EXHIHBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
8 7/8% SENIOR NOTES DUE 2006
IN EXCHANGE FOR
8 7/8% SENIOR NOTES DUE 2006
OF
FRUIT OF THE LOOM, INC.
PURSUANT TO THE PROSPECTUS DATED JULY , 1999
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
THE BANK OF NEW YORK
BY MAIL, HAND OR OVERNIGHT COURIER: BY FACSIMILE:
The Bank of New York (212) 815-6339
101 Barclay Street, 7 East
New York, New York 10286 Confirm by Telephone:
Attention: Carolle Montreuil
Reorganization Section (212) 815-3738
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR
TRANSMISSION VIA FACSIMILE TO A NUMBER, OTHER THAN AS SET FORTH ABOVE WILL NOT
CONSTITUTE VALID DELIVERY.
As set forth in the Prospectus, dated July , 1999 (as it may be
supplemented and amended from time to time, the "PROSPECTUS"), of Fruit of the
Loom, Inc. (the "Company"), Fruit of the Loom, Ltd., a Cayman Islands
corporation ("FTL-Cayman"), and each of the Company's principal domestic
subsidiaries (the "Guarantor Subsidiaries"), under the caption "The Exchange
Offer--Guaranteed Delivery Procedures," and in the Instructions to the related
Letter of Transmittal (the "LETTER OF TRANSMITTAL"), this form, or one
substantially equivalent hereto, or an Agent's Message relating to the
guaranteed delivery procedures, must be used to accept the Company's offer (the
"EXCHANGE OFFER") to exchange any and all of its outstanding 8 7/8% Senior Notes
due 2006, guaranteed by FTL-Cayman and the Guarantor Subsidiaries (the
"OUTSTANDING NOTES"), for new 8 7/8% Senior Notes due 2006, guaranteed by
FTL-Cayman and the Guarantor Subsidiaries (the "EXCHANGE NOTES"), if (a)
certificates representing the Outstanding Notes to be tendered are not
immediately available, (b) time will not permit the Letter of Transmittal,
certificates representing such Initial Notes and other required documents to
reach the Exchange Agent on or prior to the Expiration Date (as defined herein),
or (c) 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 herein)
by mail or hand delivery or transmitted via facsimile to the Exchange Agent as
set forth above. If a signature on the Letter of Transmittal is required to be
guaranteed by a Medallion Signature Guarantor (as defined in the Letter of
Transmittal) under the instructions thereto, such signature guarantee must
appear in the applicable space provided in the Letter of Transmittal. This form
is not to be used to guarantee signatures.
Questions and requests for assistance and requests for additional copies of
the Prospectus may be directed to the Exchange Agent. Holders may also contact
their broker, dealer, commercial bank, trust company or other nominee for
assistance concerning the Exchange Offer.
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON AUGUST 22, 1999, UNLESS EXTENDED ("THE EXPIRATION DATE").
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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 related Letter of
Transmittal (receipt of which is hereby acknowledged), the principal amount of
the Outstanding Notes specified below pursuant to the guaranteed delivery
procedures set forth in the Prospectus under "The Exchange Offer--Guaranteed
Delivery Procedures" and in Instruction 2 to the Letter of Transmittal. The
undersigned hereby authorizes the Exchange Agent to deliver this Notice of
Guaranteed Delivery to the Company with respect to the Notes tendered pursuant
to the Exchange Offer.
The undersigned understands that the Outstanding Notes will be exchanged
only after timely receipt by the Exchange Agent of (1) the Outstanding Notes or
a book-entry confirmation, and (2) a Letter of Transmittal (or a manually signed
facsimile thereof), including by means of an Agent's Message, of the transfer of
the Outstanding Notes into the Exchange Agent's account at the book-entry
transfer facility, with respect to the Outstanding Notes, properly completed and
duly executed, with any signature guarantees and any other documents required by
the Letter of Transmittal within three New York Stock Exchange trading days
after the execution hereof. The undersigned also understands that the method of
delivery of this Notice of Guaranteed Delivery and any other required documents
to the Exchange Agent is at the election and sole risk of the holder, and the
delivery will be deemed made only when actually received by the Exchange Agent.
The undersigned understands that tenders of the Outstanding Notes will be
accepted only in principal amounts equal to $1,000 or integral multiples
thereof. The undersigned also understands that tenders of the Outstanding Notes
may be withdrawn at any time prior to the Expiration Date.
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.
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PLEASE SIGN AND COMPLETE
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Signature(s) of Registered Holder(s) or
Authorized Signatory: ________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
Name(s) of Registered Holder(s): _____________________________________________
______________________________________________________________________________
______________________________________________________________________________
Principal Amount of the Outstanding Notes Tendered: __________________________
______________________________________________________________________________
Certificate No.(s) of the Outstanding Notes (if available) ___________________
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- ---------------------------------------------
Date: ________________________________________________________________________
Address: _____________________________________________________________________
______________________________________________________________________________
Area Code and Telephone No. __________________________________________________
If the Outstanding Notes will be delivered by book-entry transfer, check The
Depository Trust Company below:
/ / The Depository Trust Company
Depository
Account No. __________________________________________________________________
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This Notice of Guaranteed Delivery must be signed by the holder(s) exactly as
their name(s) appear(s) on the certificate(s) for the Outstanding Notes or on
a security position listing as the owner of the Outstanding Notes, or by
person(s) authorized to become holder(s) by endorsements and documents
transmitted with this Notice of Guaranteed Delivery without alteration,
enlargement or any change whatsoever. 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): _________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
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DO NOT SEND THE OUTSTANDING NOTES WITH THIS FORM. THE OUTSTANDING NOTES
SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY
EXECUTED LETTER OF TRANSMITTAL.
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member of the Securities Transfer Agents Medallion
Program, the Stock Exchange Medallion Program or the New York Stock Exchange,
Inc. Medallion Signature Program (each, an "ELIGIBLE INSTITUTION"), hereby (1)
represents that the above-named persons are deemed to own the Outstanding Notes
tendered hereby within the meaning of Rule 14e-4 promulgated under the
Securities Exchange Act of 1934, as amended ("RULE 14E-4"), (2) represents that
such tender of the Outstanding Notes complies with Rule 14e-4, and (3)
guarantees that the Outstanding Notes tendered are in proper form for transfer
(pursuant to the procedures set forth in the Prospectus under "The Exchange
Offer-- Guaranteed Delivery Procedures"), and that the Exchange Agent will
receive (a) the Outstanding Notes, or a Book-Entry Confirmation of the transfer
of the Outstanding Notes into the Exchange Agent's account at the DTC, and (b) a
properly completed and duly executed Letter of Transmittal or facsimile thereof
(or Agent's message) with any required signature guarantees and any other
documents required by the Letter of Transmittal within three New York Stock
Exchange trading 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 and
the Outstanding Notes to the Exchange Agent within the time period shown herein.
Failure to do so could result in a financial loss to the Eligible Institution.
Name of Firm: __________________________________________________________________
Authorized Signature: __________________________________________________________
Title: _________________________________________________________________________
Address: _______________________________________________________________________
________________________________________________________________________________
(Zip Code)
Area Code and Telephone Number: ________________________________________________
Dated: __________________________________, 1999
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