EX-99.2 11 dex992.htm FORM OF NOTICE OF GUARNTEED DELIVERY WITH RESPECT TO THE EXCHANGE OFFER Form of Notice of Guarnteed Delivery with respect to the Exchange Offer

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY

FOR

LOGO

5.819% Senior Notes Due 2017

 

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     , 2007, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”). OUTSTANDING NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.

 

As set forth in the prospectus, dated                     , 2007 (the “prospectus”), of ConAgra Foods, Inc. (“ConAgra Foods”) and in the related letter of transmittal, this form or one substantially similar must be used to accept ConAgra Foods’ offer to exchange all of its outstanding 5.819% Senior Notes due 2017 (the “outstanding notes”) for its 5.819% Senior Notes due 2017, which have been registered under the Securities Act of 1933, if certificates for the outstanding notes are not immediately available or if the outstanding notes, the letter of transmittal or any other required documents cannot be delivered to the exchange agent, or the procedure for book-entry transfer cannot be completed, prior to the expiration date (as defined above). This form may be delivered by an Eligible Institution by hand or overnight courier or transmitted by facsimile transmission or mailed to the exchange agent as indicated below.

Delivery to:

The Bank of New York

As Exchange Agent

By Registered or Certified Mail:

The Bank of New York

101 Barclay Street, Floor 7E

New York, NY 10286

Attn: Reorg Department

 

  

By Overnight Courier or Hand Delivery:

The Bank of New York 101

Barclay Street, Floor 7E

New York, NY 10286

Attn: Reorg Department

 

By Facsimile Transmission:

(212) 815-5704

  

Confirm by Telephone:

(212) 815-5444

Delivery of this notice to an address, or transmission of this notice via facsimile, other than as set forth above does not constitute a valid delivery.

This form is not to be used to guarantee signatures. If a signature on the letter of transmittal to be used to tender outstanding notes 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 letter of transmittal.


Ladies and Gentlemen:

The undersigned hereby tenders to ConAgra Foods, upon the terms and subject to the conditions set forth in the prospectus and in the related letter of transmittal, which together constitute the “exchange offer,” receipt of which is hereby acknowledged, outstanding notes pursuant to guaranteed delivery procedures set forth in Instruction 1 to the letter of transmittal.

The undersigned understands that tenders of outstanding notes will be accepted only in principal amounts equal to $1,000 or integral multiples thereof. The undersigned understands that tenders of outstanding notes pursuant to the exchange offer may be withdrawn only in accordance with the procedures set forth in “The Exchange Offer – Withdrawal of Tenders” section of the prospectus.

All authority herein conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death, incapacity or dissolution of the undersigned and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.

NOTE: SIGNATURES MUST BE PROVIDED WHERE INDICATED BELOW.

 

Principal Amount of Outstanding Notes Tendered for Exchange:

(must be in denominations of principal amount of $1,000 or any integral multiple thereof):

 

$                                                                             

 

  

(Check box if outstanding notes will be tendered by book-entry transfer)

 

¨ The Depository Trust Company

 

Account Number:                                             

  

Outstanding Note Certificate No(s). (if available):

  
     
     

 

PLEASE SIGN HERE

X _____________________________________________                     X_____________________________
Signature(s) of Owner(s) or Authorized Signatory                                                     Date                        

 

This Notice of Guaranteed Delivery must be signed by the registered holder(s) of outstanding notes
exactly as its (their) name(s) appear on certificates for outstanding notes or on a security position listing as the
owner of outstanding notes, or by person(s) authorized to become registered holder(s) by endorsements 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)                                                                                                                                                                

(include Zip Code)

 

Area Code and Telephone Number                                                                                                                            

 

Tax Identification or Social Security Number(s):                                                                                                     

 

 

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GUARANTEE

(Not to be used for signature guarantee)

 

The undersigned, a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), hereby:

 

(a) represents that the above named person(s) own(s) the outstanding notes to be tendered within the meaning of Rule 14e-4 under the Exchange Act;

 

(b) represents that such tender of outstanding notes complies with Rule 14e-4 under the Exchange Act; and

 

(c) guarantees that delivery to the exchange agent of certificates for outstanding notes to be tendered, in proper form for transfer (or confirmation of the book-entry transfer of such outstanding notes into the exchange agent’s account at The Depository Trust Company, pursuant to the procedures for book-entry transfer set forth in the prospectus), with delivery of a properly completed and duly executed (or manually signed facsimile) letter of transmittal with any required signatures or an agent’s message in lieu thereof and any other required documents, will be received by the exchange agent at its address set forth above within three New York Stock Exchange trading days after the expiration date.

 

I HEREBY ACKNOWLEDGE THAT I MUST DELIVER THE ITEMS GUARANTEED ABOVE TO THE EXCHANGE AGENT WITHIN THE TIME PERIOD SET FORTH AND THAT FAILURE TO DO SO COULD RESULT IN FINANCIAL LOSS TO ME.

 

Name of Firm

  

                                                                                   Authorized Signature

Address

  

Name

Zip Code

  

Title

Area Code and Tel. No.                                              

   Date                                                                              

 

NOTE: DO NOT SEND OUTSTANDING NOTES WITH THIS FORM; OUTSTANDING NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL SO THAT THEY ARE RECEIVED BY THE EXCHANGE AGENT WITHIN THREE NEW YORK STOCK EXCHANGE TRADING DAYS AFTER THE EXPIRATION DATE.

 

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