EX-99.2 8 c89022exv99w2.txt FORM OF NOTICE OF GAURANTEED DELIVERY EXHIBIT 99.2 NOTICE OF GUARANTEED DELIVERY FOR TENDERS OF $400,000,000 AGGREGATE PRINCIPAL AMOUNT OF 3.95% NOTES DUE 2007, $600,000,000 AGGREGATE PRINCIPAL AMOUNT OF 4.80% NOTES DUE 2009, $500,000,000 AGGREGATE PRINCIPAL AMOUNT OF 5.75% NOTES DUES 2014, $300,000,000 AGGREGATE PRINCIPAL AMOUNT OF 6.65% DEBENTURES DUE 2024, AND $400,000,000 AGGREGATE PRINCIPAL AMOUNT OF 6.70% DEBENTURES DUE 2034 OF THE MAY DEPARTMENT STORES COMPANY This Notice of Guaranteed Delivery, or one substantially equivalent to this form, must be used to accept the Exchange Offer (as defined below) of The May Department Stores Company, a New York corporation (the "Company") made pursuant to the Prospectus, dated , 2004 (as the same may be amended or supplemented from time to time, the "Prospectus"), and the related Letter of Transmittal ("Letter of Transmittal"), if the Letter of Transmittal and all other required documents cannot be delivered or transmitted by facsimile transmission, mail or hand delivery to J.P. Morgan Trust Company, National Association (the "Exchange Agent") on or prior to 5:00 p.m., New York City time, on the Expiration Date (as defined in the Prospectus) or the procedures for delivery by book-entry transfer cannot be completed on a timely basis. See "The Exchange Offer -- Procedures for Tendering Old Securities" section in the Prospectus. The term "Old Securities" means all of the issued and outstanding aggregate principal amount of the following series of securities of the Company: $400,000,000 of 3.95% Notes due 2007, $600,000,000 of 4.80% Notes due 2009, $500,000,000 of 5.75% Notes due 2014, $300,000,000 of 6.65% Debentures due 2024 and $400,000,000 of 6.70% Debentures due 2034. -------------------------------------------------------------------------------- THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2004 (UNLESS EXTENDED) (THE "EXPIRATION DATE"). TENDERED OLD SECURITIES MAY BE WITHDRAWN AT ANY TIME ON OR PRIOR TO THE EXPIRATION DATE OF THE EXCHANGE OFFER. -------------------------------------------------------------------------------- Deliver to: J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION By registered or certified mail, overnight By Facsimile for Eligible Institutions: courier or hand delivery: (214) 468-6494 Attention: Frank Ivins J.P. Morgan Trust Company, National Association Institutional Trust Services Facsimile Confirmation: 2001 Bryan Street, 9th Floor (214) 468-6464 Dallas, TX 75201 Attention: Frank Ivins For Information, Call: (800) 275-2048
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE DOES 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 to the Letter of Transmittal, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal. 1 Ladies and Gentlemen: The undersigned hereby tenders to the Company, upon the terms and conditions set forth in the Prospectus and the related Letter of Transmittal (which together constitute the "Exchange Offer"), receipt of which are hereby acknowledged, the aggregate principal amount of Old Securities of each series set forth below pursuant to the guaranteed delivery procedures described in "The Exchange Offer" section in the Prospectus and in the Letter of Transmittal. AGGREGATE PRINCIPAL AMOUNT OF 3.95% NOTES DUE 2007 TENDERED: $__________________ Certificate Nos. (if available): ______________________________________ Total Principal Amount Represented by Certificate(s) for the 3.95% Notes: ___________________________________ AGGREGATE PRINCIPAL AMOUNT OF 4.80% NOTES DUE 2009 TENDERED: $__________________ Certificate Nos. (if available): ______________________________________ Total Principal Amount Represented by Certificate(s) for the 4.80% Notes: ___________________________________ AGGREGATE PRINCIPAL AMOUNT OF 5.75% NOTES DUE 2014 TENDERED: $__________________ Certificate Nos. (if available): ______________________________________ Total Principal Amount Represented by Certificate(s) for the 5.75% Notes: ___________________________________ AGGREGATE PRINCIPAL AMOUNT OF 6.65% DEBENTURES DUE 2024 TENDERED: $_____________ Certificate Nos. (if available): ______________________________________ Total Principal Amount Represented by Certificate(s) for the 6.65% Debentures: ______________________________ AGGREGATE PRINCIPAL AMOUNT OF 6.70% DEBENTURES DUE 2034 TENDERED: $_____________ Certificate Nos. (if available): ______________________________________ Total Principal Amount Represented by Certificate(s) for the 6.70% Debentures: ______________________________ If Old Securities will be tendered by book-entry transfer, provide the following information: Name of Tendering Institution: ________________________________________________ Account Number: _______________________________________________________________ Date: _________________________________________________________________________ 2 Name(s) of Registered Holders: _________________________________________________ Address(es): __________________________________________________________________ ________________________________________________________________________________ Area Code and Telephone Number(s): _____________________________________________ Signature(s) __________________________________________________________________ ________________________________________________________________________________ GUARANTEE The undersigned, a firm or other entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, as an "eligible guarantor institution," including (as such terms are defined therein): (i) a bank; (ii) a broker, dealer, municipal securities broker, municipal securities dealer, government securities broker or government securities dealer; (iii) a credit union; (iv) a national securities exchange, registered securities association or clearing agency; or (v) a savings association (each, an "Eligible Institution"), hereby guarantees to deliver to the Exchange Agent, at its addresses set forth above, either the Old Securities of each series tendered hereby in proper form for transfer, or confirmation of the book-entry transfer of such Old Securities of such series pursuant to the procedures for book-entry transfer set forth in the Prospectus, in either case together with one or more properly completed and duly executed Letter(s) of Transmittal (or facsimiles thereof), with any required signature guarantees, and any other required documents or, in the case of Old Securities of such series tendered by book-entry transfer, an appropriate agent's message (as defined in the Prospectus), in each case within three New York Stock Exchange trading days after the Expiration Date of the Exchange Offer for the Old Securities of such series. Name of Firm: __________________________________________________________________ Address: _______________________________________________________________________ ________________________________________________________________________________ (including Zip Code) Area Code and Telephone Number: ________________________________________________ ________________________________________________________________________________ (Authorized Signature) Name: __________________________________________________________________________ Date: _________________________________________________________________________ 3