EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR
LAND O'LAKES, INC.
This form or one substantially equivalent hereto must be used to accept the
Exchange Offer of Land O'Lakes, Inc. (the "Issuer") made pursuant to the
prospectus dated , 2004 of the Issuer (the "Prospectus"), if
certificates for the outstanding 9% Senior Secured Notes due 2010 of the Issuer
(the "Old 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 U.S. Bank National Association, as
exchange agent (the "Exchange Agent"), prior to 12:00 a.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 Old Notes pursuant to the Exchange Offer, a
completed, signed and dated letter of transmittal (or facsimile thereof) must be
received by the Exchange Agent prior to 12:00 a.m., New York City time, on the
Expiration Date. Holders of Old Notes who have previously validly delivered a
notice of guaranteed delivery pursuant to the procedures outlined above and as
further described in the Prospectus are not required to use this form. Holders
of Old Notes who have previously validly tendered Old Notes for exchange or who
validly tender Old Notes for exchange in accordance with this Notice may
withdraw any Old Notes so tendered at any time prior to the Expiration Date. See
the Prospectus under the heading "The Exchange Offer" for a more complete
description of the tender and withdrawal provisions. Capitalized terms not
defined herein shall have the respective meanings ascribed to them in the
Prospectus.
The Exchange Agent for the Exchange Offer:
U.S. BANK NATIONAL ASSOCIATION
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By Overnight Courier or Registered/Certified Mail: By Hand:
U.S. BANK NATIONAL ASSOCIATION U.S. BANK NATIONAL ASSOCIATION
CORPORATE TRUST DEPARTMENT CORPORATE TRUST DEPARTMENT
60 LIVINGSTON AVENUE 60 LIVINGSTON AVENUE
ST. PAUL, MN 55107-1419 ST. PAUL, MN 55107-1419
ATTENTION: SPECIALIZED FINANCE ATTENTION: SPECIALIZED FINANCE
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By Facsimile:
U.S. BANK NATIONAL ASSOCIATION
(651) 495-8158
CONFIRM RECEIPT OF FACSIMILE BY TELEPHONE:
(800) 934-6802
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF THIS INSTRUMENT VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE,
WILL NOT CONSTITUTE A VALID DELIVERY.
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 Issuer
the principal amount of Old Notes set forth below pursuant to the guaranteed
delivery procedure described in "The Exchange Offer-Guaranteed Delivery
Procedures" section of the Prospectus.
The undersigned understands and acknowledges that the Exchange Offer will
expire at 12:00 a.m., New York City time, on , 2004, unless extended
by the Issuer. The term "Expiration Date" shall mean , 2004 unless the
Exchange Offer is extended as provided in the Prospectus, in which case the term
"Expiration Date" shall mean the latest date to which the Exchange Offer is
extended.
Principal Amount of Old Notes Tendered:*
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Certificate Nos. (if available):
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Total Principal Amount Represented by Old Note Certificate(s):
- --------------------------------------------------------------------------------
If Old Notes will be delivered by book-entry transfer to The Depository Trust
Company, provide account number.
Account Number:
- --------------------------------------------------------------------------------
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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* Must be in denominations of principal amount of $1,000 and any integral
multiple thereof.
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PLEASE SIGN HERE
X
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X
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SIGNATURE(S) OF OWNER(S) OR AUTHORIZED SIGNATORY
Date:
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Area Code and Telephone Number:
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Must be signed by the holder(s) of 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(S)
Name(s):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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Capacity:
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Address(es):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
The undersigned, a financial institution 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 Old Notes
tendered hereby in proper form for transfer, or timely confirmation of the
book-entry transfer of such Old 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
one or more properly completed and duly executed Letters of Transmittal (or
facsimile thereof or Agent's Message in lieu thereof) and 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 date of execution of the
Notice of Guaranteed Delivery.
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NAME OF FIRM AUTHORIZED SIGNATURE
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ADDRESS TITLE
- ---------------------------------------------- NAME:
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ZIP CODE (PLEASE TYPE OR PRINT)
Area Code and Phone No: Dated:
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NOTE: DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. CERTIFICATES FOR
OLD NOTES SHOULD BE SENT ONLY WITH A COPY OF YOUR PREVIOUSLY EXECUTED
LETTER OF TRANSMITTAL.
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