FORM OF NOTICE OF GUARANTEED DELIVERY EXHIBIT 99.2
FOR
9 5/8% SENIOR NOTES DUE 2007
OF
DELTA MILLS, INC.
GUARANTEED BY
DELTA MILLS MARKETING, INC.
As set forth in the Prospectus dated January 7, 1998 (the "Prospectus") of
Delta Mills, Inc. (the "Company') and Delta Mills Marketing, Inc. (the
"Guarantor") and in the accompanying Letter of Transmittal and instructions
thereto (the "Letter of Transmittal"), this form or one substantially equivalent
hereto must be used to accept the Exchange Offer (the "Exchange Offer") to
exchange new 9 5/8% Senior Notes due 2007, Series B, as guaranteed (the
"Exchange Notes") that have been registered under the Securities Act of 1933,
as amended (the "Securities Act"), for all of its outstanding 9 5/8 % Senior
Notes due 2007, Series A, as guaranteed (the "Senior Notes") IF the Letter of
Transmittal or any other documents required thereby cannot be delivered to the
Exchange Agent, or Definitive Registered Notes (as defined in the Letter of
Transmittal) cannot be delivered 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 (as defined in the Letter of Transmittal) by hand or transmitted by
facsimile transmission, overnight courier or mail to the Exchange Agent as set
forth below. 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 FEBRUARY 12, 1998 (AS SUCH DATE AND TIME MAY BE EXTENDED BY THE COMPANY
IN ITS SOLE DISCRETION, THE "EXPIRATION DATE").
PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS
To: The Bank of New York, as Exchange Agent
BY REGISTERED OR CERTIFIED MAIL: BY OVERNIGHT OR HAND DELIVERY:
The Bank of New York The Bank of New York
101 Barclay Street 101 Barclay Street
Floor 7 East Corporate Trust & Agencies Service Window
New York, N.Y. 10286 New York, N.Y. 10286
Attention: Reorganization Section Attention: Reorganization Section
BY FACSIMILE:
(for Eligible Institutions only)
(212) 815-6339
CONFIRM BY TELEPHONE:
(212) 815-2742
Delivery of this Notice of Guaranteed Delivery to an address other than as
set forth above or transmission of instructions via a facsimile number other
than that set forth above will 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 Senior 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.
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 (which together constitute the "Exchange Offer"), receipt of which
is hereby acknowledged, the principal amount of Senior Notes specified 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 Senior Notes pursuant to the
Exchange Offer may not be withdrawn after 5:00 p.m., New York City time, on the
Expiration Date. Tenders of Senior Notes may also be withdrawn if the
Exchange Offer is terminated without any such Senior Notes being purchased
thereunder or as otherwise provided in the Prospectus.
All authority thereto 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.
(Box appears here.)
The undersigned hereby tenders the Senior Notes listed below:
Aggregate Principal Amount of Senior Notes Principal Amount of Senior Notes Tendered
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NOTE: SIGNATURES MUST BE PROVIDED WHERE INDICATED BELOW
SIGN HERE
Name(s) of Holder(s):_________________________________________________________
Address(es): ________________________________________________________________
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Telephone Number:_____________________________________________________________
Signature(s):_________________________________________________________________
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Date:_________________________________________________________________________
DTC Account Number (if applicable):__________________________________________
This Notice of Guaranteed Delivery must be signed by (i) the holder(s) of
Senior Notes exactly as its/their name(s) appear on Definitive Registered Notes,
(ii) the holder(s) of Senior Notes exactly as its/their name(s) appear on a
security position listing maintained by DTC as the owner of Senior Notes or
(iii) by person(s) authorized to become holder(s) by 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 and, unless waived by the Company, submit evidence satisfactory to
the Company of their authority to act:
Please print name(s) and addresses of person signing above
Name(s):____________________________________________________________________
Capacity:__________________________________________________________________
Address(es):_______________________________________________________________
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm that is a member of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
or is a commercial bank or trust company having an office or correspondent in
the United States, or is otherwise an "eligible guarantor institution" within
the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), hereby (a) represents that the above named
person(s) "own(s)" the Senior Notes tendered hereby within the meaning of Rule
14e-4 under the Exchange Act, (b) represents that such tender of Senior Notes
complies with Rule 14e-4 under the Exchange Act and (c) guarantees that delivery
to the Exchange Agent of the Letter of Transmittal (or facsimile thereof),
either Definitive Registered Notes in proper form for transfer or a confirmation
of the book-entry transfer of Book-Entry Interests representing such Senior
Notes into the Exchange Agent's account at DTC, pursuant to the procedures for
book-entry transfer set forth in the Prospectus, and delivery of either a
properly completed and duly executed Letter of Transmittal (or manually signed
facsimile thereof) with any required signatures and any other documents required
by the Letter of Transmittal or an Agent's Message, will be received by the
Exchange Agent by 5:00 p.m., New York City time, on the fifth New York Stock
Exchange trading day after the Expiration Date.
THE UNDERSIGNED ACKNOWLEDGES THAT IT MUST DELIVER THE LETTER OF TRANSMITTAL
OR AGENT'S MESSAGE AND SENIOR NOTES TENDERED HEREBY TO THE EXCHANGE AGENT WITHIN
THE TIME PERIOD SET FORTH THEREIN AND THAT FAILURE TO DO SO COULD RESULT IN
FINANCIAL LOSS TO THE UNDERSIGNED.
(Box appears here.)
SIGN HERE
Name of firm: __________________________________
Authorized Signature:________________________________
Name (PLEASE PRINT):_________________________________
Address: _________________________________
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Telephone Number: _________________________________
Date: _________________________________
DO NOT SEND ANY DEFINITIVE REGISTERED NOTES WITH THIS FORM. ACTUAL SURRENDER
OF DEFINITIVE REGISTERED 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 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. Instead of delivery by mail, it is recommended
that the holder use 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 procedure, 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 Senior Notes to
be tendered (in the case of Definitive Registered Notes), the signature must
correspond with the name(s) as written on the face of such Senior Notes without
alteration, enlargement, or any change whatsoever. If this Notice of Guaranteed
Delivery is signed by the DTC participant whose name appears on a security
position maintained by DTC (in the case of Book-Entry Interests), the
signature must correspond exactly
with such participant's name as it appears on a security position maintained by
DTC listing such participant as the owner of the Senior Notes, without any
change whatsoever.
If any of the Senior Notes to be tendered are owned of record by two or
more joint owners, all such owners must sign this Notice of Guaranteed Delivery.
If any Senior Notes to be tendered are held in different names on several Senior
Notes, it will be necessary to complete, sign, and submit as many separate
copies of the Notice of Guaranteed Delivery documents as there are names in
which Senior Notes to be tendered are held.
If this Notice of Guaranteed Delivery or any Senior Notes are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations, or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing and, unless waived by the Company,
evidence satisfactory to the Company of their authority to so act must be
submitted with this Notice of Guaranteed Delivery.
3. REQUESTS FOR ASSISTANCE OF 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 also
may contact their broker, dealer, commercial bank, trust company, or other
nominee for assistance concerning the Exchange Offer.