EX-99.2 8 dex992.htm NOTICE OF GUARANTEED DELIVERY Notice of Guaranteed Delivery

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY

FOR

5 5/8% SENIOR NOTES DUE 2012 AND

5 7/8% SENIOR NOTES DUE 2015 OF

AMERISOURCEBERGEN CORPORATION

As set forth in the Prospectus dated                     , 2006 (the “Prospectus”) of AmerisourceBergen Corporation (the “Issuer”) and in the accompanying Letter of Transmittal (the “Letter of Transmittal”), this form or one substantially equivalent hereto must be used to accept the Issuer’s offer to exchange (the “Exchange Offer”) all of their outstanding 5 5/8% Senior Notes due 2012 (the “2012 Notes”) and all of their outstanding 5 7/8% Senior Notes due 2015 (the “2015 Notes,” together with the existing 2012 Notes, the “Old Notes”) for their 5 5/8% Senior Notes due 2012 and 5 7/8% Senior Notes due 2015 which have been registered under the Securities Act of 1933, as amended, if certificates for the Old Notes are not immediately available or if the Old Notes, the Letter of Transmittal or any other documents required thereby cannot be delivered to the Exchange Agent or the procedure for book-entry transfer cannot be completed, prior to 5:00 P.M., New York City time, on the Expiration Date (as defined below). This form may be delivered by an Eligible Institution by hand or transmitted by facsimile transmission, overnight courier or mail to the Exchange Agent as set forth below. Capitalized terms used but not defined herein have the meaning given to them in the Prospectus.

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     , 2006, UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION DATE”). TENDERS OF OLD NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M. ON THE EXPIRATION DATE.

To: J.P. Morgan Trust Company, National Association, The Exchange Agent

 

By Registered or Certified Mail, by Hand or

Overnight Courier:

  

By Facsimile:

(214) 468-6494

J.P. Morgan Trust Company, National
Association
Worldwide Securities Services

2001 Bryan Street, 9th Floor

Dallas, Texas 75202

Attention: Mr. Frank Ivins

  

Confirm by Telephone

(214) 468-6464

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS 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 Old Notes is required to be guaranteed by an “Eligible Institution” under the instructions thereto, such signature guarantee must appear in the space provided therefor in the Letter of Transmittal.

The undersigned hereby tenders to the Issuer, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal (which together constitute the “Exchange Offer”), receipt of which are hereby acknowledged,                      (fill in number of Old Notes) Old Notes pursuant to the guaranteed delivery procedures set forth in the Prospectus and Instruction 1 of the Letter of Transmittal.

The undersigned understands that tenders of Old Notes will be accepted only in principal amounts equal to $1,000 or integral multiples thereof. 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.

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.

 

Certificate No(s). for Old Notes (if available)

     

Name(s) of Record Holder(s):

                                                                                                         

     

                                                                                                         

                                                                                                         

     

                                                                                                         

Principal Amount of Old Notes:

      PLEASE PRINT OR TYPE:

                                                                                                         

     

Address:

    

                                                                                                         

    

                                                                                                         

If Old Notes will be delivered by book-entry transfer at the Depository Trust Company, Depository Account No.:     

                                                                                                         

      Area Code and Tel. No.
    

                                                                                                         

     Signature(s):
    

                                                                                                         

    

                                                                                                         

     Dated:                     , 2006

 

2

This Notice of Guaranteed Delivery must be signed by the registered holder(s) of Old Notes exactly as its (their) name(s) appear(s) on the certificate(s) for Old Notes covered hereby or on a DTC security position listing naming it (them) as the owner of such Old 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(s) must provide the following information:

PLEASE PRINT NAME(S), TITLE(S) AND ADDRESS(ES)

 

Name(s):                                                                                                                                                                                                            

 

Capacity(ies):                                                                                                                                                                                                  

 

Address(es):                                                                                                                                                                                                     

 

3

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” as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), hereby (a) represents that the tender of Old Notes effected hereby complies with Rule 14e-4 under the Exchange Act and (b) guarantees to deliver to the Exchange Agent a certificate or certificates representing the Old Notes tendered hereby, in proper form for transfer (or a confirmation of the book-entry transfer of such Old Notes into the Exchange Agent’s account at DTC, pursuant to the procedures for book-entry transfer set forth in the Prospectus), and a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) together with any required signatures and any other required documents, at one of the Exchange Agent’s addresses set forth above, within five New York Stock Exchange trading days after the date of execution of this Notice of Guaranteed Delivery.

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

 

Name of Firm:                                                                                                                                                                                           
              Authorized Signature
Address:                                                                                                 Name:                                                                                          
  Zip Code          Please Print or Type

Area Code

and Tel. No.:                                                                                  

       Date:                                                                                , 2006

NOTE: DO NOT SEND OLD NOTES WITH THIS FORM; OLD NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL SO THAT THEY ARE RECEIVED BY THE EXCHANGE AGENT WITHIN THE TIME PERIOD SET FORTH ABOVE.

 

4