1
Exhibit 99.2
NOTICE OF GUARANTEED DELIVERY
FOR
10 3/8% SENIOR SUBORDINATED NOTES DUE 2011
OF
PENTON MEDIA, INC.
As set forth in the Prospectus dated October 12, 2001 (the "Prospectus"),
of Penton Media, Inc. and in the letter of transmittal, this form or one
substantially similar must be used to accept Penton's offer to exchange all of
its outstanding 10 3/8% Senior Subordinated Notes due 2011 (the "Outstanding
Notes") for its 10 3/8% Senior Subordinated Notes due 2011, which have been
registered under the Securities Act of 1933, if certificates for the Outstanding
Notes are not immediately available or if the Outstanding Notes, the letter of
transmittal or any other required documents cannot be delivered to the exchange
agent, or the procedure for book-entry transfer cannot be completed, prior to
5:00 p.m., New York City time, on the Expiration Date (as defined in the
Prospectus). This form may be delivered by an Eligible Institution by hand or
transmitted by facsimile transmission, overnight courier or mail to the exchange
agent as indicated below.
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON NOVEMBER 15, 2001, UNLESS THE OFFER IS EXTENDED (THE "EXPIRATION DATE").
TENDERS OF OUTSTANDING NOTES MAY BE WITHDRAWN AT ANY TIME
PRIOR TO 5:00 P.M. ON THE EXPIRATION DATE.
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Deliver to:
THE BANK OF NEW YORK,
EXCHANGE AGENT
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By Registered or Certified Mail: By Hand or Overnight Delivery: Facsimile Transmission Number:
The Bank of New York The Bank of New York (For Eligible Institutions
20 Broad Street 20 Broad Street Only)
New York, New York 10286 New York, New York 10286 (914) 773-5015
Attention: Carolle Montreuil Attention: Carolle Montreuil
Reorganization Department Reorganization Department Confirm Receipt of Facsimile
by telephone
(914) 773-5735
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DELIVERY OF THIS NOTICE TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA
A FACSIMILE, OTHER THAN AS SET FORTH ABOVE, DOES NOT CONSTITUTE A VALID
DELIVERY.
This form is not to be used to guarantee signatures. If a signature on the
letter of transmittal to be used to tender Outstanding Notes 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.
2
Ladies and Gentlemen:
The undersigned hereby tenders to Penton Media, Inc., upon the terms and
subject to the conditions set forth in the Prospectus and the letter of
transmittal (which together constitute the "Exchange Offer"), receipt of which
is hereby acknowledged, Outstanding Notes pursuant to guaranteed delivery
procedures set forth in Instruction 1 of the letter of transmittal.
The undersigned understands that tenders of Outstanding Notes will be
accepted only in principal amounts equal to $1,000 or integral multiples
thereof. The undersigned understands that tenders of Outstanding Notes pursuant
to the Exchange Offer may be withdrawn only in accordance with the procedures
set forth in "The Exchange Offer -- Withdrawal of Tenders" section of the
Prospectus.
All authority herein conferred or agreed to be conferred by this Notice of
Guaranteed Delivery 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, personal representatives,
executors, administrators, successors, assigns, trustees in bankruptcy and other
legal representatives of the undersigned.
NOTE: SIGNATURES MUST BE PROVIDED WHERE INDICATED BELOW.
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Certificate No(s). for Outstanding Notes (if Principal Amount of Outstanding Notes
available)
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Principal Amount of Outstanding Notes Signature(s)
Tendered
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Dated: If Outstanding Notes will be delivered by
book-entry transfer at the Depository Trust
Company, Depository Account No.:
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3
This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of Outstanding Notes exactly as its (their) name(s) appear on
certificates of Outstanding Notes or on a security position listing as the owner
of Outstanding Notes, or by person(s) authorized to become registered 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)
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Name(s):
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Capacity:
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Address(es):
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Area Code and Telephone No.:
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4
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities exchange
or of the National Association of Securities Dealers, Inc., or a commercial bank
or trust company having an office or correspondent in the United States or an
"eligible guarantor institution" within the meaning of Rule 17Ad-15 under the
Securities Exchange Act of 1934 (the "Exchange Act"), hereby
(a) represents that the above named person(s) "own(s)" the Outstanding
Notes to be tendered within the meaning of Rule 14e-4 under the
Exchange Act,
(b) represents that such tender of Outstanding Notes complies with Rule
14e-4 under the Exchange Act, and
(c) guarantees that delivery to the exchange agent of certificates for the
Outstanding Notes to be tendered, 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 for book-entry transfer set forth in the
prospectus), with delivery of a properly completed and duly executed
(or manually signed facsimile) letter of transmittal with any required
signatures and any other required documents, will be received by the
exchange agent at one of its addresses set forth above within three
trading days after the Expiration Date.
I HEREBY ACKNOWLEDGE THAT I MUST DELIVER THE LETTER OF TRANSMITTAL AND
OUTSTANDING NOTES TO BE TENDERED TO THE EXCHANGE AGENT WITHIN THE TIME PERIOD
SET FORTH AND THAT FAILURE TO DO SO COULD RESULT IN FINANCIAL LOSS TO ME.
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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 Telephone No.: Dated:
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NOTE: DO NOT SEND OUTSTANDING NOTES WITH THIS FORM; OUTSTANDING NOTES SHOULD BE
SENT WITH YOUR LETTER OF TRANSMITTAL SO THAT THEY ARE RECEIVED BY THE
EXCHANGE AGENT WITHIN THREE NASDAQ NATIONAL MARKET TRADING DAYS AFTER THE
EXPIRATION DATE.