EX-99.2 8 f71388orex99-2.txt EXHIBIT 99.2 1 EXHIBIT 99.2 NOTICE OF GUARANTEED DELIVERY FOR SHARES OF C-CUBE MICROSYSTEMS INC. COMMON STOCK IN EXCHANGE FOR SHARES OF LSI LOGIC CORPORATION COMMON STOCK, PURSUANT TO THE EXCHANGE OFFER DESCRIBED IN THE PROSPECTUS, DATED APRIL 13, 2001 (NOT TO BE USED FOR SIGNATURE GUARANTEES) THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK TIME, ON MAY 10, 2001, UNLESS THE OFFER IS EXTENDED. THE EXCHANGE AGENT FOR THE OFFER IS: EQUISERVE TRUST COMPANY, N.A.
By Mail: By Hand: By Overnight Delivery: EquiServe Corporate Actions Securities Transfer & Reporting EquiServe Post Office Box 4301 c/o EquiServe Attn: Corporate Actions Providence, Rhode Island 02940 100 William's Street, Galleria 150 Royall Street New York, New York 10038 Canton, Massachusetts 02021
This Notice of Guaranteed Delivery, or a form substantially equivalent hereto, must be used to accept the Offer (as defined below) if certificates representing shares of common stock, par value $0.001 per share ("C-CUBE COMMON STOCK"), of C-Cube Microsystems Inc., a Delaware corporation ("C-CUBE"), are not immediately available, if the procedure for book-entry transfer cannot be completed prior to the Expiration Date, as defined in the Prospectus, dated April 13, 2001 (as may from time to time be amended, supplemented or finalized, the "PROSPECTUS"), or if time will not permit all required documents to reach EquiServe Trust Company, N.A. (the "EXCHANGE AGENT") prior to the Expiration Date. Such form may be delivered by hand, transmitted by facsimile transmission or mailed to the Exchange Agent. See "The Transaction -- Procedure for Tendering" in the Prospectus. DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. This form 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. THE INFORMATION AGENT FOR THE OFFER IS: D.F. KING & CO., INC. Attention: Thomas A. Long Banks and Brokers Call Collect: (212) 269-5550 All Others Call Toll Free: (800) 848-3409 Fax: (212) 809-8839 2 Ladies and Gentlemen: The undersigned hereby tenders to Clover Acquisition Corp. ("PURCHASER"), a Delaware corporation and a wholly owned subsidiary of LSI Logic Corporation, a Delaware corporation ("LSI LOGIC"), pursuant to the offer by LSI Logic to acquire all of the outstanding shares of C-Cube Common Stock in an exchange offer and subsequent merger upon the terms and subject to the conditions set forth in the Prospectus, receipt of which, together with the related Letter of Transmittal, is hereby acknowledged, the number of shares of C-Cube common stock set forth below, pursuant to the guaranteed delivery procedures described under "The Transaction -- Guaranteed Delivery" in the Prospectus. Signature(s):___________________________________________________________________ Name(s) of Record Holders:______________________________________________________ (PLEASE TYPE OR PRINT) Number of Shares of C-Cube Common Stock:________________________________________ Certificate Number(s) (if available):___________________________________________ Dated: ______________________________________ , 2001 Area Code and Telephone Number(s):______________________________________________ Check Box if Shares of C-Cube Common Stock will be Tendered by Book-Entry Transfer: [ ] Account Number:_________________________________________________________________ Address(es):____________________________________________________________________ (ZIP CODE) Area Code and Telephone Number(s):______________________________________________ Check box if Shares of C-Cube Common Stock will be Tendered by Book-Entry Transfer: [ ] Account Number:_________________________________________________________________ 2 3 GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEES) The undersigned, a participant in the Security Transfer Agents Medallion Program, guarantees to deliver to the Exchange Agent either certificates representing the shares of C-Cube Common Stock tendered hereby, in proper form for transfer, or timely confirmation of book-entry transfer of such shares of C-Cube Common Stock into the Exchange Agent's account at The Depository Trust Company, in each case with delivery of a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), with any required signature guarantees, or an Agent's Message (as defined in the Prospectus), and any other documents required by the Letter of Transmittal, within three (3) New York Stock Exchange trading days after the date hereof. The Eligible Institution that completes this form must communicate the guarantee to the Exchange Agent and must deliver the Letter of Transmittal and certificates for shares of C-Cube Common Stock to the Exchange Agent within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution. Name of Firm: Address: (ZIP CODE) Area Code and Telephone Number: Authorized Signature: PLEASE PRINT Name: Title: Dated: ______________________________________ , 2001 NOTE: DO NOT SEND CERTIFICATES WITH THIS NOTICE OF GUARANTEED DELIVERY. CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL. 3