1
EXHIBIT 99.02
FORM OF
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF ALL OUTSTANDING
12-1/2% SENIOR SUBORDINATED NOTES DUE 2004
(INCLUDING THOSE IN BOOK-ENTRY FORM)
IN EXCHANGE FOR
SERIES B 12-1/2% SENIOR SUBORDINATED NOTES DUE 2004
STUART ENTERTAINMENT, INC.
Registered holders of outstanding 12-1/2% Senior Subordinated Notes
due 2004 (the "Old Notes") who wish to tender their Old Notes in exchange for a
like principal amount of Series B 12-1/2% Senior Subordinated Motes due 2004
(the "New Notes"), and whose Old Notes are not immediately available or who
cannot deliver their Old Notes and Letter of Transmittal (and any other
documents required by the Letter of Transmittal) to Marine Midland Bank (the
"Exchange Agent") prior to the Expiration Date, must use this Notice of
Guaranteed Delivery or one substantially equivalent hereto to accept the
Exchange Offer of Stuart Entertainment, Inc (the "Company"), made pursuant to
the Prospectus dated __________, 1997 (the "Prospectus"). This Notice of
Guaranteed Delivery may be delivered by hand or sent by facsimile transmission
(receipt confirmed by telephone and an original delivered by guaranteed
overnight) or mail to the Exchange Agent. See "The Exchange Offer Procedures
for Tendering" in the Prospectus. Capitalized terms not used herein are
defined in the Prospectus.
The Exchange Agent for the Exchange Offer is:
MARINE MIDLAND BANK
By Mail (registered
or certified mail recommended): Marine Midland Bank
140 Broadway - A Level
Corporate Trust Operations
New York, NY 10005-1180
By Hand or Overnight Courier: Marine Midland Bank
140 Broadway - A Level
Corporate Trust Operations
New York, NY 10005-1180
By Facsimile: (212) 658-2292
Confirm by Telephone: (212) 658-5931
2
Delivery of this Notice of Guaranteed Delivery to an address other
than set forth above or transmission of instructions via a facsimile
transmission 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, such signature guarantee must appear in
the applicable space provided on the Letter of Transmittal for Guarantee of
Signatures.
Ladies and Gentlemen:
The undersigned hereby tenders the principal amount of Old Notes
indicated below, upon the terms and subject to the conditions contained in the
Prospectus dated _____________, 1997 of Stuart Entertainment, Inc. (the
"Prospectus"), receipt of which is hereby acknowledged.
Description of Securities Tendered
Name and address of
registered holder as it
appears on the Old Certificate of Number(s) of Principal Amount of Old
Notes Old Notes Tendered Notes Tended
----- ------------------ ------------
- ---------------------------------- ---------------------------------- ----------------------------------
- ---------------------------------- ---------------------------------- ----------------------------------
- ---------------------------------- ---------------------------------- ----------------------------------
- ---------------------------------- ---------------------------------- ----------------------------------
2
3
THE FOLLOWING GUARANTEE MUST BE COMPLETED
GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm that is a member of a registered national
securities exchange or a member of the National Association of Securities
Dealers, Inc. or a commercial bank or trust company having an office, branch,
agency or correspondent in the United States, hereby guarantees to deliver to
the Exchange Agent at one of its addresses set forth above, the certificates
representing the Old Notes, together with 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 within five New York Stock Exchange, Inc. trading days after the
date of execution of this Notice of Guaranteed Delivery.
- ----------------------------------- --------------------------------------
Name of Firm (Authorized Signature)
- ----------------------------------- --------------------------------------
Address Title
- ----------------------------------- --------------------------------------
(Zip Code) Name: (Please type or print)
- ----------------------------------- --------------------------------------
Area Code and Telephone Number Date
NOTE: DO NOT SEND CERTIFICATES WITH THIS NOTICE OF
GUARANTEED DELIVERY. CERTIFICATES SHOULD BE SENT
WITH YOUR LETTER OF TRANSMITTAL.