EXHIBIT 99.2
FORM OF NOTICE OF GUARANTEED DELIVERY
WITH RESPECT TO TENDER OF
UNREGISTERED 11.653% SENIOR SECURED NOTES DUE 2007
IN EXCHANGE FOR
11.653% SENIOR SECURED NOTES DUE 2007
OF
MAJESTIC INVESTOR HOLDINGS, LLC
AND
MAJESTIC INVESTOR CAPITAL CORP.
PURSUANT TO THE PROSPECTUS DATED , 2002
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ,
2002, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME
TO TIME, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR THE
EXPIRATION DATE.
The Exchange Agent is:
THE BANK OF NEW YORK
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By Registered or Certified Mail: By Facsimile: By Hand or Overnight Courier:
The Bank of New York The Bank of New York
15 Broad Street 15 Broad Street
16th Floor 16th Floor
New York, NY 10007 New York, NY 10007
Confirm by Telephone:
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DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE
WILL NOT CONSTITUTE A VALID DELIVERY.
As set forth in the prospectus (the "Prospectus") dated , 2002 of
Majestic Investor Holdings, LLC, a Delaware limited liability company, and
Majestic Investor Capital Corp., a Delaware corporation (collectively, the
"Issuers"), and in the accompanying Letter of Transmittal and instructions
thereto (the "Letter of Transmittal"), this form or one substantially equivalent
thereto must be used to accept the Issuers' offer (the "Exchange Offer") to
exchange any and all of the Issuers' outstanding unregistered 11.653% Senior
Secured Notes due 2007 (the "Unregistered Notes") for $152,632,000 principal
amount of the Issuers' 11.653% Senior Secured Notes due 2007 (the "Registered
Notes") that have been registered under the Securities Act of 1933, as amended
(the "Securities Act") if the Letter of Transmittal or any other documents
required thereby cannot be delivered to the Exchange Agent, or the Unregistered
Notes cannot be delivered or if the procedures for book-entry transfer cannot be
completed prior to the Expiration Date. This form may be delivered by an
Eligible Institution (as defined in the Prospectus) by mail or hand delivery or
transmitted via facsimile to the Exchange Agent as set forth above. Capitalized
terms used but not defined herein shall have the meaning given to them in the
Prospectus.
This form is not to be used to guarantee signatures. If a signature on the
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 Letter of Transmittal.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to the Issuers upon the terms and subject to
the conditions set forth in the Prospectus and the related Letter of
Transmittal, receipt of which is hereby acknowledged, the principal amount of
Unregistered Notes specified below pursuant to the guaranteed delivery
procedures set forth in the Prospectus and in Instruction 2 of the Letter of
Transmittal. By so tendering, the undersigned does hereby make, at and as of the
date hereof, the representations and warranties of a tendering holder of the
Unregistered Notes set forth in the Letter of Transmittal.
The undersigned understands that tenders of the Unregistered Notes may be
withdrawn if the Exchange Agent receives at one of its addresses specified on
the cover of this Notice of Guaranteed Delivery, prior to 5:00 p.m., New York
City time on the Expiration Date, a facsimile transmission or letter setting
forth the name of the holder, the aggregate principal amount of the Unregistered
Notes the holder delivered for exchange, the certificate number(s) (if any) of
the Unregistered Notes and a statement that such holder is withdrawing his
election to have such Unregistered Notes or any portion thereof exchanged, which
facsimile transmission or letter is signed in the same manner as the original
signature on the Letter of Transmittal by which the Unregistered Notes were
tendered, including any signature guarantees, all in accordance with the
procedures set forth in the Prospectus.
All authority conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall not be affected by, and shall survive, the death,
incapacity, or dissolution of the undersigned, and every obligation of the
undersigned under this Notice of Guaranteed Delivery shall be binding upon the
heirs, executors, administrators, trustees in bankruptcy, personal and legal
representatives, successors and assigns of the undersigned.
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PLEASE SIGN AND COMPLETE
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<Caption>
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CERTIFICATE NUMBERS OF UNREGISTERED NOTES
(IF AVAILABLE) PRINCIPAL AMOUNT OF UNREGISTERED NOTES TENDERED
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Signature(s) of registered holder(s) or If Unregistered Notes will be tendered by
Authorized Signatory: book-entry transfer, check below:
- ------------------------------------------------ [ ] The Depository Trust Company
- ------------------------------------------------- Depository Account No.
- ------------------------------------------------- ---------------------------------
Date:
- -------------------------------------------------
Name(s) of registered holders:
- --------------------------
- -------------------------------------------------
- -------------------------------------------------
Address:
- -------------------------------------------------
- -------------------------------------------------
- -------------------------------------------------
Area Code and Telephone No.
