Exhibit 99.2
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
ANY AND ALL OUTSTANDING
10-1/4% SENIOR NOTES DUE 2004
OF
COMMUNITY DISTRIBUTORS, INC.
FULLY AND UNCONDITIONALLY GUARANTEED
BY __________________
This Notice of Guaranteed Delivery, or one substantially equivalent to
this form, must be used to accept the Exchange Offer (as defined below) if (i)
certificates for CDI (as defined below) (the "Existing Securities") are not
immediately available, (ii) Existing Securities, the Letter of Transmittal and
all other required documents cannot be delivered to The Bank of New York (the
"Exchange Agent") on or prior to 5:00 P.M. New York City time, on the Expiration
Date (as defined in the Prospectus referred to below) or (iii) the procedures
for delivery by book-entry transfer cannot be completed on a timely basis. This
Notice of Guaranteed Delivery may be delivered by hand, overnight courier or
mail, or transmitted by facsimile transmission, to the Exchange Agent. See "The
Exchange Offer--Procedures for Tendering Existing Notes" in the Prospectus. In
addition, in order to utilize the guaranteed delivery procedure to tender
Existing Securities pursuant to the Exchange Offer, a completed, signed and
dated Letter of Transmittal relating to the Existing Securities (or facsimile
thereof) must also be received by the Exchange Agent on or prior to 5:00 P.M.
New York City time, on the Expiration Date. Capitalized terms not defined herein
have the meanings assigned to them in the Prospectus.
The Exchange Agent For The Exchange Offer Is:
The Bank Of New York
By Registered or Certified Mail Facsimile Transmissions: By Hand Or Overnight Delivery
(212) 571-3080 The Bank of New York
101 Barclay Street
The Bank of New York Confirm By Telephone: Corporate Trust Services Window
101 Broadway Street, 7E (212) 815-6333 Ground Level
New York, New York 10286 New York, New York 10286
Attn: Reorganization Section, For Information Call: Attn: Reorganization Section,
[Name] (212) 815-6333 [Name]
Delivery of this Notice Of Guaranteed Delivery to an address other than
as set forth above or transmission of this Notice of Guaranteed Delivery via
facsimile to a 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.
Ladies and Gentlemen:
The undersigned hereby tenders to Community Distributors, Inc., a
Delaware Corporation (the "Corporation") and to ______________ Capital Trust I,
a Delaware business trust (the "Trust"), upon the terms and subject to the
conditions set forth in the Prospectus dated January __, 1998 (as the same may
be amended or supplemented from time to time, the "Prospectus"), and the related
Letter of Transmittal (which together constitute the "Exchange Offer"), receipt
of which is hereby acknowledged, the aggregate principal amount of Existing
Securities set forth below pursuant to the guaranteed delivery procedures set
forth in the Prospectus under the caption "The Exchange Offer--Procedures for
Tendering Existing Notes."
Aggregate Principal Amount Name(s) of Registered Holder(s):______________
Tendered: $______________ ______________________________________________
Certificate No(s)
if available):_____________________
- --------------------------------------
(Total Principal Amount Represented by
Existing Securities Certificate(s))
$
- --------------------------------
If Existing Securities will be tendered by book-entry transfer, provide the
following information:
DTC Account Number:______________________
Date:______________________________________
- -------------------------------------
Must be in denominations of a principal amount of $1,000 and any integral
multiple thereof, and _________.
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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
X_____________________________ _____________________
X_____________________________ _____________________
Signature(s) of Owner(s) Date
or Authorized Signatory
Area Code and Telephone Number:______________________________________
Must be signed by the holder(s) of the Existing Securities as their
name(s) appear(s) on certificates for Existing 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.
Please print name(s) and address(es)
Name(s): __________________________________________________________________
__________________________________________________________________
__________________________________________________________________
Capacity: __________________________________________________________________
Address(es): __________________________________________________________________
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm or other entity identified in Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended, as an "eligible guarantor
institution," including (as such terms are defined therein): (i) a bank; (ii) a
broker, dealer, municipal securities broker, municipal securities dealer,
government securities broker, government securities dealer; (iii) a credit
union; (iv) a national securities exchange, registered securities association or
learning agency; or (v) a savings association that is a participant in a
Securities Transfer Association recognized program (each of the foregoing being
referred to as an "Eligible Institution"), hereby guarantees to deliver to the
Exchange Agent, at one of its addresses set forth above, either the Existing
Securities tendered hereby in proper form for transfer, or confirmation of the
book-entry transfer of such Existing Securities to the Exchange Agent's account
at The Depositary Trust Company ("DTC"), pursuant to the procedures for
book-entry transfer set forth in the Prospectus, in either case together with
one or more properly completed and duly executed Letter(s) of Transmittal (or
facsimile thereof) and any other required documents within five business days
after the date of execution of this Notice of Guaranteed Delivery.
The undersigned acknowledges that it must deliver the Letter(s) of
Transmittal and the Existing Securities tendered hereby to the Exchange Agent
within the time period set forth above and that failure to do so could result in
a financial loss to the undersigned.
- ------------------------------------- -----------------------------------
Name of Firm Authorized Signature
- ------------------------------------- -----------------------------------
Address Title
- ------------------------------------- -----------------------------------
Zip Code (Please Type or Print)
Area Code and Telephone No. _________ Dated: ____________________________
NOTE: DO NOT SEND CERTIFICATES FOR EXISTING SECURITIES WITH THIS FORM.
CERTIFICATES FOR EXISTING SECURITIES SHOULD ONLY BE SENT WITH YOUR LETTER OF
TRANSMITTAL.