EX-99.2 21 y13913exv99w2.htm EX-99.2: FORM OF NOTICE OF GUARANTEED DELIVERY EX-99.2
 

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY
FOR
OFFER TO EXCHANGE
$300,000,000
SENIOR SECURED FLOATING RATE NOTES DUE 2011
FOR REGISTERED SENIOR SECURED FLOATING RATE NOTES DUE 2011
OF
INSIGHT HEALTH SERVICES CORP.

EXCHANGE AGENT:

U.S. Bank National
Association

By Hand, Overnight Delivery or
Registered/Certified Mail

U.S. Bank National Association
Corporate Trust Services
EP-MN-WS-2N
60 Livingston Avenue
St. Paul, Minnesota 55107
Attention: Specialized Finance

Facsimile Transmissions:
(Eligible Institutions Only)

(651) 495-8158

To Confirm Facsimile by Telephone or for Information Call:
(800) 934-6802

     All capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the prospectus, dated [   ], 2005 (as it may be supplemented or amended from time to time, the “Prospectus”), of InSight Health Services Corp., a Delaware corporation (“InSight”).

     As set forth in the Prospectus and in the accompanying letter of transmittal and instructions thereto (the “Letter of Transmittal”), registered Holders (as defined below) of outstanding Senior Secured Floating Rate Notes due 2011 (the “Initial Notes”) of InSight who wish to tender their Initial Notes in exchange for a like principal amount of registered Senior Secured Floating Rate Notes due 2011 (the “Exchange Notes”) of InSight and, in each case, whose Initial Notes are not immediately available but not lost or who cannot deliver their Initial Notes, the Letter of Transmittal and any other documents required by the Letter of Transmittal to U.S. Bank National Association (the “Exchange Agent”) prior to the Expiration Date (as hereinafter defined), or who cannot complete the procedure for book-entry transfer on a timely basis, may use this Notice of Guaranteed Delivery (this “Notice of Guaranteed Delivery”) to tender their Initial Notes if (i) such tender is made by or through an Eligible Institution (as defined below) and the Holder signs this Notice of Guaranteed Delivery; (ii) on or prior to the Expiration Date, the Exchange Agent has received from the Holder and the Eligible Institution a written or facsimile copy of a properly completed and duly executed Notice of Guaranteed Delivery setting forth the name and address of the Holder of the Initial Notes, the certificate number or numbers of such tendered Initial Notes and the principal amount of Initial Notes tendered, stating that the tender is being made thereby and guaranteeing that, within five business days after the date of delivery of this Notice of Guaranteed Delivery, the Letter of Transmittal (or a copy of thereof) together with the certificate(s) representing the Initial Notes (or timely confirmation of the book-entry transfer of Initial Notes into the Exchange Agent’s account at the Depository Trust Company (“DTC”)) and any

 


 

other required documents will be deposited by the Eligible Institution with the Exchange Agent; and (ii) such properly completed and executed Letter of Transmittal (or copy thereof), as well as all other documents required by the Letter of Transmittal and the certificate(s) representing all tendered Initial Notes in proper form for transfer (or timely confirmation of the book-entry transfer of Initial Notes into the Exchange Agent’s Account at DTC), is received by the Exchange Agent within five business days after the Expiration Date. Any Holder of Initial Notes who wishes to tender Initial Notes pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives this Notice of Guaranteed Delivery and Letter of Transmittal prior to 5:00 p.m., New York City time, on the Expiration Date. This Notice of Guaranteed Delivery may be delivered by hand or sent by facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight delivery) or mail to the Exchange Agent. See “The Exchange Offer — Procedures for Tendering Initial Notes” in the Prospectus.

          Unless the context requires otherwise, (i) the term “Holder” for purposes of this Notice of Guaranteed Delivery means: (A) any person in whose name Initial Notes are registered on the books of InSight or any other person who has obtained a properly completed bond power from the registered Holder; or (B) any participant in DTC whose Initial Notes are held of record by DTC who desires to deliver such Initial Notes by book-entry transfer at DTC, and (ii) the term “Eligible Institution” means an eligible guarantor institution that is a member of or participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended.

