EXHIBIT 99.2
FORM OF NOTICE OF GUARANTEED DELIVERY
NOTICE OF GUARANTEED DELIVERY
FOR
CILCORP INC.
THIS FORM OR ONE SUBSTANTIALLY EQUIVALENT HERETO MUST BE USED TO ACCEPT THE
EXCHANGE OFFER OF CILCORP INC. (THE "COMPANY") MADE PURSUANT TO THE PROSPECTUS,
DATED [ ], 1999 (THE "PROSPECTUS"), IF CERTIFICATES FOR THE OUTSTANDING 8.700%
SENIOR NOTES DUE 2009 OF THE COMPANY (THE "OLD NOTES") OR 9.375% SENIOR BONDS
DUE 2029 OF THE COMPANY (THE "OLD BONDS" AND, TOGETHER WITH THE OLD NOTES, THE
"OLD SECURITIES") ARE NOT IMMEDIATELY AVAILABLE OR IF THE PROCEDURE FOR
BOOK-ENTRY TRANSFER CANNOT BE COMPLETED ON A TIMELY BASIS OR TIME WILL NOT
PERMIT ALL REQUIRED DOCUMENTS TO REACH THE BANK OF NEW YORK, AS EXCHANGE AGENT
(THE "EXCHANGE AGENT") BEFORE 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION
DATE OF THE EXCHANGE OFFER. SUCH FORM MAY BE DELIVERED OR TRANSMITTED BY
FACSIMILE TRANSMISSION, MAIL OR HAND DELIVERY TO THE EXCHANGE AGENT AS SET FORTH
BELOW. IN ADDITION, IN ORDER TO UTILIZE THE GUARANTEED DELIVERY PROCEDURE TO
TENDER OLD SECURITIES PURSUANT TO THE EXCHANGE OFFER, A COMPLETED, SIGNED AND
DATED LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF) OR AN AGENT'S MESSAGE MUST
ALSO BE RECEIVED BY THE EXCHANGE AGENT BEFORE 5:00 P.M., NEW YORK CITY TIME, ON
THE EXPIRATION DATE. CAPITALIZED TERMS NOT DEFINED HEREIN ARE DEFINED IN THE
LETTER OF TRANSMITTAL.
DELIVERY TO: THE BANK OF NEW YORK, EXCHANGE AGENT
BY REGISTERED OR CERTIFIED MAIL: BY HAND OR OVERNIGHT DELIVERY:
The Bank of New York The Bank of New York
101 Barclay Street, 7E 101 Barclay Street
New York, New York 10286 Corporate Trust Services Window
Attention: Reorganization Section Ground Level
New York, New York 10286
Attention: Reorganization Section
FOR INFORMATION CALL:
(212) [ ]
BY FACSIMILE TRANSMISSION
(FOR ELIGIBLE INSTITUTIONS ONLY):
(212) [ ]
CONFIRM BY TELEPHONE:
(212) [ ]
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL
NOT CONSTITUTE A VALID DELIVERY.
Ladies and Gentlemen:
Upon the terms and conditions set forth in the Prospectus and the
accompanying Letter of Transmittal, the undersigned hereby tenders to the
Company the principal amount of Old Securities set forth below pursuant to the
guaranteed delivery procedure described in "The Exchange Offer -- Guaranteed
Delivery Procedures" section of the Prospectus.
Principal Amount of Old Notes Tendered:* $
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Certificate Nos. (if available):
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Total Principal Amount Represented by Old Notes Certificate(s): $
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Principal Amount of Old Bonds Tendered:* $
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Certificate Nos. (if available):
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Total Principal Amount Represented by Old Bonds Certificate(s): $
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If Old Securities will be delivered by book-entry transfer to The Depository
Trust Company, provide account number.
Account Number
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ALL AUTHORITY HEREIN CONFERRED OR AGREED TO BE CONFERRED SHALL SURVIVE THE
DEATH OR INCAPACITY OF THE UNDERSIGNED AND EVERY OBLIGATION OF THE UNDERSIGNED
HEREUNDER SHALL BE BINDING UPON THE HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS
AND ASSIGNS OF THE UNDERSIGNED.
PLEASE SIGN HERE
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SIGNATURE(S) OF OWNER(S) OR DATE
AUTHORIZED SIGNATORY
Area Code and Telephone Number:
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Must be signed by the holder(s) of Old Securities as their name(s) appear(s) on
certificates for Old Securities or on a security position listing, or by
person(s) authorized to become registered holder(s) by endorsement 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 set
forth his or her full title below.
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PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s):
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Capacity:
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Address(es):
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* Must be in denominations of principal amount of $1,000 and any integral
multiple thereof.
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a financial institution (including most banks, savings and loan
associations and brokerage houses) that is a participant in the Securities
Transfer Agents Medallion Program, the New York Stock Exchange Medallion
Signature Program or the Stock Exchanges Medallion Program, hereby guarantees
that the certificates representing the principal amount of Old Securities
tendered hereby in proper form for transfer, or timely confirmation of the
book-entry transfer of such Old Securities into the Exchange Agent's account at
The Depository Trust Company pursuant to the procedures set forth in "The
Exchange Offer -- Guaranteed Delivery Procedures" section of the Prospectus,
together with a properly completed and duly executed Letter(s) of Transmittal
(or manually signed facsimile(s) thereof), with any required signature
guarantee, or an Agent's Message and any other required documents, will be
received by the Exchange Agent at the address set forth above, no later than
three New York Stock Exchange trading days after the date hereof.
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Name of Firm Authorized Signature
--------------------------------- Title:
Address -----------------------------
--------------------------------- Name:
Zip Code ----------------------------
(Please type or print)
--------------------------------- Dated:
Area Code and Tel. No. ---------------------------
NOTE: DO NOT SEND CERTIFICATES FOR OLD SECURITIES WITH THIS FORM.
CERTIFICATES FOR OLD SECURITIES SHOULD BE SENT ONLY WITH A COPY OF
YOUR PREVIOUSLY EXECUTED LETTER OF TRANSMITTAL.
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