Exhibit 99.2
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
11 3/4% SENIOR SECURED NOTES DUE 2005
OF
JONES INTERNATIONAL NETWORKS, LTD.
PURSUANT TO THE PROSPECTUS
DATED OCTOBER _____, 1998
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
UNITED STATES TRUST COMPANY OF NEW YORK
By Mail via the enclosed envelope: By Overnight Courier or Express Mail: By Hand:
United States Trust Company United States Trust Company United States Trust Company
of New York of New York of New York
P.O. Box 841, Peter Cooper Station 770 Broadway, 13th Floor 111 Broadway, Lower Level
New York, NY 10276-0841 New York, NY 10003 New York, NY 10006
Attention: Corporate Trust and Agency Attention: Corporate Trust and Agency Attention: Corporate Trust and Agency
Services Services Services
By Facsimile: Phone Number:
(212)420-6155 (800) 225-2398
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR TRANSMISSION
VIA FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE VALID DELIVERY.
As set forth under the caption "The Exchange Offer - Guaranteed Delivery
Procedures" in the Prospectus dated October _____, 1998 (the "Prospectus") of
Jones International Networks, Ltd. (the "Company") and in Instruction 2 of the
related Letter of Transmittal (the "Letter of Transmittal" and, together with
the Prospectus, the "Exchange Offer"), this form must be used to accept the
Company's offer to exchange its 11 3/4% Senior Secured Notes due 2005 for its 11
3/4% Senior Secured Notes due 2005 (the "Old Notes") if time will not permit the
Letter of Transmittal, certificates representing such Old Notes and other
required documents to reach the Exchange Agent, or the procedures for book-entry
transfer cannot be completed, on or prior to the Expiration Date. This form must
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. All capitalized terms used herein but not defined herein shall have
the meaning ascribed to them in the Prospectus.
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 to the Letter of Transmittal, such signature guarantee
must appear in the applicable space provided in the Letter of Transmittal.
Ladies and Gentlemen:
The undersigned hereby tender(s) to the Company, upon the terms and subject
to the conditions set forth in the Prospectus and the Letter of Transmittal
(receipt of which are hereby acknowledged), the principal amount of the Old
Notes specified below pursuant to the guaranteed delivery procedures set forth
under the caption "The Exchange Offer - Guaranteed Delivery Procedures" of the
Prospectus.
The undersigned understands that no withdrawal of a tender of Old Notes may
be made on or after the Expiration Date. The undersigned understands that for a
withdrawal of a tender of Old Notes to be effective, a written notice of
withdrawal must be timely received by the Exchange Agent at its address
specified on the cover of this Notice of Guaranteed Delivery prior to the
Expiration Date.
The undersigned understands that delivery of Exchange Notes by the Exchange
Agent in exchange for Old Notes tendered and accepted for exchange pursuant to
the Exchange Offer will be made only after timely receipt by the Exchange Agent
of such Old Notes (or book-entry confirmation of the transfer of such Old Notes
into the Exchange Agent's account at DTC) and a Letter of Transmittal (or
facsimile thereof) with respect to such Old Notes properly completed and duly
executed, with any required signature guarantees and any other documents
required by the Letter of Transmittal or a properly transmitted Agent's Message.
All authority conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall not be affected by, and 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, executors,
administrators, trustees in bankruptcy, personal and legal representatives,
successors and assigns of the undersigned.
- ------------------------------------------------------------------------------------------------------------------------------------
Signature(s) of Registered Holder(s) or Date:___________________________________________________
Authorized
Signatory:____________________________________________ Address:________________________________________________
- ------------------------------------------------------ ---------------------------------------------------------------------------
Name(s) of Registered Holder(s):______________________ Area Code and Telephone No._____________________________
______________________________________________________
- ------------------------------------------------------ If Old Notes will be delivered by book-entry
transfer to DTC, check the box below:
- ------------------------------------------------------ [ ]
Principal Amount of Old Notes Tendered:_______________
DTC Account No.:________________________________________
- ------------------------------------------------------
Certificate No.(s) of Old Notes
(if available)________________________________________
- ------------------------------------------------------------------------------------------------------------------------------------
This Notice of Guaranteed Delivery must be signed by the Holder(s)
exactly as its/their name(s) appear on certificate(s) for Old Notes, or if
tendered by a participant in DTC, exactly as such participant's name appears on
a security position listing as the owner of Old 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:_______________________________________________________________________
________________________________________________________________________________
Address(es):____________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
DO NOT SEND OLD NOTES WITH THIS FORM. NOTES SHOULD BE SENT TO THE EXCHANGE AGENT
TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL.
- --------------------------------------------------------------------------------
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a recognized member of the Medallion Signature
Guarantee Program or any other "eligible guarantor institution," as such term is
defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934,
as amended (each, an "Eligible Institution"), hereby (i) represents that the
above-named persons are deemed to own the Old Notes tendered hereby within the
meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as
amended ("Rule 14e-4"), (ii) represents that such tender of Old Notes complies
with Rule 14e-4, and (iii) guarantees that the Old Notes tendered hereby in
proper form for transfer (pursuant to the procedures set forth in the Prospectus
under the caption "The Exchange Offer - Guaranteed Delivery Procedures"),
together with a properly completed and duly executed Letter of Transmittal (or
manually signed facsimile thereof) with any required signature guarantee and any
other documents required by the Letter of Transmittal or a properly transmitted
Agent's Message, will be received by the Exchange Agent at its address set forth
above within two business days after the date of execution hereof.
The Eligible Institution that completes this form must communicate the
guarantee to the Exchange Agent and must deliver the Letter of Transmittal, or
Agent's Message, and Old Notes to the Exchange Agent within the time period
shown herein. Failure to do so could result in a financial loss to such Eligible
Institution.
Name of Firm:___________________________________________________________________
Authorized Signature:___________________________________________________________
Title:__________________________________________________________________________
Address:________________________________________________________________________
________________________________________________________________________________
(Zip Code)
Area Code and Telephone Number:_________________________________________________
Dated: , 1998
- --------------------------------------------------------------------------------