EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
WITH RESPECT TO TENDER OF
ANY AND ALL OUTSTANDING 8.625% SERIES A SENIOR SUBORDINATED NOTES DUE 2009
IN EXCHANGE FOR
8.625% SERIES B SENIOR SUBORDINATED NOTES DUE 2009
OF
THE SCOTTS COMPANY
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MAY BE WITHDRAWN AT ANY TIME PRIOR THE EXPIRATION DATE.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 for the Exchange Offer is:
STATE STREET BANK AND TRUST COMPANY
By Registered or Certified Mail or Hand or Overnight Delivery:
State Street Bank and Trust Company
Two International Place Fourth Floor Boston, MA 02110
Attention: Corporate Trust Department
Facsimile Transmissions: (Eligible Institutions Only) [ ]
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.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES.
IF A SIGNATURE ON A 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.
As set forth in the prospectus (the "Prospectus") dated , 2002 of
The Scotts Company (the "Company") 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 Company's offer (the
"Exchange Offer") to exchange new 8.625% Series B Senior Subordinated Notes due
2009 (the "Exchange Notes") that have been registered under the Securities Act
of 1933, as amended (the "Securities Act"), for all of its outstanding 10 5/8%
Series A Senior Subordinated Notes due 2009 (the "Original Notes") if the Letter
of Transmittal or any other documents required thereby cannot be delivered to
the Exchange Agent, or Original 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.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
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
Original Notes specified below pursuant to the guaranteed delivery procedures
set forth in the section of the Prospectus entitled "The exchange
offer -- Guaranteed delivery procedures." By so tendering, the undersigned does
hereby make, at and as of the date hereof, the representations and warranties of
a tendering Holder of Original Notes set forth in the Letter of Transmittal.
The undersigned understands that tenders of Original 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 the Expiration Date, a facsimile
transmission or letter which specifies the name of the person who deposited the
Original Notes to be withdrawn and the aggregate principal amount of Original
Notes delivered for exchange, including the certificate number(s) (if any) of
the Original Notes, and which is signed in the same manner as the original
signature on the Letter of Transmittal by which the Original Notes were
tendered, including any signature guarantees, all in accordance with the
procedures set forth in the Prospectus.
All authority herein conferred or agreed to be conferred shall survive the
death, incapacity, or dissolution of the undersigned and every obligation of the
undersigned hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned.
The undersigned hereby tenders the Original Notes listed below:
Aggregate Principal Amount Tendered:
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Name(s) of Registered Holder(s):
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(Please Type or Print)
Certificate Nos.:
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(If available)
Address of Registered Holder(s):
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- --------------------------------------------------------------------------------
(Zip Code)
Daytime Area Code and Telephone No.:
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Check box if Original Notes will be delivered by book-entry transfer and provide
account number:
[ ] The Depository Trust Company
DTC Book-Entry Account Number:
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Signature(s)
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GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a participant in a recognized Signature Guarantee
Medallion Program, guarantees deposit with the Exchange Agent of the Letter of
Transmittal (or facsimile thereof), together with the Original Notes tendered
hereby in proper form for transfer, or confirmation of the book-entry transfer
of such Original 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).
Name of Firm:
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Address:
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(Zip Code)
AUTHORIZED SIGNATURE:
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Name:
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(Please Type or Print)
Title:
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Daytime Area Code and Telephone No.:
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Dated:
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NOTE: DO NOT SEND ORIGINAL NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. ACTUAL
SURRENDER OF ORIGINAL NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED
BY, A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND ANY
OTHER REQUIRED DOCUMENTS.
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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 under the caption "The exchange offer -- Guaranteed delivery
procedures." In all cases, sufficient time should be allowed to assure timely
delivery. No Notice of Guaranteed Delivery should be sent to the Company.
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 Original 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 Original 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
Company, evidence satisfactory to the Company 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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