Exhibit 99.2
NOTICE OF GUARANTEED DELIVERY
WITH RESPECT TO
10 1/4% SENIOR SUBORDINATED NOTES DUE 2013
ISSUED ON JANUARY 23, 2004
CUSIP NO. 816661 AC 6
OF
SEMINIS VEGETABLE SEEDS, INC.
This form must be used by a holder of unregistered 10 1/4% Senior
Subordinated Notes due 2013 issued on January 23, 2004 and the related
guarantees (the "Outstanding Notes") of Seminis Vegetable Seeds, Inc. (the
"Company"), Seminis, Inc. (the "Parent"), Petoseed International, Inc.
("Petoseed"), PGI Alfalfa, Inc. ("PGI") and Baxter Seed Co., Inc. ("Baxter",
together with the Parent, Petoseed and PGI, the "Guarantors"), who wishes to
tender Outstanding Notes to the Exchange Agent in exchange for 10 1/4% Senior
Subordinated Notes due 2013 and the related guarantees (the "New Notes"),which
have been registered under the Securities Act of 1933, as amended, pursuant to
the guaranteed delivery procedures described in "The Exchange Offer - Guaranteed
Delivery Procedures" of the Prospectus, dated ___________, 2004 (the
"Prospectus"), and in Instruction 2 to the related Letter of Transmittal. Any
holder who wishes to tender Outstanding Notes pursuant to such guaranteed
delivery procedures must ensure that the Exchange Agent receives this Notice of
Guaranteed Delivery prior to the Expiration Date of the Exchange Offer.
Capitalized terms not defined herein have the meanings ascribed to them in the
Prospectus or the Letter of Transmittal.
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON __________, 2004 (THE "EXPIRATION DATE") UNLESS THE EXCHANGE OFFER IS
EXTENDED, IN WHICH CASE THE TERM "EXPIRATION DATE" SHALL MEAN THE LATEST TIME
AND DATE TO WHICH THE EXCHANGE OFFER IS EXTENDED. TENDERS MAY BE WITHDRAWN AT
ANY TIME PRIOR TO THE EXPIRATION DATE.
The Exchange Agent:
WELLS FARGO BANK, NATIONAL ASSOCIATION
By Mail, Hand Delivery or Overnight Courier: By Facsimile Transmission:
Wells Fargo Bank, National Association (213) 614-3355
MAC E2818-176 Attention: Corporate Trust
17th Floor Administration
707 Wilshire Blvd.
Los Angeles, CA 90017 Confirm by Telephone
(213) 614-3349
FOR INFORMATION CALL: (213) 614-3349
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE
OR TRANSMISSION OF INSTRUCTIONS TO A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS SET FORTH IN THIS
NOTICE OF GUARANTEED DELIVERY AND IN THE LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS NOTICE OF GUARANTEED DELIVERY AND THE LETTER OF
TRANSMITTAL ARE COMPLETED.
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 SIGNATURE BOX ON THE LETTER OF
TRANSMITTAL.
Ladies and Gentlemen:
The undersigned hereby tenders to the Company, 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
Outstanding Notes set forth below pursuant to the guaranteed delivery procedures
set forth in the Prospectus and in Instruction 2 of the Letter of Transmittal.
The undersigned understands that tenders of Outstanding Notes will be
accepted only in authorized denominations. The undersigned understands that
tenders of Outstanding Notes pursuant to the Exchange Offer may not be withdrawn
after the Expiration Date. Tenders of Outstanding Notes may be withdrawn at any
time prior to the Expiration Date or if the Exchange Offer is terminated or as
otherwise provided in the Prospectus.
All authority herein conferred or agreed to be conferred by this Notice
of Guaranteed Delivery shall survive the death or incapacity of the undersigned
and every obligation of the undersigned under this Notice of Guaranteed Delivery
shall be binding upon the heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives of the undersigned.
