Exhibit 99.2
NOTICE OF GUARANTEED DELIVERY
FOR 10-3/4% SENIOR SUBORDINATED NOTES DUE 2011
OF
BURNS PHILP CAPITAL PTY LIMITED
BURNS PHILP CAPITAL (U.S.) INC.
UNCONDITIONALLY GUARANTEED ON A SENIOR SUBORDINATED BASIS BY
BURNS, PHILP & COMPANY LIMITED
AND CERTAIN OF ITS SUBSIDIARIES
As set forth in the Prospectus dated ___, 2003 (the "Prospectus") of
Burns, Philp & Company Limited, a company incorporated under the laws of
Australia, Burns Philp Capital Pty Limited, a company incorporated under the
laws of Australia (the "Australian Company") and Burns Philp Capital (U.S.)
Inc., a company incorporated under the laws of Delaware (the "U.S. Company," and
together with the Australian Company, the "Companies"), and in the Letter of
Transmittal (the "Letter of Transmittal"), this form or a form substantially
equivalent to this form must be used to accept the Exchange Offer (as defined
below) if the certificates for the outstanding 10-3/4% Senior Subordinated Notes
due 2011 (the "Old Notes") of the Companies and all other documents required by
the Letter of Transmittal cannot be delivered to the Exchange Agent by the
expiration of the Exchange Offer or compliance with book-entry transfer
procedures cannot be effected on a timely basis. Such form may be delivered by
hand or transmitted by facsimile transmission, telex or mail to the Exchange
Agent no later than the Expiration Date, and must include a signature guarantee
by an Eligible Institution as set forth below. Capitalized terms used herein but
not defined herein have the meanings ascribed thereto in the Prospectus.
TO:
WELLS FARGO BANK, NATIONAL ASSOCIATION
BY MAIL: BY HAND: BY COURIER:
WELLS FARGO BANK, WELLS FARGO BANK, WELLS FARGO BANK,
NATIONAL ASSOCIATION NATIONAL ASSOCIATION NATIONAL ASSOCIATION
707 WILSHIRE BOULEVARD 707 WILSHIRE BOULEVARD 707 WILSHIRE BOULEVARD
LOS ANGELES, CA 90017 17TH FLOOR 17TH FLOOR
LOS ANGELES, CA 90017 LOS ANGELES, CA 90017
BY FACSIMILE FOR
ELIGIBLE INSTITUTIONS:
(213) 614-3355
ATTENTION: JEANIE MAR
TO CONFIRM BY TELEPHONE:
(213) 614-3349
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE
DOES NOT CONSTITUTE A VALID DELIVERY. THE METHOD OF DELIVERY OF ALL DOCUMENTS,
INCLUDING CERTIFICATES, IS AT THE RISK OF THE HOLDER. IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
THE INSTRUCTIONS ACCOMPANYING THE LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY
BEFORE THIS NOTICE OF GUARANTEED DELIVERY IS COMPLETED.
-1-
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 instruction thereto, such
signatures must appear in the applicable space provided on the Letter of
Transmittal for Guarantee of Signature(s).
Ladies and Gentlemen:
The undersigned acknowledges receipt of the Prospectus and the related
Letter of Transmittal which describes the Companies' offer (the "Exchange
Offer") to exchange US$1,000 in principal amount of a new series of 10-3/4%
Series B Senior Subordinated Notes due 2011 (the "Exchange Notes") for each
US$1,000 in principal amount of the Old Notes.
The undersigned hereby tenders to the Companies the aggregate principal
amount of Old Notes set forth below on the terms and conditions set forth in the
Prospectus and the related Letter of Transmittal pursuant to the guaranteed
delivery procedure set forth in the "The Exchange Offer -- Procedures for
Tendering -- Guaranteed Delivery Procedures" section in the Prospectus and the
accompanying Letter of Transmittal.
The undersigned understand that no withdrawal of a tender of Old Notes may
be made on or after the Expiration Date. The undersigned understands that for a
withdrawal of a tender of Old Notes to be effective, a written notice of
withdrawal that complies with the requirements of the Exchange Offer must be
timely received by the Exchange Agent at its address specified on the cover of
this Notice of Guaranteed Delivery prior to the Expiration Date.
The undersigned understands that the exchange of Old Notes for Exchange
Notes pursuant to the Exchange Offer will be made only after timely receipt by
the Exchange Agent of (i) such Old Notes (or Book-Entry Confirmation of the
transfer of such Old Notes into the Exchange Agent's account at The Depository
Trust Company (the "Depositary" or "DTC")) and (ii) a Letter of Transmittal (or
facsimile thereof) with respect to such Old Notes, properly completed and duly
executed, with any required signature guarantees, this Notice of Guaranteed
Delivery and any other documents required by the Letter of Transmittal or a
properly transmitted Agent's Message. The term "Agent's Message" means a message
transmitted by the Depositary to, and received by, the Exchange Agent and
forming part of the confirmation of a book-entry transfer, which states that the
Depositary has received an express acknowledgment from each participant in the
Depositary tendering the Old Notes and that such participant has received the
Letter of Transmittal and agrees to be bound by the terms of the Letter of
Transmittal and the Companies may enforce such agreement against such
participant.
All authority conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall not be affected by, and 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, executors,
administrators, trustees in bankruptcy, personal and legal representatives,
successors and assigns of the undersigned.
-2-
PLEASE SIGN AND COMPLETE
Signature(s) of Registered Owner(s) or Authorized Name(s) of Registered Holder(s):
Signatory: ________________________________ _________________________________________
___________________________________________ _________________________________________
___________________________________________ _________________________________________
Principal Amount of Old Notes Tendered: Address: _________________________________
___________________________________________ _________________________________________
Certificate No(s) of Old Notes (if available): Area Code and Telephone No.: _______________
__________________________________________ If Old Notes will be delivered by book-entry transfer
at The Depository Trust Company, insert
__________________________________________
Depository Account No.: ____________________
__________________________________________
Date: ____________________________________
This Notice of Guaranteed Delivery must be signed by the registered
Holder(s) of Old Notes exactly as its (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 OLD NOTES WITH THIS FORM. OLD NOTES SHOULD BE SENT TO THE
EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF
TRANSMITTAL.
-3-
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, or otherwise an "eligible guarantor institution" within the
meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended,
hereby (a) represents that each holder of Old Notes on whose behalf this tender
is being made "own(s)" the Old Notes covered hereby within the meaning of Rule
13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), (b) represents that such tender of Old Notes complies with Rule 14e-4 of
the Exchange Act and (c) guarantees that, within three New York Stock Exchange
trading days from the expiration date of the Exchange Offer, a properly
completed and duly executed Letter of Transmittal (or a facsimile thereof),
together with certificates representing the Old Notes covered hereby in proper
form for transfer (or confirmation of the book-entry transfer of such Old Notes
into the Exchange Agent's account at The Depository Trust Company, pursuant to
the procedure for book-entry transfer set forth in the Prospectus) and required
documents will be deposited by the undersigned with the Exchange Agent.
The undersigned acknowledges that it must deliver the Letter of
Transmittal and Old Notes tendered hereby to the Exchange Agent within the time
period set forth above and the failure to do so could result in financial loss
to the undersigned.
Name of Firm: ______________________________________
____________________________________ Authorized Signature
Name:
Address:____________________________ ______________________________________
____________________________________ Title:________________________________
Area Code and Telephone No.:________ Date:_________________________________
-4-