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EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FIRST PALM BEACH BANCORP, INC.
OFFER TO EXCHANGE ITS
SERIES B 10.35% SENIOR DEBENTURES DUE 2002
(PRINCIPAL AMOUNT $1,000 PER SENIOR DEBENTURE)
WHICH HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED,
FOR ANY AND ALL OF ITS OUTSTANDING
SERIES A 10.35% SENIOR DEBENTURES DUE 2002
(PRINCIPAL AMOUNT $1,000 PER SENIOR DEBENTURE)
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) Series A 10.35% Senior
Debentures (the "Original Senior Debentures") are not immediately available,
(ii) Original Senior Debentures, 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 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 Original Senior Debentures" in the Prospectus. In addition, in order
to utilize the guaranteed delivery procedure to tender Original Senior
Debentures pursuant to the Exchange Offer, a completed, signed and dated Letter
of Transmittal relating to the Original Senior Debentures (or facsimile thereof)
must also be received by the Exchange Agent on or prior to 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 Registered or Certified Mail:
The Bank of New York
101 Barclay Street, 7E
New York, New York 10286
Attention: Reorganization Section
(name) ________________
Facsimile Transmissions:
(Eligible Institutions Only)
(212) 571-3080
To Confirm by telephone or
for Information:
(212) 815-6337
By Hand or Overnight Delivery:
The Bank of New York
101 Barclay Street
Corporate Trust Services Window
Ground Level
New York, New York 10286
Attention: Reorganization Section
(name) ________________
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 First Palm Beach Bancorp, Inc., a
corporation organized under the laws of the State of Delaware, upon the terms
and subject to the conditions set forth in the Prospectus dated ,
1997 (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 Original Senior Debentures set forth below pursuant to the
guaranteed delivery procedures set forth in the Prospectus under the caption
"The Exchange Offer -- Procedures for Tendering Original Senior Debentures."
Aggregate Principal Amount:(1) $
Name(s) of Registered Holder(s):
Certificate No.(s) (if available):
Total Principal Amount Represented by Original Senior Debentures Certificate(s):
$
If Original Senior Debentures will be tendered by book-entry transfer, provide
the following information:
DTC Account Number:
- ---------------
(1) Must be in denominations of a principal amount of $1,000 and any integral
multiple thereof, and not less than $100,000 aggregate principal amount.
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.
PLEASE SIGN HERE
X
SIGNATURE(S) OF OWNER(S) OR AUTHORIZED SIGNATORY
Dated:
Area Code and Telephone Number:
Must be signed by the holder(s) of the Original Senior Debentures as their
name(s) appear(s) on certificates for Original Senior Debentures 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, 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 or 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 Original
Senior Debentures tendered hereby in proper form for transfer, or confirmation
of the book-entry transfer of such Original Senior Debentures 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 three
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 Original Senior Debentures 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.
(Please Type or Print)
Name of Firm:
Address:
Zip Code:
Area Code and Telephone No.:
Authorized Signature:
Title:
Dated:
NOTE: DO NOT SEND CERTIFICATES FOR ORIGINAL SENIOR DEBENTURES WITH THIS FORM.
CERTIFICATES FOR ORIGINAL SENIOR DEBENTURES SHOULD ONLY BE SENT WITH YOUR
LETTER OF TRANSMITTAL.