EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
TO TENDER
UNREGISTERED 11% SENIOR SUBORDINATED NOTES DUE 2008
(INCLUDING THOSE IN BOOK-ENTRY FORM)
OF
MEDIQ/PRN LIFE SUPPORT SERVICES, INC.
PURSUANT TO THE EXCHANGE OFFER AND PROSPECTUS DATED , 1998
As set forth in the Prospectus (as defined below), this form or one
substantially equivalent hereto must be used to accept the Exchange Offer (as
defined below) if certificates for unregistered 11% Senior Subordinated Notes
due 2008 (the "Old Notes") of MEDIQ/PRN Life Support Services, Inc. are not
immediately available or time will not permit a holder's Old Notes or other
required documents to reach the Exchange Agent (as defined below) on or prior to
the Expiration Date (as defined below), or the procedure for book-entry transfer
cannot be completed on a timely basis. This form may be delivered by facsimile
transmission, by registered or certified mail, by hand, or by overnight delivery
service to the Exchange Agent. See "THE EXCHANGE OFFERS--Procedures for
Tendering" in the Prospectus.
THE EXCHANGE OFFER FOR THE OLD NOTES (THE "EXCHANGE OFFER") AND WITHDRAWAL
RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 1998 (THE
"EXPIRATION DATE"), UNLESS THE EXCHANGE OFFER IS EXTENDED BY THE COMPANY.
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
UNITED STATES TRUST COMPANY OF NEW YORK
BY OVERNIGHT COURIER AND BY HAND UP TO 4:30 PM: BY REGISTERED OR CERTIFIED MAIL:
BY HAND AFTER 4:30 PM ON
THE EXPIRATION DATE ONLY:
United States Trust Company United States Trust Company United States Trust Company
of New York of New York of New York
770 Broadway, 13th Floor 111 Broadway P.O. Box 844
New York, New York 10003 Lower Level Cooper Station
Attn: Corporate Trust Services New York, New York 10006 New York, New York 10276-0844
Attn: Corporate Trust Services Attn: Corporate Trust Services
Telephone: (800) 548-6565
Facsimile: (212) 780-0592
(212) 420-6211
(Originals of all documents sent by facsimile should be sent promptly by
registered or certified mail,
by hand, or by overnight delivery service.)
DELIVERY OF THIS NOTICE TO AN ADDRESS OR TRANSMISSION OF INSTRUCTIONS VIA
FACSIMILE OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
Ladies and Gentlemen:
The undersigned hereby tenders to MEDIQ/PRN Life Support Services, Inc., a
Delaware corporation (the "Company"), in accordance with the Company's offer,
upon the terms and subject to the conditions set forth in the Prospectus dated
, 1998 (the "Prospectus"), and in the accompanying Letter of
Transmittal, receipt of which is hereby acknowledged, $ in aggregate
principal amount of the Old Notes pursuant to the guaranteed delivery procedures
described in the Prospectus.
Name(s) of Registered Holder(s):
________________________________________________________________________________
(Please Type or Print)
Address: _______________________________________________________________________
________________________________________________________________________________
Area Code & Telephone No.: _____________________________________________________
Certificate Number(s) for
Old Notes (if available): ______________________________________________________
Total Principal Amount
Tendered and Represented
by Certificate(s): $ ___________________________________________________________
Signature of Registered Holder(s): _____________________________________________
Dated: _________________________________________________________________________
/ / The Depository Trust Company
(Check if Old Notes will be tendered
by book-entry transfer)
Account Number: ________________________________________________________________
THE GUARANTEE BELOW MUST BE COMPLETED
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, being a member of or participant in the Securities Transfer
Agents Medallion Program, the New York Stock Exchange Medallion Signature
Program or the Stock Exchange Medallion Program or an "eligible guarantor
institution" within the meaning of Rule 17Ad-15 under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), hereby guarantees (a) that the
above named person(s) "own(s)" the Old Notes tendered hereby within the meaning
of Rule 14e-4 under the Exchange Act ("Rule 14e-4"), (b) that such tender of
such Old Notes complies with Rule 14e-4 and (c) to deliver to the Exchange Agent
the certificates representing the Old Notes tendered hereby or confirmation of
book-entry transfer of such Old Notes into the Exchange Agent's account at The
Depository Trust Company, in proper form for transfer, together with a Letter of
Transmittal (or facsimile thereof), properly completed and duly executed, with
any required signature guarantees and any other required documents, within three
New York Stock Exchange trading days after the earlier of (i) the date of
execution hereof and (ii) the Expiration Date.
Name of Firm: __________________________________________________________________
Address: _______________________________________________________________________
________________________________________________________________________________
Area Code & Telephone No.: _____________________________________________________
Authorized Signature ___________________________________________________________
Name: __________________________________________________________________________
Title: _________________________________________________________________________
Dated: _________________________________________________________________________
NOTE: DO NOT SEND CERTIFICATES OF OLD NOTES WITH THIS FORM. CERTIFICATES OF OLD
NOTES SHOULD BE SENT ONLY WITH A PROPERLY COMPLETED AND DULY EXECUTED
LETTER OF TRANSMITTAL.