EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR
JAFRA COSMETICS INTERNATIONAL, INC. AND
JAFRA COSMETICS INTERNATIONAL, S.A. DE C.V., AS THE ISSUERS
11 3/4% SENIOR SUBORDINATED NOTES DUE 2008
This form or one substantially equivalent hereto must be used to accept the
Exchange Offer of Jafra Cosmetics International, Inc. and Jafra Cosmetics
Investments, S.A. de C.V. (collectively, the "Issuers"), made pursuant to the
Prospectus, dated October , 1998 (the "Prospectus"), if certificates for the
outstanding 11 3/4% Senior Subordinated Notes Due 2008 of the Issuers (the
"Existing Notes") are not immediately available or if the procedure for book-
entry transfer cannot be completed on a timely basis or time will not permit
all required documents to reach State Street Bank and Trust Company, as
exchange agent (the "Exchange Agent") prior to 5:00 P.M., New York City time,
on the Expiration Date of the Exchange Offer. Such form may be delivered or
transmitted by facsimile transmission, mail or hand delivery to the Exchange
Agent as set forth below. In addition, in order to utilize the guaranteed
delivery procedure to tender Existing Notes pursuant to the Exchange Offer, a
completed, signed and dated Letter of Transmittal (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 are defined in
the Prospectus or the Letter of Transmittal.
Delivery To: State Street Bank and Trust Company, Exchange Agent
By Overnight Courier:
By Mail:
State Street Bank and Trust Company
State Street Bank and Trust Company Two International Place
P.O. Box 778 Boston, Massachusetts 02110
Boston, Massachusetts 02102 Attention: Corporate Trust Department
Attention: Corporate Trust Department Kellie Mullen
Kellie Mullen
By Hand: in Boston
By Hand: in New York (as Drop Agent)
State Street Bank and Trust Company
State Street Bank and Trust Company, Two International Place
N.A. Fourth Floor, Corporate Trust
61 Broadway, 15th Floor Boston, Massachusetts 02110
Corporate Trust Window
New York, New York 10006
For Information Call:
(617) 664-5587
By Facsimile Transmission
(for Eligible Institutions only):
(617) 664-5314
Attention: Corporate Trust Department
Confirm by Telephone:
(617) 664-5314
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AT SET FORTH ABOVE, WILL
NOT CONSTITUTE A VALID DELIVERY.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and conditions set forth in the Prospectus and the
accompanying Letter of Transmittal, the undersigned hereby tenders to the
Issuers the principal amount of Existing Notes set forth below pursuant to the
guaranteed delivery procedure described in "The Exchange Offer--Guaranteed
Delivery Procedures" section of the Prospectus.
Certificate Number(s) Aggregate Principal Aggregate Principal
(if known) of Existing Amount Represented Amount Tendered
Notes or Account (if less than all)*
Number at the Book-
Entry Facility
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* Unless otherwise indicated, the Holder will be deemed to have tendered the
full aggregate principal amount represented by such existing notes.
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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
X___________________________________________________ _________________________
X___________________________________________________ _________________________
Signature(s) of Owner(s) Date
or Authorized Signatory
Area Code and Telephone Number: __________________
Must be signed by the Holder(s) of Existing Notes as their name(s) appear(s)
on certificates for Existing 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 financial institution (including most banks, savings and
loan associations and brokerage houses) that is a participant in the
Securities Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Program or the Stock Exchanges Medallion Program, hereby
guarantees that the certificates representing the principal amount of Existing
Notes tendered hereby in proper form for transfer, or timely confirmation of
the book-entry transfer of such Existing Notes into the Exchange Agent's
account at The Depository Trust Company pursuant to the procedures set forth
in "The Exchange Offer-Guaranteed Delivery Procedures" section of the
Prospectus, together with any required signature guarantee and any other
documents required by the Letter of Transmittal, will be received by the
Exchange Agent at the address set forth above, no later, than three New York
Stock Exchange trading days after the Expiration Date.
____________________________________ ____________________________________
Name of Firm
Authorized Signature
____________________________________ ____________________________________
Address
Title
____________________________________ Name:_______________________________
Zip Code
(Please Type or Print)
Area Code and Tel. No.______________ Dated:______________________________
NOTE: DO NOT SEND CERTIFICATE FOR EXISTING NOTES WITH THIS FORM.
CERTIFICATES FOR EXISTING NOTES SHOULD BE SENT ONLY WITH A COPY OF YOUR
PREVIOUSLY EXECUTED LETTER OF TRANSMITTAL.
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INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
1. Delivery of this Notice of Guaranteed Delivery. A properly completed and
duly executed copy of this Notice of Guaranteed Delivery and any other
documents required by this Notice of Guaranteed Delivery must be received by
the Exchange Agent at its address set forth herein prior to 5:00 p.m., New
York City time, on the Expiration Date. The method of delivery of this Notice
of Guaranteed Delivery and any other required documents to the Exchange Agent
is at the election and risk of the Holder and the delivery will be deemed made
only when actually received by the Exchange Agent. If delivery is by mail,
registered or certified mail properly insured, with return receipt requested,
is recommended. In all cases sufficient time should be allowed to assure
timely delivery. For a description of the guaranteed delivery procedure, see
Instruction 1 of the Letter of Transmittal.
2. Signatures of this Notice of Guaranteed Delivery. If this Notice of
Guaranteed Delivery is signed by the registered Holder(s) of the Existing
Notes referred to herein, the signature must correspond with the name(s)
written on the face of the Existing Notes without alteration, enlargement, or
any change whatsoever. If this Notice of Guaranteed Delivery is signed by a
participant of the book-entry transfer facility whose name appears on a
security position listing as the owner of Existing Notes, the signature must
correspond with the name shown on the security position listing as the owner
of the Existing Notes.
If this Notice of Guaranteed Delivery is signed by a person other than the
registered Holder(s) of any Existing Notes listed or a participant of the
book-entry transfer facility, this Notice of Guaranteed Delivery must be
accompanied by appropriate bond powers, signed as the name of the registered
Holder(s) appears on the Existing Notes or signed as the name of the
participant shown on the book-entry transfer facility's security position
listing.
If this Notice of Guaranteed Delivery is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing.
3. Requests for Assistance or Additional Copies. Questions and requests for
assistance and requests for additional copies of the Prospectus may be
directed to the Exchange Agent at the address specified in the Prospectus.
Holders may also contact their broker, dealer, commercial bank, trust company,
or other nominee for assistance concerning the Exchange Offer.
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