EX-99.2 35 forms4_ex99-2wfb071404.txt EX. 99.2 - FORM OF NOTICE OF GUAR. DELIVERY EXHIBIT 99.2 NOTICE OF GUARANTEED DELIVERY FOR TENDER FOR EXCHANGE OF 8 3/4% SENIOR SECURED NOTES DUE 2012 OF DIAMOND JO, LLC PENINSULA GAMING CORP. PENINSULA GAMING, LLC As set forth in the Prospectus dated July [___], 2004 (the "Prospectus") of Diamond Jo, LLC ("DJL"), a Delaware limited liability company, Peninsula Gaming Corp. ("PGC", formerly named The Old Evangeline Downs Capital Corp.), a Delaware corporation, and Peninsula Gaming, LLC ("PGL" and together with DJL and PGC, the "Issuers"), and in the accompanying Letter of Transmittal and instructions thereto (the "Letter of Transmittal"), this form or one substantially equivalent hereto must be used to accept the Issuers' exchange offer (the "Exchange Offer") to exchange all of its outstanding 8 3/4% Senior Secured Notes due 2012 (the "Old Notes") if (i) certificates representing the Old Notes to be tendered for purchase and payment are not lost but are not immediately available, (ii) time will not permit the Letter of Transmittal, certificates representing such Old Notes or other required documents to reach U.S. Bank National Association (the "Exchange Agent") on or prior to 5:00 p.m., New York City time, on the Expiration Date (as defined below) or (iii) the procedures for book-entry transfer cannot be completed prior to the Expiration Date (as defined below). This form may be delivered by an Eligible Institution by mail or hand delivery or transmitted, via telegram, telex or facsimile, to the Exchange Agent as set forth below. In addition, in order to utilize the guaranteed delivery procedures to tender the Old Notes pursuant to the Exchange Offer, a properly completed and duly executed Letter of Transmittal, any other required documents and tendered Old Notes in proper form for transfer (or confirmation of a book-entry transfer of such Old Notes into the Exchange Agent's account at The Depository Trust Company) must also be received by the Exchange Agent prior to 5:00 p.m., New York City time, within four business days after the Expiration Date. All capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Prospectus. -------------------------------------------------------------------------------- THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON _________, 2004 (THE "EXPIRATION DATE") UNLESS OTHERWISE EXTENDED. TENDERS OF OLD NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. -------------------------------------------------------------------------------- TO: U.S. BANK NATIONAL ASSOCIATION, EXCHANGE AGENT, EXCHANGE AGENT By Mail, Hand or Overnight Courier: 60 LIVINGSTON AVENUE ST. PAUL, MN 55107 ATTENTION: SPECIALIZED FINANCE CORP. By Facsimile Transmission: (651) 495-8158 Confirm By Telephone: (800) 934-6802 DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION VIA TELEGRAM, TELEX OR FACSIMILE, 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 under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal. LADIES AND GENTLEMEN: The undersigned hereby tender(s) to the Issuers, 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 Old Notes set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus. The undersigned understands that tenders of Old Notes will be accepted only in authorized denominations. The undersigned understands that tenders of Old Notes pursuant to the Exchange Offer may not be withdrawn after 5:00 p.m., New York City time, on the Expiration Date. Tenders of Old Notes may also be withdrawn if the Exchange Offer is terminated without any such Old Notes being purchased thereunder or as otherwise provided in the Prospectus. 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. Name(s) of Registered Holder(s):________________________________________________ (Please Print or Type) Principal Amount of Old Notes Tendered:* Certificate No(s). (if available): $_______________________________________________________________________________ $_______________________________________________________________________________ $_______________________________________________________________________________ * Must be in denominations of principal amount of $1,000 and any integral multiple thereof. If Old Notes will be delivered by book-entry transfer to The Depository Trust Company ("DTC"), provide the DTC account number. Depository Account Number:_________________________ PLEASE SIGN HERE Must be signed by the holder(s) of Old Notes as their name(s) appear(s) on certificates for Old Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery. ________________________________________________________________________________ ________________________________________________________________________________ Signature(s) of Holder(s) or Authorized Signatory Date Area Code and Telephone Number:________________________________ If signature is by attorney-in-fact, trustee, executor, administrator, guardian, 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) of Holder(s)____________________________________________________________ ________________________________________________________________________________ Title/Capacity:_________________________________________________________________ Address(es):____________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ 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., a commercial bank or trust company having an office or a correspondent in the United States or an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees that the undersigned will deliver to the Exchange Agent the certificate(s) representing the Old Notes being tendered by this Notice of Guaranteed Delivery in proper form for transfer (or a confirmation of book-entry transfer of such Old Notes into the Exchange Agent's account at the book-entry transfer facility of DTC) with a properly completed and duly executed Letter of Transmittal and any other required documents, all within four (4) business days after the Expiration Date. Name of Firm____________________________________________________________________ (Authorized Signature) Address_________________________________________________________________________ Please Print or Type ________________________________________________________________________________ City, State Zip Code Dated___________________ Telephone Number______________________ The institution that completes this form must communicate the guarantee to the Exchange Agent by the Expiration Date and must deliver the certificates representing any Old Notes (or a confirmation of book-entry transfer of such Old Notes into the Exchange Agent's account at DTC), the Letter of Transmittal and any other required documents to the Exchange Agent within the time period shown in this Notice of Guaranteed Delivery. Failure to do so could result in a financial loss to such institution. NOTE: DO NOT SEND CERTIFICATES OF OLD NOTES WITH THIS FORM. CERTIFICATES FOR OLD NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL.