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EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
ANY AND ALL OUTSTANDING
10 7/8% SENIOR NOTES DUE 2008
OF
CLEARVIEW CINEMA GROUP, INC.
PURSUANT TO THE EXCHANGE OFFER AND PROSPECTUS DATED NOVEMBER , 1998
This Notice of Guaranteed Delivery, or one substantially equivalent to this
form, must be used to accept the Exchange Offer (as defined below) if (i)
certificates for the 10 7/8% Senior Notes due 2008 (the "Old Notes"), of
CLEARVIEW CINEMA GROUP, INC. (the "Company") are not immediately available, (ii)
Old Notes, the Letter of Transmittal and all other required documents cannot be
delivered to The Bank of New York (the "Exchange Agent") on or prior to 5:00
P.M. New York City time, on the Expiration Date (as defined in the Prospectus
referred to below) or (iii) the procedures for delivery by book-entry transfer
cannot be completed on a timely basis. This Notice of Guaranteed Delivery may be
delivered by hand, overnight courier or mail, or transmitted by facsimile
transmission, to the Exchange Agent. See "The Exchange Offer--Guaranteed
Delivery Procedures" in the Prospectus. In addition, in order to utilize the
guaranteed delivery procedure to tender Old Notes pursuant to the Exchange
Offer, a completed, signed and dated Letter of Transmittal relating to The Old
Notes (or facsimile thereof) must also be received by the Exchange Agent within
five New York Stock Exchange, Inc. trading days after the date of execution of
this Notice of Guaranteed Delivery. Capitalized terms not defined herein have
the meanings assigned to them in the Prospectus.
The Exchange Agent for the Exchange Offer Is:
THE BANK OF NEW YORK
By Mail: By Facsimile Transmission: By Hand or Overnight Delivery:
(For Eligible Institutions Only)
The Bank of New York (212) 815-6339 The Bank of New York
101 Barclay Street 101 Barclay Street
Floor: 7 East Confirm by Telephone: New York, New York 10286
New York, New York 10286 (212) 815-2791 Attention: Ground Level
Attention: Denise Robinson, Corporate Trust Services Window
Reorganization Section
By Overnight Delivery:
The Bank of New York
101 Barclay Street
Floor: 7 East
New York, New York 10286
Attention: Denise Robinson, Reorganization Section
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 FACSIMILE
TO A NUMBER 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 IN THE SIGNATURE BOX ON THE LETTER
OF TRANSMITTAL.
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Ladies and Gentlemen:
The undersigned hereby tenders to Clearview Cinema Group, Inc., a Delaware
Corporation (the "Company"), upon the terms and subject to the conditions set
forth in the Prospectus (as the same may be amended or supplemented from time to
time, the "Prospectus") and the related Letter of Transmittal (which together
constitute the "Exchange Offer"), receipt of which is hereby acknowledged, the
aggregate 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."
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Name(s) of Registered Holder(s): _________________________________________
Aggregate Principal Amount Tendered: $ ___________________________________
Certificate No.(s) (if available): _______________________________________
(Total Principal Amount Represented by Old Notes Certificate(s)): ________
$ ________________________________________________________________________
If Old Notes will be tendered by book-entry transfer, provide the following
information:
DTC Account Number: ______________________________________________________
Date: ____________________________________________________________________
* Must be in denominations of a principal amount of $1,000 and any integral
multiple thereof.
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All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and every obligation of the undersigned
hereunder shall be binding upon the heirs personal representatives, successors
and assigns of the undersigned.
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PLEASE SIGN HERE
____________________
_________________________________________________ __________________
Signature(s) of Owner(s) or Authorized Signatory Date
Area Code and Telephone Number:
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Must be signed by the holder(s) of the Old Notes as their name(s) appear(s)
on certificates for Old 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.
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PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s): _________________________________________________________________
__________________________________________________________________________
__________________________________________________________________________
Capacity: ________________________________________________________________
Address(es): _____________________________________________________________
__________________________________________________________________________
__________________________________________________________________________
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THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm or other entity identified in Rule 17Ad-15 under
the Securities Exchange Act of 1934, as amended, as an "eligible guarantor
institution," including (as such terms are defined therein): (i) a bank; (ii) a
broker, dealer, municipal securities broker, municipal securities dealer,
government securities broker, government securities dealer; (iii) a credit
union; (iv) a national securities exchange, registered securities association or
clearing agency; or (v) a savings association that is a participant in a
Securities Transfer Association recognized program (each of the foregoing being
referred to as an "Eligible Institution"), hereby guarantees to deliver to the
Exchange Agent, at one of its addresses set forth above, either the Old Notes
tendered hereby in proper form for transfer, or confirmation of the book-entry
transfer of such Old Notes to the Exchange Agent's account at The Depository
Trust Company ("DTC"), pursuant to the procedures for book-entry transfer set
forth in the Prospectus, in either case together with one or more properly
completed and duly executed Letter(s) of Transmittal (or facsimile thereof) and
any other required documents within five business days after the date of
execution of this Notice of Guaranteed Delivery.
The undersigned acknowledges that it must deliver the Letter(s) of
Transmittal and the Old Notes tendered hereby to the Exchange Agent within the
time period set forth above and that failure to do so could result in a
financial loss to the undersigned.
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_________________________________________________ _________________________________________
Name of Firm Authorized Signature
_________________________________________________ _________________________________________
Address Title
_________________________________________________ _________________________________________
Zip Code (Please Type or Print)
Area Code and Telephone No. ___________________ Dated: __________________________________
NOTE: DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. CERTIFICATES FOR
OLD NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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