EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
OUTSTANDING UNREGISTERED 6 1/4% SENIOR NOTES DUE 2013
OF
STEWART ENTERPRISES, INC.
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 Company's (as defined below) 6 1/4% Senior Subordinated
Notes due 2013 (the "Outstanding Notes") are not immediately available, (ii)
Outstanding Notes, the Letter of Transmittal and all other required documents
cannot be delivered to U.S. Bank National Association (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 "Exchange
Offer - Guaranteed Delivery Procedures" in the Prospectus. In addition, in order
to utilize the guaranteed delivery procedure to tender Outstanding Notes
pursuant to the Exchange Offer, a completed, signed and dated Letter of
Transmittal relating to Outstanding Notes (or facsimile thereof) must also be
received by the Exchange Agent prior to 5:00 p.m., New York City time, on the
Expiration Date. Capitalized terms not defined herein have the meanings assigned
to them in the Prospectus.
THE EXCHANGE AGENT
FOR THE EXCHANGE OFFER IS:
U.S. Bank National Association
For Delivery by Mail/
Hand Delivery/Overnight Delivery:
U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107-3918
Attn: Specialized Finance Department
By Facsimile Transmission (for eligible institutions only):
(651) 495-8158
To Confirm Receipt:
(800) 934-6802
For Information Call:
(800) 934-6802
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.
Ladies and Gentlemen:
The undersigned hereby tenders to Stewart Enterprises, Inc., a Louisiana
corporation (the "Company"), upon the terms and subject to the conditions set
forth in the prospectus dated __________ ___, 2005 (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 Outstanding Notes set
forth below pursuant to the guaranteed delivery procedures set forth in the
Prospectus under the caption "Exchange Offer - Guaranteed Delivery Procedures."
The undersigned understands and acknowledges that the Exchange Offer will
expire at 5:00 p.m., New York City time, on __________ ___, 2005 unless extended
by the Company. With respect to the Exchange Offer, "Expiration Date" means such
time and date, or if the Exchange Offer is extended, the latest time and date to
which the Exchange Offer is so extended by the Company.
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.
DESCRIPTION OF OUTSTANDING NOTES TENDERED
CERTIFICATE NUMBER(S) (IF KNOWN)
OF OUTSTANDING NOTES OR ACCOUNT AGGREGATE PRINCIPAL AMOUNT PRINCIPAL
NUMBER AT THE BOOK-ENTRY REPRESENTED BY AMOUNT
TRANSFER FACILITY OUTSTANDING NOTES TENDERED
- ------------------------------- -------------------------- ---------
- ------------------------------- -------------------------- ---------
- ------------------------------- -------------------------- ---------
- ------------------------------- -------------------------- ---------
TOTAL:
PLEASE SIGN AND COMPLETE
Signature(s): ____________________________ Name(s): __________________________
__________________________________________ ___________________________________
Address: _________________________________ Capacity (full title), if signing
in a representative
__________________________________________ capacity:__________________________
(Zip Code)
Area Code and Telephone Number:
__________________________________________ Taxpayer Identification or Social
Security Number:
Dated: ___________________________________ ___________________________________
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
learning 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 either the Outstanding Notes tendered hereby in proper form for
transfer, or confirmation of the book-entry transfer of such Outstanding Notes
to the Exchange Agent's account at The Depository Trust Company, 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 three
New York Stock Exchange trading 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 Outstanding 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.
_____________________________________
(Name of Firm)
Sign here: __________________________
(Authorized Signature)
Name: _______________________________
(Please type or print)
Title: ______________________________
_____________________________________
(Area Code and Telephone Number)
_____________________________________
Dated: ________________________, 2005 _____________________________________
Address Zip Code
NOTE: DO NOT SEND CERTIFICATES FOR OUTSTANDING NOTES WITH THIS FORM.
CERTIFICATES FOR OUTSTANDING NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF
TRANSMITTAL.