EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
ANY AND ALL OUTSTANDING
SENIOR FLOATING RATE NOTES DUE 2004
OF
SCHEIN PHARMACEUTICAL, 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) Senior Floating Rate Notes
due 2004, which have not been registered under the Securities Act of 1933, as
amended (the "Old Notes") 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--Procedures for
Tendering" 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 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:
The Bank Of New York
By Mail Facsimile Transmissions: By Hand Or Overnight
Delivery
The Bank of New York (Eligible Institutions Only) The Bank of New York
101 Barclay Street, 7E 101 Barclay Street
New York, New York 10286 (212) 815-6339 Corporate Trust Services
Attn: Reorganization Window
Section, Confirm By Telephone: Ground Level
7E; Diana Torres (212) 815-5789 New York, New York 10286
Attn: Reorganization
(Registered or Certified For Information Call: Section,
Mail Recommended) (212) 815-5789 7E; Diana Torres
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 Schein Pharmaceutical, Inc., a Delaware
corporation (the "Company") upon the terms and subject to the conditions set
forth in the Prospectus dated March , 1998 (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--Procedures for Tendering."
Signature if the Registered Owner(s) Name(s) of Registered Holder(s): ____
or Authorized Signatory:
____________________________________
____________________________________
Aggregate Amount of Old Notes Address: ____________________________
Tendered:
_____________________________________
_____________________________________
Certificate No(s). of Old Notes (if Area Code and Tel. No.: _____________
available):
_____________________________________
If Old Notes will be delivered by
book-entry at The Depository Trust
Date: _______________________________ Company, Depository Account No.: ____
This Notice of Guaranteed Delivery 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.
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s):_______________________________________________________________________
___________________________________________________________________
___________________________________________________________________
Capacity:______________________________________________________________________
Address(es):___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
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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 (the "Exchange Act"), 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 lending 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 Depositary 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.
_____________________________________ _____________________________________
Name of Firm Authorized Signature
_____________________________________ _____________________________________
Address Name
_____________________________________ _____________________________________
Zip Code Title
Area Code and Telephone No.: ________ Date: _______________________________
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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