The undersigned hereby tenders the Outstanding Notes listed below:
Certificate Number(s) (If
Known) of Outstanding
Notes or if Outstanding
Notes will be Delivered by
Book-Entry Transfer at the
Depository Trust Company, Aggregate Principal Amount Aggregate Principal
Insert Account No. Represented Amount Tendered
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
PLEASE SIGN AND COMPLETE
Signature of Registered Holder(s) or Authorized Signatory: Date:
-------------
- ----------------------------------------------
- ----------------------------------------------
Name of Registered Holder(s): Address:
- ------------------------------------------ ------------------------------
- ------------------------------------------ ------------------------------
- ------------------------------------------ ------------------------------
Area Code and Telephone No.:
------------------------------
This Notice of Guaranteed Delivery must be signed by the holder(s) exactly as
the name(s) appear(s) on certificates for Outstanding Notes or on a security
position listing as the owner of Outstanding Notes, or by person(s) authorized
to become holder(s) by endorsements 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 provide the following information.
Please print name(s) and address(es)
Name(s): ______________________________________________________________________
______________________________________________________________________
Capacity (Full Title): ________________________________________________________
Address(es):___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
DO NOT SEND OUTSTANDING NOTES WITH THIS FORM. ACTUAL SURRENDER OF OUTSTANDING
NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, AN EXECUTED LETTER OF
TRANSMITTAL.
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm which is a member of a recognized signature
guarantee medallion program and is an "Eligible Guarantor Institution" within
the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended, hereby guarantees deposit with the Exchange Agent of the Letter of
Transmittal (or facsimile thereof), together with the Outstanding Notes tendered
hereby in proper form for transfer (or confirmation of the book-entry transfer
of such Outstanding Notes into the Exchange Agent's account at the Depository
Trust Company pursuant to the procedures described in the Prospectus under the
caption "The Exchange Offer - Guaranteed Delivery Procedures" and in the Letter
of Transmittal) 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 date
of execution of this Notice of Guaranteed Delivery.
Name of Firm:_____________________________ ___________________________________
Authorized Signature
Address:__________________________________ Name:____________________________
___________________________________ Title:___________________________
Area Code and Telephone No.:________________ Date:____________________________
DO NOT SEND OUTSTANDING NOTES WITH THIS FORM. ACTUAL SURRENDER OF OUTSTANDING
NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, AN EXECUTED LETTER OF
TRANSMITTAL.
INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
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 its address set forth herein prior to
the Expiration Date. The method of delivery of this Notice of Guaranteed
Delivery and any other required documents to the Exchange Agent is at
the election and sole risk of the holder, and the delivery will be
deemed made only when actually received by the Exchange Agent. If
delivery is by mail, registered mail with return receipt requested,
properly insured, is recommended. As an alternative to delivery by mail,
the holders may wish to consider using an overnight or hand delivery
service. In all cases, sufficient time should be allowed to assure
timely delivery. For a description of the guaranteed delivery
procedures, see Instruction 2 of the Letter of Transmittal.
2. SIGNATURES ON THIS NOTICE OF GUARANTEED DELIVERY. If this Notice of
Guaranteed Delivery is signed by the registered holder(s) of the
Outstanding Notes referred to herein, the signature must correspond with
the name(s) written on the face of the Outstanding Notes without
alteration, enlargement, or any change whatsoever. If this Notice of
Guaranteed Delivery is signed by a participant of the Book-Entry
Transfer Facility whose name appears on a security position listing as
the owner of Outstanding Notes, the signature must correspond with the
name shown on the security position listing as the owner of the
Outstanding Notes.
If this Notice of Guaranteed Delivery is signed by a person other than
the registered holder(s) of any Outstanding Notes listed or a
participant of the Book-Entry Transfer Facility, this Notice of
Guaranteed Delivery must be accompanied by appropriate bond powers,
signed as the name of the registered holder(s) appears on the
Outstanding Notes or signed as the name of the participant shown on the
Book-Entry Transfer Facility's security position listing.
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 submit with the Notice of
Guaranteed Delivery evidence satisfactory to the Company and the
Guarantor of such person's authority to so act.
3. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for
assistance and requests for additional copies of the Prospectus may be
directed to the Exchange Agent at the address specified in the
Prospectus. Holders may also contact their broker, dealer, commercial
bank, trust company, or other nominee for assistance concerning the
Exchange Offer.