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EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
for
$ 75,000,000 11% SENIOR NOTES DUE 2004
of
SPANISH BROADCASTING SYSTEM, INC.
As set forth in the Prospectus, dated ________, 1997 (the
"Prospectus"), of Spanish Broadcasting System, Inc. (the "Company") and in the
accompanying Letter of Transmittal and instructions thereto (the "Letter of
Transmittal"), holders who wish to tender their 11% Senior Notes due 2004,
Series A (the "Series A Notes") and (i) whose Series A Notes are not immediately
available, or (ii) who cannot deliver their Series A Notes, the Letter of
Transmittal or any other required documents to the Exchange Agent prior to the
Expiration Date (as hereinafter defined), may effect a tender if: (1) The tender
is made through an Eligible Institution; (2) prior to the Expiration Date, the
Exchange Agent receives from such Eligible Institution this properly completed
and duly executed Notice of Guaranteed Delivery (by mail, hand delivery or
facsimile transmission) setting forth the name and address of the holder, the
certificate number(s) of such Series A Notes and the principal amount of the
Series A Notes being tendered, stating that the tender is being made thereby and
guaranteeing that, within five business days after the Expiration Date, the
Letter of Transmittal together with the certificate(s) representing the Series A
Notes (or a Book- Entry Confirmation) and any other documents required by the
applicable Letter of Transmittal will be delivered by the Eligible Institution
to the Exchange Agent; and (3) such properly completed and executed Letter of
Transmittal, as well as the certificate(s) representing all tendered Series A
Notes in proper form for transfer (or a Book-Entry Confirmation) and all other
documents required by the applicable Letter of Transmittal are received by the
Exchange Agent within five business days after the Expiration Date. This form
may be delivered by an Eligible Institution by mail or hand delivery or
transmitted, via telegram, telex or facsimile, to the Exchange Agent as set
forth below. All capitalized terms used herein but not defined herein shall have
the meanings ascribed to them in the Prospectus.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON __________,
1997 UNLESS THE OFFER IS EXTENDED BY THE COMPANY IN ITS SOLE DISCRETION (THE
"EXPIRATION DATE"). TENDERS OF SERIES A NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR
TO 5:00 P.M. ON THE EXPIRATION DATE.
EXCHANGE AGENT: IBJ SCHRODER BANK & TRUST COMPANY
By Overnight Courier: By Mail: By Hand:
(insured or registered recommended)
IBJ Schroder Bank & Trust Company IBJ Schroder Bank & Trust Company IBJ Schroder Bank & Trust Company
One State Street P.O. Box 84 One State Street
New York, NY 10004 Bowling Green Station New York, NY 10004
Attn: Securities Processing Window, New York, NY 10274-0084 Attn: Securities Processing Window,
Subcellar One (SC-1) Attn: Reorganization Operations Department Subcellar One (SC-1)
FACSIMILE
(212) 858-2611
TELEPHONE
(212) 858-2103
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION VIA
TELEGRAM, TELEX OR FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE
A VALID DELIVERY.
This form 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.
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Ladies and Gentlemen:
The undersigned hereby tender(s) to the Company, upon the terms and
subject to the conditions set forth in the Exchange Offer and the Letter of
Transmittal, receipt of which is hereby acknowledged, the aggregate principal
amount of Series A Notes set forth below pursuant to the guaranteed delivery
procedures set forth in the Prospectus.
The undersigned understands that tenders of Series A Notes pursuant to
the Exchange Offer may not be withdrawn after 5:00 p.m., New York City time, on
the Expiration Date. Tenders of Series A Notes may also be withdrawn if the
Exchange Offer is terminated without any such Series A Notes being exchanged
thereunder or as otherwise provided in the Prospectus.
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 COMPLETE AND SIGN
Signature(s) of Registered Owner(s) or Authorized Name(s) of Registered Holder(s):_________________
_________________________________________________
_________________________________________________
Signatory:__________________________________________
____________________________________________________ Address:_________________________________________
____________________________________________________ _________________________________________________
Principal Amount of Series A Notes tendered: Area Code and Telephone No.:_____________________
____________________________________________________
Certificate No(s). of Series A Notes (if available): If Series A 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
Series A Notes exactly as its (their) name(s) appear on certificates for Series
A Notes or on a security position listing as the owner of Series A 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 Series A Notes with this form. Series A Notes should be sent to the
Exchange Agent together with a properly completed and duly executed Letter of
Transmittal.
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GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a participant in a recognized signature guarantee
medallion program within the meaning of Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), hereby (a) represents
that each holder of Series A Notes on whose behalf this tender is being made
"own(s)" the Series A Notes covered hereby within the meaning of Rule 14e-4
under the Exchange Act of 1934, as amended, (b) represents that such tender of
Series A Notes complies with such Rule 14e-4, and (c) guarantees that, within
five New York Stock Exchange trading days from the date of this Notice of
Guaranteed Delivery, a properly completed and duly executed Letter of
Transmittal (or a facsimile thereof), together with certificates representing
the Series A Notes covered hereby in proper form for transfer (or confirmation
of the book-entry transfer of such Series A 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 Series A Notes tendered hereby to the Exchange Agent within the
time period set forth above and that failure to do so could result in financial
loss to the undersigned.
Name of Firm:______________________________________ _________________________________________
Authorized Signature
Address:___________________________________________ Name:______________________________________
___________________________________________________ Title:_____________________________________
Area Code and Telephone No.:_______________________ Date:______________________________________
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