- --------------------------
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THIS NOTICE OF GUARANTEED DELIVERY MUST BE SIGNED BY THE REGISTERED
HOLDER(S) OF THE UNREGISTERED NOTES EXACTLY AS THEIR NAME(S) APPEAR ON
CERTIFICATE(S) FOR THE UNREGISTERED NOTES OR, IF TENDERED BY A PARTICIPANT IN
ONE OF THE BOOK-ENTRY TRANSFER FACILITIES, EXACTLY AS SUCH PARTICIPANT'S NAME
APPEARS ON A SECURITY POSITION LISTING AS THE OWNER OF THE UNREGISTERED NOTES,
OR BY PERSON(S) AUTHORIZED TO BECOME REGISTERED HOLDER(S) BY ENDORSEMENTS AND
DOCUMENTS TRANSMITTED WITH THIS NOTICE OF GUARANTEED DELIVERY. IF THE SIGNATURE
ABOVE IS BY A TRUSTEE, EXECUTOR, ADMINISTRATOR, GUARDIAN, ATTORNEY-IN-FACT,
OFFICER OR OTHER PERSON ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY, SUCH
PERSON MUST PROVIDE THE FOLLOWING INFORMATION:
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
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a participant in the Security Transfer Agents Medallion
Program, the New York Stock Exchange Medallion Signature Program or the Stock
Exchange Medallion Program (each, an "Eligible Institution"), hereby (i)
represents that the above-named persons are deemed to own the Unregistered Notes
tendered hereby within the meaning of Rule 14e-4 promulgated under the
Securities Exchange Act of 1934, as amended ("Rule 14e-4"), (ii) represents that
such tender of Unregistered Notes complies with Rule 14e-4 and (iii) guarantees
deposit with the Exchange Agent of the Letter of Transmittal (or facsimile
thereof), together with the Unregistered Notes tendered hereby in proper form
for transfer, or confirmation of the book-entry transfer of such Unregistered
Notes into the Exchange Agent's account at The Depository Trust Company,
pursuant to the procedure for book-entry transfer set forth in the Prospectus,
and any other required documents, all by 5:00 p.m., New York City time, on the
third New York Stock Exchange trading day following the Expiration Date (as
defined in the Prospectus).
The Eligible Institution that completes this form must communicate the
guarantee to the Exchange Agent and must deliver the Letter of Transmittal and
Unregistered Notes to the Exchange Agent within the time period shown herein.
Failure to do so could result in a financial loss to such Eligible Institution.
SIGN HERE
Name of Firm:
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Authorized Signature:
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Name (please type or print):
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Address:
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Area Code and Telephone No.:
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Date:
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DO NOT SEND UNREGISTERED NOTES WITH THIS FORM. UNREGISTERED NOTES
SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY
COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL.
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INSTRUCTIONS
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 one of its addresses set forth on the cover hereof prior to
the Expiration Date. The method of delivery of this Notice of Guaranteed
Delivery and all other required documents to the Exchange Agent is at the
election and risk of the holder but, except as otherwise provided below, the
delivery will be deemed made only when actually received by the Exchange Agent.
Instead of delivery by mail, it is recommended that holders use an overnight or
hand delivery service, properly insured. If such delivery is by mail, it is
recommended that the holder use properly insured, registered mail with return
receipt requested. For a full description of the guaranteed delivery procedures,
see the Prospectus and Instruction 2 to the Letter of Transmittal. In all cases,
sufficient time should be allowed to assure timely delivery. No Notice of
Guaranteed Delivery should be sent to the Issuers.
2. SIGNATURE ON THIS NOTICE OF GUARANTEED DELIVERY; GUARANTEE OF
SIGNATURES. If this Notice of Guaranteed Delivery is signed by the holder(s)
referred to herein, then the signature must correspond with the name(s) as
written on the face of the Unregistered Notes without alteration, enlargement or
any change whatsoever. If this Notice of Guaranteed Delivery is signed by a
person other than the holder(s) listed, this Notice of Guaranteed Delivery must
be accompanied by a properly completed bond power signed as the name of the
holder(s) appear(s) on the face of the Unregistered Notes without alteration,
enlargement or any change whatsoever. 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, and, unless waived by the
Issuers, evidence satisfactory to the Issuers of their authority so to act must
be submitted with this Notice of Guaranteed Delivery.
3. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to
the Exchange Offer or the procedure for consenting and tendering as well as
requests for assistance or for additional copies of the Prospectus, the Letter
of Transmittal and this Notice of Guaranteed Delivery, may be directed to the
Exchange Agent at the address set forth on the cover hereof or to your broker,
dealer, commercial bank or trust company.
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