EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
CINEMARK USA, INC.
OFFER TO EXCHANGE UP TO $360,000,000 OF ITS 9% SENIOR SUBORDINATED NOTES DUE
2013
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
FOR ANY AND ALL OF ITS OUTSTANDING 9% SENIOR SUBORDINATED NOTES DUE 2013 THAT
WERE ISSUED ON FEBRUARY 11, 2003 AND MARCH 7, 2003 IN TRANSACTIONS EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT
Pursuant to the Prospectus dated , 2003
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 9% Senior Subordinated Notes due 2013, $150
million of which was issued in a private offering on February 11, 2003 and $210
million of which was issued in a private offering on May 7, 2003 (collectively,
the "Existing 9% Notes") are not immediately available, (ii) Existing 9% Notes,
the Letter of Transmittal and all other required documents cannot be delivered
to The Bank of New York Trust Company of Florida, N.A. (the "Exchange Agent") on
or prior to the Expiration Date 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 Existing 9% Notes" in the Prospectus. In
addition, in order to utilize the guaranteed delivery procedure to tender
Existing 9% Notes pursuant to the Exchange Offer, a completed, signed and dated
Letter of Transmittal relating to the Existing 9% Notes (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 OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON , 2003, UNLESS THE OFFER IS EXTENDED. TENDERS MAY BE
WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
The Exchange Agent for the Exchange Offer is:
THE BANK OF NEW YORK TRUST COMPANY OF FLORIDA, N.A.
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By Registered or Certified By Hand or Overnight Facsimile Transmissions:
Mail: Delivery: (Eligible Institutions Only)
The Bank of New York Trust The Bank of New York Trust (212) 298-1915
Company of Florida, N.A. Company of Florida, N.A.
Corporate Trust Operations Corporate Trust Operations To Confirm by Telephone or
Reorganization Unit Reorganization Unit for Information Call:
101 Barclay Street, 7 East 101 Barclay Street -- 7 East Santino Ginocchietti
New York, New York 10286 New York, New York 10286 (212) 815-6331
Attn: Santino Ginocchietti Attn: Santino Ginocchietti
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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 Cinemark USA, Inc., a Texas corporation
(the "Company"), upon the terms and subject to the conditions set forth in the
Prospectus dated , 2003 (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 Existing 9% Notes set forth
below pursuant to the guaranteed delivery procedures set forth in the Prospectus
under the caption "The Exchange Offer -- Procedures for Tendering Existing 9%
Notes."
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Aggregate Principal Amount Name(s) of Registered Holder(s): ----------------
Amount Tendered: $ ----------------------------* ---------------------------------------------------
Certificate No(s) (if available):
- --------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------
$
- --------------------------------------------------------------------------------------------------------
(TOTAL PRINCIPAL AMOUNT REPRESENTED BY INITIAL NOTES CERTIFICATE(S))
If Existing 9% Notes will be tendered by book-entry transfer, provide the following information:
DTC Account Number:
- --------------------------------------------------------------------------------------------------------
Date:
- --------------------------------------------------------------------------------------------------------
* Must be in integral multiples of $1,000.
- --------------------------------------------------------------------------------------------------------
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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 ------------------------------------------------
X ------------------------------------------------ X ------------------------------------------------
SIGNATURE(S) OF OWNER(S) OR AUTHORIZED SIGNATORY DATE
Area Code and Telephone Number:
- -------------------------------------------------------------------------------------------------------------
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Must be signed by the holder(s) of the Initial Notes as their name(s)
appear(s) on certificates for Existing 9% 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
and, unless waived by the Company, provide proper evidence satisfactory to the
Company of such person's authority to so act.
Please print name(s) and address(es)
Name(s):
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Capacity:
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Address(es):
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GUARANTEE OF DELIVERY
(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, 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 (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 Existing 9% Notes tendered hereby in proper form for transfer, or
confirmation of the book-entry transfer of such Existing 9% Notes 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
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 (or facsimile thereof) and the Existing 9% 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.
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- ------------------------------------------- -------------------------------------------
NAME OF FIRM AUTHORIZED SIGNATURE
- ------------------------------------------- -------------------------------------------
ADDRESS TITLE
(Please Type or Print)
- -------------------------------------------
ZIP CODE
Area Code and
Telephone Number: Date:
- ------------------------------ -------------------------------------------
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NOTE: DO NOT SEND CERTIFICATES FOR EXISTING 9% NOTES WITH THIS FORM.
CERTIFICATES FOR EXISTING 9% NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF
TRANSMITTAL.
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