1
EXHIBIT 99.2
NETWORK PLUS CORP.
EXCHANGE OFFER
TO HOLDERS OF ITS
13.5% SERIES A CUMULATIVE PREFERRED STOCK DUE 2009
NOTICE OF GUARANTEED DELIVERY
As set forth in the Prospectus dated , 1998 (the
"Prospectus") of Network Plus Corp. (the "Company") under "The Exchange
Offer -- How to Tender" and in the Letter of Transmittal (the "Letter of
Transmittal") relating to the offer (the "Exchange Offer") by the Company to
exchange up to 40,000 shares of its 13.5% Series A1 Cumulative Preferred Stock
Due 2009 (the "New Preferred Shares") for 40,000 shares of its 13.5% Series A
Cumulative Preferred Stock Due 2009, issued and sold in a transaction exempt
from registration under the Securities Act of 1933, as amended (the "Original
Preferred Shares"), this form or one substantially equivalent hereto must be
used to accept the Exchange Offer of the Company if (i) certificates for the
Original Preferred Shares are not immediately available; or (ii) time will not
permit all required documents to reach the Exchange Agent (as defined below) on
or prior to the Expiration Date (as defined in the Prospectus) of the Exchange
Offer. Such form may be delivered by hand or transmitted by telegram, telex,
facsimile transmission or letter to the Exchange Agent.
TO: American Stock Transfer Bank & Trust Company (the "Exchange Agent")
By Facsimile:
718-234-5001
Confirm by telephone:
800-937-5449
718-921-8200
Address:
40 Wall Street
46th Floor
New York, NY 10005
Attn: Exchange Department
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN
AS SET FORTH ABOVE OR TRANSMITTAL OF THIS INSTRUMENT TO
A FACSIMILE OR TELEX NUMBER OTHER THAN AS SET FORTH
ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
2
LADIES AND GENTLEMEN:
The undersigned hereby tenders to the Company, upon the terms and
conditions set forth in the Prospectus and the Letter of Transmittal (which
together constitute the "Exchange Offer"), receipt of which are hereby
acknowledged, the number of Original Preferred Shares set forth below pursuant
to the guaranteed delivery procedure described in the Prospectus and the Letter
of Transmittal.
SIGN HERE
Number of Original Preferred Shares Tendered: Signature(s): _______________________________
_____________________________________________ _____________________________________________
Certificate Nos. (if available): Please Print the Following Information:
_____________________________________________ Name(s): ____________________________________
Total Number of Original Preferred Shares: _____________________________________________
_____________________________________________ Address: ____________________________________
Certificate Nos. (if available): Area Code and Tel. No(s): ___________________
_____________________________________________ _____________________________________________
Account Number: _____________________________
Dated: ________________________________, 1998
GUARANTEE
The undersigned, a member of a recognized signature guarantee medallion
program within the meaning of Rule 17A(d)-15 under the Securities Exchange Act
of 1934, as amended, hereby guarantees that delivery to the Exchange Agent of
certificates tendered hereby, in proper form for transfer, or delivery of such
certificates pursuant to the procedure for book-entry transfer, in either case
with delivery of a properly completed and duly executed Letter of Transmittal
(or facsimile thereof) and any other required documents, is being made within
three trading days after the date of execution of a Notice of Guaranteed
Delivery of the above-named person.
Name of Firm ___________________________________________________________________
Authorized Signature ___________________________________________________________
Number and Street or P.O. Box __________________________________________________
________________________________________________________________________________
City ______________________________ State ____________ Zip Code ________________
Area Code and Tel. No. _________________________________________________________
Dated: ________________________________, 1998