EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
9 3/8% SENIOR SUBORDINATED NOTES DUE 2005 OF
MTS, INCORPORATED
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 the Company's (as defined below) 9 3/8% Senior Subordinated
Notes due 2005 (the "Existing Notes") are not immediately available, (ii) the
Existing Notes, the Letter of Transmittal and all other required documents
cannot be delivered to State Street Bank and Trust Company of California, N.A.
(the "Exchange Agent") on or prior to 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. See Instruction 1 to the Letter
of Transmittal. This Notice of Guaranteed Delivery may be delivered by hand,
overnight courier or mail, or transmitted by facsimile transmission, to the
Exchange Agent prior to the Expiration Date. See "The Exchange Offer Procedures
for Tendering Existing Notes" in the Prospectus.
STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A.
Exchange Agent
BY MAIL, OVERNIGHT DELIVERY OR HAND:
State Street Bank and Trust Company of California, N.A.
c/o State Street Bank and Trust Company
2 International Place, 4th Floor
Boston, MA 02110
Attention: Kellie Mullen, Corporate Trust Department
TO CONFIRM BY TELEPHONE OR FOR INFORMATION:
(617) 664-5587
FACSIMILE TRANSMISSIONS:
(617) 664-5290
(Originals of all documents sent by facsimile should be sent promptly by hand,
overnight courier or registered or certified mail.)
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.
Capitalized terms used but not defined herein shall have the same meaning
given them in the Prospectus (as defined below).
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Ladies and Gentlemen:
The undersigned hereby tenders to MTS, Incorporated, a California
corporation (the "Company"), upon the terms and subject to the conditions set
forth in the Prospectus dated , 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 Notes 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."
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DESCRIPTION OF EXISTING NOTES TENDERED
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NAME(S), ADDRESS(ES) AND AREA CODE(S) AND TELEPHONE
NUMBER(S) OF REGISTERED HOLDER(S): CERTIFICATE NUMBER(S) (IF
AVAILABLE):
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Aggregate Principal Amount Tendered: $
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Signature(s):
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If Existing Notes will be tendered by book-entry transfer, please provide the following
information:
Name of Tendering Institution:
DTC Account Number:
Date:
Transaction Code Number:
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THE GUARANTEE BELOW 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 or dealer or government securities
broker or dealer, (iii) a credit union, (iv) a national securities exchange,
registered securities association or clearing agency, or (v) a savings
association, respectively, 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 (each of the foregoing being
referred to as an "Eligible Institution"), hereby guarantees to deliver to the
Exchange Agent, at its address set forth above, either the Existing Notes
tendered hereby in proper form for transfer, or confirmation of the book-entry
transfer of such Existing Notes to the Exchange Agent's account at The
Depository Trust Company ("DTC"), pursuant to the procedures for book-entry
transfer set forth in the Prospectus, in either case together with one or
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more properly completed and duly executed Letter(s) of Transmittal (or facsimile
thereof) and any other required documents on or before three New York Stock
Exchange trading days after the Expiration Date of the Exchange Offer.
The undersigned acknowledges that it must deliver the Letter(s) of
Transmittal and the Existing Notes 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.
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Name of Firm: Authorized Signature:
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Address: Name (Please Print):
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Capacity or Title:
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Area Code and Telephone Number: Date:
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NOTE: DO NOT SEND EXISTING NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY.
ACTUAL SURRENDER OF EXISTING 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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