THE EXCHANGE OFFER (AS DEFINED BELOW) WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON [                 ], 2005 (THE “EXPIRATION DATE”) UNLESS
THE EXCHANGE OFFER
IS EXTENDED BY INSIGHT IN ITS SOLE DISCRETION.
TENDERS OF INITIAL NOTES MAY BE
WITHDRAWN AT ANY TIME PRIOR TO 9:00
A.M., NEW YORK CITY TIME, ON THE NEXT
BUSINESS DAY AFTER THE EXPIRATION DATE.

          FOR ANY QUESTIONS REGARDING THIS NOTICE OF GUARANTEED DELIVERY OR FOR ANY ADDITIONAL INFORMATION, YOU MAY CONTACT THE EXCHANGE AGENT BY TELEPHONE AT (800) 934-6802 OR BY FACSIMILE AT (651) 495-8158.

          DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION 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 the Letter of Transmittal is required to be guaranteed by an Eligible Institution, such signature guarantee must appear in the applicable space provided in the Letter of Transmittal.

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Ladies and Gentlemen:

          The undersigned hereby tender(s) to InSight, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, receipt of which is hereby acknowledged, the aggregate principal amount of Initial Notes set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus and the instructions to the Letter of Transmittal.

          The undersigned understands that tenders of Initial Notes will be accepted only in principal amounts equal to $1,000 or integral multiples thereof. The undersigned understands that tenders of Initial Notes pursuant to InSight’s offer to exchange Exchange Notes for Initial Notes pursuant to, and upon the terms and conditions described in, the Prospectus, Letter of Transmittal and instructions thereto (the “Exchange Offer”) may not be withdrawn after 5:00 p.m., New York City time, on the Expiration Date.

          All authority herein conferred or agreed to be conferred by this Notice of Guaranteed Delivery 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, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.

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PLEASE COMPLETE AND SIGN

     
Signature(s) of Registered Holder(s) or Authorized Signatory:
  Name(s) of Registered Holder(s):

 

 

 
Principal Amount of Initial Notes Tendered:
  Address:

 

 

 
Certificate No(s). of Initial Notes (if available):
  Area Code and Tel. No.:

 

 

 
         
Date:
 
  If Initial Notes will be delivered by book-entry transfer at The Depository Trust Company, insert Depository Account No.:
 
 
     
 
     

     This Notice of Guaranteed Delivery must be signed by the registered Holder(s) of Initial Notes exactly as its (their) name(s) appears on certificate(s) for Initial Notes or on a security position listing as the owner of Initial 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 provide the following information:

PLEASE PRINT

     
Name(s):
 
Capacity:
 
Address(es):
 
 
 

DO NOT SEND INITIAL NOTES WITH THIS FORM. INITIAL NOTES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL.

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GUARANTEE OF DELIVERY
(Not to Be Used for Signature Guarantee)

     The undersigned, a member of or participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature 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”) (each of the foregoing, an “Eligible Institution”), hereby (a) represents that each holder of Initial Notes on whose behalf this tender is being made “own(s)” the Initial Notes covered hereby within the meaning of Rule 14e-4 under the Exchange Act, (b) represents that such tender of Initial Notes complies with such Rule 14e-4 and (c) guarantees that, within five business days after the date of delivery of this Notice of Guaranteed Delivery, a properly completed and duly executed Letter of Transmittal, together with certificates representing the Initial Notes covered hereby in proper form for transfer (or timely confirmation of the book-entry transfer of Initial Notes into the Exchange Agent’s account at DTC) and any other required documents will be deposited by the undersigned with the Exchange Agent and such properly completed and executed Letter of Transmittal, as well as all other documents required by the Letter of Transmittal and the
certificate(s) representing all tendered Initial Notes in proper form for transfer (or timely confirmation of the book-entry transfer of Initial Notes into the Exchange Agent’s account at DTC) are received by the Exchange Agent within five business days after the Expiration Date.

     THE UNDERSIGNED ACKNOWLEDGES THAT IT MUST DELIVER THE LETTER OF TRANSMITTAL AND INITIAL NOTES TENDERED HEREBY TO THE EXCHANGE AGENT WITHIN THE TIME SET FORTH ABOVE AND THAT FAILURE TO DO SO COULD RESULT IN FINANCIAL LOSS TO THE UNDERSIGNED.

     
Name of Firm:
 
Authorized Signature:
 
Title:
 
Address:
 
  (Zip Code)

         
Area Code and Telephone No.:

  Date:__________________, 2005      

DO NOT SEND INITIAL NOTES WITH THIS FORM. INITIAL NOTES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL.

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