectus, dated [ ], 2000 (the "Prospectus") and in
Instruction 1 to the related Letter of Transmittal. Any holder who wishes to
tender Old Notes pursuant to such guaranteed delivery procedures must ensure
that the Exchange Agent receives this Notice of Guaranteed Delivery prior to the
Expiration Date (as defined below) of the Exchange Offer. Capitalized terms used
but not defined herein have the meanings ascribed to them in the Prospectus or
the Letter of Transmittal.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON [ ], 2000, OR SUCH LATER DATE AND TIME TO WHICH THE EXCHANGE
OFFER MAY BE EXTENDED BY THE COMPANY (THE "EXPIRATION DATE").
TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
The Exchange Agent for the Exchange Offer is:
The Bank of New York
By Mail: Telephone Number: By Hand or Overnight Delivery:
THE BANK OF NEW YORK --------------- THE BANK OF NEW YORK
101 Barclay Street 101 Barclay Street
New York, New York 10286 New York, New York 10286
Attn: Attn:
Facsimile Number:
---------------
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE 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 BOX ON THE LETTER OF TRANSMITTAL
FOR GUARANTEE OF SIGNATURES.
2
Ladies and Gentlemen:
The undersigned hereby tender(s) to the Company, upon the terms and subject to
the conditions set forth in the Prospectus, 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 -- Guaranteed Delivery Procedures."
Subject to and effective upon acceptance for exchange of the Old Notes tendered
herewith, the undersigned hereby sells, assigns and transfers to or upon the
order of the Company all right, title and interest in and to, and any and all
claims in respect of or arising or having arisen as a result of the
undersigned's status as a holder of, all Old Notes tendered hereby. In the event
of a termination of the Exchange Offer, the Old Notes tendered pursuant thereto
will be returned to the tendering Old Note holder promptly.
The undersigned hereby represents and warrants that the undersigned accepts the
terms and conditions of the Prospectus and the Letter of Transmittal, has full
power and authority to tender, sell, assign and transfer the Old Notes tendered
hereby and that the Company will acquire good and unencumbered title thereto,
free and clear of all liens, restrictions, charges and encumbrances and not
subject to any adverse claim. The undersigned will, upon request, execute and
deliver any additional documents deemed by the Exchange Agent or the Company to
be necessary or desirable to complete the sale, assignment and transfer of the
Old Notes tendered.
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 Holder(s) Address(es):
or Authorized Signatory: ---------------------------
---------------------------------------
- - ------------------------------------
---------------------------------------
- - ------------------------------------
Name(s) of Registered Holder(s):
Area Code and Telephone No.:
- - ------------------------------------ ---------------------------------------
Principal Amount of Notes Tendered: If Old Notes will be delivered by a
book-entry transfer, check trust company:
- - ------------------------------------
The Depository Trust Company
- - ------------------------------------
Certificate No(s). of Notes
(if available):
- - ------------------------------------ Transaction Code No:
-------------------
- - ------------------------------------ Depository Account No.:
----------------
- - --------------------------------------------------------------------------------
2
3
This Notice of Guaranteed Delivery must be signed by the registered holder(s) of
Old Notes exactly as their name(s) appear(s) on the 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, guardian, attorney-in-fact, officer of a corporation, executor,
administrator, agent or other representative, such person must provide the
following information:
Please print name(s) and address(es)
Name(s):
-------------------------------------------------------------------
-------------------------------------------------------------------
Capacity:
-------------------------------------------------------------------
-------------------------------------------------------------------
Address(es):
-------------------------------------------------------------------
-------------------------------------------------------------------
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a member of a registered national securities exchange or a
member of the National Association of Securities Dealers, Inc., or a commercial
bank or trust company having an office or correspondent in the United States
(each, an "Eligible Institution") hereby guarantees that, within three business
days from the date of this Notice of Guaranteed Delivery, a properly completed
and validly executed Letter of Transmittal (or a facsimile thereof), together
with Old Notes tendered hereby in proper form for transfer (or confirmation of
the book-entry transfer of such Old Notes into the Exchange Agent's account at a
Book-Entry Transfer Facility) and all other required documents will be deposited
by the undersigned with the Exchange Agent at one of its addresses set forth
above.
Name of Firm:
------------------------------------------------------------------
------------------------------------------------------------------
Authorized Signature
Address:
-----------------------------------------------------------------------
Name:
---------------------------------------------------------------------
---------------------------------------------------------------------
Title:
--------------------------------------------------------------------
Area Code and Telephone No.:
---------------------------------------------------
Date:
---------------------------------------------------------------------
DO NOT SEND OLD NOTES WITH THIS FORM. ACTUAL SURRENDER OF OLD NOTES MUST BE MADE
PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND VALIDLY EXECUTED
LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.
3
4
INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
1. Delivery of this Notice of Guaranteed Delivery. A properly completed
and duly executed copy of this Notice of Guaranteed Delivery and any
other documents required by this Notice of Guaranteed Delivery must be
received by the Exchange Agent at its address set forth herein prior to
the Expiration Date. The method of delivery of this Notice of
Guaranteed Delivery and any other required documents to the Exchange
Agent is at the election and sole risk of the holder, and the delivery
will be deemed made only when actually received by the Exchange Agent.
If delivery is by mail, registered mail with return receipt requested,
properly insured, is recommended. As an alternative to delivery by
mail, the holders may wish to consider using an overnight or hand
delivery service. In all cases, sufficient time should be allowed to
assure timely delivery. For a description of the guaranteed delivery
procedures, see Instruction 1 of the Letter of Transmittal.
2. Signatures of this Notice of Guaranteed Delivery. If this Notice of
Guaranteed Delivery is signed by the registered holder(s) of the Old
Notes referred to herein, the signature must correspond with the
name(s) written on the face of the Old Notes without alteration,
enlargement, or any change whatsoever. If this Notice of Guaranteed
Delivery is signed by a participant of the Book-Entry Transfer Facility
whose name appears on a security position listing as the owner of the
Old Notes, the signature must correspond with the name shown on the
security position listing as the owner of the Old Notes.
If this Notice of Guaranteed Delivery is signed by a person other than
the registered holder(s) of any Old Notes listed or a participant of
the Book-Entry Transfer Facility, this Notice of Guaranteed Delivery
must be accompanied by appropriate bond powers, signed as the name of
the registered holder(s) appears on the Old Notes or signed as the name
of the participant shown on the Book-Entry Transfer Facility's security
position listing.
If this Notice of Guaranteed Delivery is signed by a trustee, executor,
administrator, guardian attorney-in-fact officer of a corporation, or
other person acting in a fiduciary or representative capacity, such
person should so indicate when signing and submit with the Letter of
Transmittal evidence satisfactory to the Company of such person's
authority to so act.
3. Requests for assistance or additional copies, questions and requests
for assistance and requests for additional copies of the Prospectus may
be directed to the Exchange Agent at the address specified in the
Prospectus. Holders may also contact their broker, dealer, commercial
bank, trust company, or other nominee for assistance concerning the
Exchange Offer.
4