Exhibit 99.2
NOTICE OF GUARANTEED DELIVERY
WITH RESPECT TO TENDER OF
ANY AND ALL OUTSTANDING
6.625% SERIES A SENIOR SUBORDINATED NOTES DUE 2013
IN EXCHANGE FOR
6.625% SERIES B SENIOR SUBORDINATED NOTES DUE 2013
OF
THE SCOTTS COMPANY
PURSUANT TO THE PROSPECTUS DATED , 2004
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ,
2004, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM
TIME TO TIME, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY TIME
PRIOR THE EXPIRATION DATE.
The Exchange Agent for the Exchange Offer is:
U.S. Bank National Association
By Registered or Certified Mail or Hand or Overnight Delivery:
U.S. Bank National Association
U.S. Bank West Side Flats Operations Center
60 Livingston Ave.
St. Paul, MN 55107
Attention: Specialized Finance
Facsimile Transmissions: (Eligible Institutions Only) 651-495-8158
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION TO A FACSIMILE 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.
As set forth in the prospectus (the "Prospectus") dated , 2004 of The
Scotts Company (the "Company") and in the accompanying Letter of Transmittal
and instructions thereto (the "Letter of Transmittal"), this form or one
substantially equivalent thereto must be used to accept the Company's offer
(the "Exchange Offer") to exchange new 6.625% Series B Senior Subordinated
Notes due 2013 (the "Exchange Notes") that have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), for all of its
outstanding 6.625% Series A Senior Subordinated Notes due 2013 (the "Original
Notes") if the Letter of Transmittal or any other documents required thereby
cannot be delivered to the Exchange Agent, or Original Notes cannot be
delivered or if the procedures for book-entry transfer cannot be completed
prior to the Expiration Date. This form may 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. Capitalized
terms used but not defined herein shall have the meaning given to them in the
Prospectus.
Please read the accompanying instructions carefully.
Ladies and Gentlemen:
The undersigned hereby tenders 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
Original Notes specified below pursuant to the guaranteed delivery procedures
set forth in the section of the Prospectus entitled "The Exchange Offer --
Guaranteed Delivery Procedures." By so tendering, the undersigned does hereby
make, at and as of the date hereof, the representations and warranties of a
tendering Holder of Original Notes set forth in the Letter of Transmittal.
The undersigned understands that tenders of Original Notes may be withdrawn
if the Exchange Agent receives at one of its addresses specified on the cover
of this Notice of Guaranteed Delivery, prior to the Expiration Date, a
facsimile transmission or letter which specifies the name of the person who
deposited the Original Notes to be withdrawn and the aggregate principal amount
of Original Notes delivered for exchange, including the certificate number(s)
(if any) of the Original Notes, and which is signed in the same manner as the
original signature on the Letter of Transmittal by which the Original Notes
were tendered, including any signature guarantees, all in accordance with the
procedures set forth in the Prospectus.
All authority herein conferred or agreed to be conferred shall survive the
death, incapacity, or dissolution of the undersigned and every obligation of
the undersigned hereunder shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned.
The undersigned hereby tenders the Original Notes listed below:
Aggregate Principal Amount Tendered: ___________________________________________
Name(s) of Registered Holder(s): ______________________________________________
(Please Type or Print)
Certificate Nos.: _____________________________________________________________
(If available)
Address of Registered Holder(s): ______________________________________________
________________________________________________________________________________
(Zip Code)
Daytime Area Code and Telephone No.:
Check box if Original Notes will be delivered by book-entry transfer and
provide account number:
[_]The Depository Trust Company
DTC Book-Entry Account Number: _____________________________________________
Signature(s) __________________________________________________________________
________________________________________________________________________________
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GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a participant in a recognized Signature Guarantee Medallion
Program, guarantees deposit with the Exchange Agent of the Letter of
Transmittal (or facsimile thereof), together with the Original Notes tendered
hereby in proper form for transfer, or confirmation of the book-entry transfer
of such Original Notes into the Exchange Agent's account at The Depository
Trust Company, pursuant to the procedure for book-entry transfer set forth in
the Prospectus, and any other required documents, all by 5:00 p.m., New York
City time, on the third New York Stock Exchange trading day following the
Expiration Date (as defined in the Prospectus).
Name of Firm: _________________________________________________________________
Address: _______________________________________________________________________
(Zip Code)
AUTHORIZED SIGNATURE: _________________________________________________________
Name: __________________________________________________________________________
(Please Type or Print)
Title: _________________________________________________________________________
Daytime Area Code and Telephone No.: __________________________________________
Dated: ___________________________
NOTE: DO NOT SEND ORIGINAL NOTES WITH THIS NOTICE OF GUARANTEED
DELIVERY. ACTUAL SURRENDER OF ORIGINAL 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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INSTRUCTIONS
1. Delivery of this Notice of Guaranteed Delivery. A properly completed and
duly executed copy of this Notice of Guaranteed Delivery and any other
documents required by this Notice of Guaranteed Delivery must be received by
the Exchange Agent at one of its addresses set forth on the cover hereof prior
to the Expiration Date. The method of delivery of this Notice of Guaranteed
Delivery and all other required documents to the Exchange Agent is at the
election and risk of the Holder but, except as otherwise provided below, the
delivery will be deemed made only when actually received by the Exchange Agent.
Instead of delivery by mail, it is recommended that Holders use an overnight or
hand delivery service, properly insured. If such delivery is by mail, it is
recommended that the Holder use properly insured, registered mail with return
receipt requested. For a full description of the guaranteed delivery
procedures, see the Prospectus under the caption "The Exchange Offer --
Guaranteed Delivery Procedures." In all cases, sufficient time should be
allowed to assure timely delivery. No Notice of Guaranteed Delivery should be
sent to the Company.
2. Signature on this Notice of Guaranteed Delivery; Guarantee of Signatures.
If this Notice of Guaranteed Delivery is signed by the Holder(s) referred to
herein, then the signature must correspond with the name(s) as written on the
face of the Original Notes without alteration, enlargement or any change
whatsoever. If this Notice of Guaranteed Delivery is signed by a person other
than the Holder(s) listed, this Notice of Guaranteed Delivery must be
accompanied by a properly completed bond power signed as the name of the
Holder(s) appear(s) on the face of the Original Notes without alteration,
enlargement or any change whatsoever. If this Notice of Guaranteed Delivery is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or
representative capacity, such person should so indicate when signing, and,
unless waived by the Company, evidence satisfactory to the Company of their
authority so to act must be submitted with this Notice of Guaranteed Delivery.
3. Requests for Assistance or Additional Copies. Questions relating to the
Exchange Offer or the procedure for consenting and tendering as well as
requests for assistance or for additional copies of the Prospectus, the Letter
of Transmittal and this Notice of Guaranteed Delivery, may be directed to the
Exchange Agent at the address set forth on the cover hereof or to your broker,
dealer, commercial bank or trust company.
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