Exhibit 99.2
NOTICE OF GUARANTEED DELIVERY
TO TENDER FOR EXCHANGE
9.375% SENIOR NOTES DUE 2013
OF
INNOVA, S. DE R.L. DE C.V.
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 5:00 P.M., NEW YORK CITY TIME, ON MARCH 11, 2004 (THE "EXPIRATION DATE"),
UNLESS EXTENDED BY INNOVA, S. DE R.L. DE C.V.
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
THE BANK OF NEW YORK
By Registered Mail or Overnight Carrier: Facsimile Transmission: By Hand Delivery:
The Bank of New York (for eligible institutions only) The Bank of New York
Corporate Trust Operations (212) 298-1915 Corporate Trust Operations
Reorganization Unit Reorganization Unit
101 Barclay Street 101 Barclay Street
Floor 7 East Confirm by Telephone: Floor 7 East
New York, New York 10286 (212) 815-6331 New York, New York 10286
Attn: Giselle Guadalupe Attn: Giselle Guadalupe
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER
THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY
VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT
CONSTITUTE A VALID DELIVERY.
Registered holders of outstanding 9.375% Senior Notes due 2013 (the
"Outstanding Notes") who wish to tender their Outstanding Notes in exchange for
a like principal amount of 9.375% Senior Exchange Notes due 2013 (the "Exchange
Notes") may use this Notice of Guaranteed Delivery or one substantially
equivalent hereto to tender Outstanding Notes pursuant to the Exchange Offer (as
defined below) if: (1) their Outstanding Notes are not immediately available or
(2) they cannot deliver their Outstanding Notes (or a confirmation of book-entry
transfer of Outstanding Notes into the account of the Exchange Agent at The
Depository Trust Company), the Letter of Transmittal or any other documents
required by the Letter of Transmittal to the Exchange Agent prior to the
Expiration Date or (3) they cannot complete the procedure for book-entry
transfer on a timely basis.
This Notice of Guaranteed Delivery may be delivered by hand or sent by
facsimile transmission or mail to the Exchange Agent. See "The Exchange Offer --
Procedures for Tendering" in the prospectus dated February 12, 2004 (the
"Prospectus"), which together with the related Letter of Transmittal
constitutes the "Exchange Offer" of Innova, S. de R.L. de C.V.
This Notice of Guaranteed Delivery 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.
Ladies and Gentlemen:
The undersigned hereby tenders the principal amount of Outstanding
Notes indicated below pursuant to the guaranteed delivery procedures set forth
in the Prospectus and the Letter of Transmittal, upon the terms and subject to
the conditions contained in the Prospectus and the Letter of Transmittal,
receipt of which is hereby acknowledged.
PLEASE SIGN AND COMPLETE
Signature(s) of Registered Holder(s) or Authorized Signatory:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Name(s) of Registered Holder(s):________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Principal Amount of Notes Tendered*:
________________________________________________________________________________
________________________________________________________________________________
Certificate No.(s) of Notes (if available):
________________________________________________________________________________
* Must be in denominations of U.S.$10,000 of principal amount at maturity for
Rule 144A Global Notes and in denominations of U.S.$1,000 of principal amount at
maturity for Regulation S Global Notes and, in both cases, in integral multiples
of U.S.$1,000 in excess thereof.
Date:___________________________________________________________________________
Address:________________________________________________________________________
Area Code and Telephone No.:
________________________________________________________________________________
If Notes will be delivered by book-entry transfer, provide information below:
Name of Tendering
Institution: ___________________________________________________________________
Depositary
Account No. with DTC: __________________________________________________________
Transaction Code Number:________________________________________________________
This notice of guaranteed delivery must be signed by the holder(s) exactly as
their name(s) appear(s) on certificate(s) for notes or on a security position
listing as the owner of notes, or by person(s) authorized to become 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):____________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
2
DO NOT SEND NOTES WITH THIS FORM. NOTES SHOULD BE SENT TO THE EXCHANGE
AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL
OR PROPERLY TRANSMITTED AGENT'S MESSAGE.
THE GUARANTEE BELOW MUST BE COMPLETED
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, an "eligible guarantor institution" within the meaning of
Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended,
hereby guarantees that the notes to be tendered hereby are in proper form for
transfer (pursuant to the procedures set forth in the prospectus under "The
Exchange Offer -- Guaranteed Delivery Procedures"), and that the exchange agent
will receive (a) such notes, or a book-entry confirmation of the transfer of
such notes into the exchange agent's account at The Depository Trust Company,
and (b) a properly completed and duly executed letter of transmittal (or
facsimile thereof) with any required signature guarantees and any other
documents required by the letter of transmittal, or a properly transmitted
agent's message, within three New York Stock Exchange, Inc. trading days after
the date of execution hereof.
The eligible guarantor institution that completes this form must
communicate the guarantee to the exchange agent and must deliver the letter of
transmittal, or a properly transmitted agent's message, and notes, or a
book-entry confirmation in the case of a book-entry transfer, to the exchange
agent within the time period described above. Failure to do so could result in a
financial loss to such eligible guarantor institution.
Name of Firm:___________________________________________________________________
Authorized Signature:___________________________________________________________
Title:__________________________________________________________________________
Address:________________________________________________________________________
(Zip Code)
Area Code and Telephone Number:_________________________________________________
Dated: ________________
3