Exhibit 99.7
ANNEX E
-------
NOTICE OF GUARANTEED DELIVERY
To Tender and Give Consent in Respect of
11% Senior Subordinated Notes due 2007 of
Glenoit Corporation
Pursuant to the Offer to Purchase and Consent Solicitation Statement
dated July 6, 2000
The Depositary for the Tender Offer is:
United States Trust Company of New York
<TABLE>
<CAPTION>
By Mail (Whether Certified or Registered): By Overnight Courier:
<S> <C>
United States Trust Company of New York United States Trust Company of New York
P.O. Box 84 30 Broad Street
Bowling Green Station 14th Floor
New York, New York 10274-0084 New York, New York 10004-2304
Attention: Corporate Trust Services Attention: Corporate Trust Services
</TABLE>
By Facsimile Transmission:
(212) 422-0183 or (646) 458-8104
(For Eligible Institutions Only)
To Confirm Facsimile by Telephone:
(800) 548-6565
For Information Call:
(800) 548-6565
Delivery of this Notice of Guaranteed Delivery to an address, or
transmission via facsimile, other than as set forth above will not constitute a
valid delivery.
As set forth in the Offer to Purchase and Consent Solicitation
Statement that accompanies this Notice of Guaranteed Delivery (as it may be
supplemented from time to time, the "Statement") of Glenoit Corporation, a
Delaware corporation ("Glenoit" or the "Company"), and in the related Letter of
Transmittal (the "Letter of Transmittal" and, together with the Statement, the
"Tender Offer"), this form must be used to accept the Company's offer to
purchase its outstanding 11% Senior Subordinated Notes due 2007 (the "Notes"),
subject to the terms and conditions of the Tender Offer, if time will not permit
the Letter of Transmittal, certificates representing such Notes, and other
required documents to reach the Depositary, or the procedures for book-entry
transfer cannot be completed on or prior to the Expiration Date.
This form must be delivered by an Eligible Institution by registered or
certified mail or hand delivery, or transmitted via facsimile to the Depositary
as set forth above. All capitalized terms used herein but not defined herein
shall have the meanings ascribed to them in the Statement.
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 to the Letter of Transmittal, such signature
guarantee must appear in the applicable space provided in the Letter of
Transmittal.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tender(s) to the Company, upon the terms and
subject to the conditions set forth in the Statement and the Letter of
Transmittal (receipt of which is hereby acknowledged), the principal amount of
the Notes specified below, and thereby effects the concurrent delivery of
consents with respect to such Notes, pursuant to the guaranteed delivery
procedures set forth under the section entitled "Procedures for Tendering Your
Notes and Delivering Your Consents--Guaranteed Delivery Procedures" in the
Statement.
The undersigned understand(s) that their tender and consent may NOT be
withdrawn except under the very limited circumstances described in the
Statement. In the event of a termination of the Tender Offer, the Notes tendered
pursuant to the Tender Offer will be returned to the tendering Noteholders
promptly (or, in the case of Notes tendered by book-entry transfer, such Notes
will be credited to the account maintained at DTC from which such Notes were
delivered).
The undersigned understand(s) that payment by the Depositary for Notes
tendered and accepted for payment pursuant to the Tender Offer will be made only
after timely receipt by the Depositary of such Notes, or Book-Entry Confirmation
of the transfer of such Notes into the Depositary's account at DTC, and a Letter
of Transmittal (or facsimile thereof) with respect to such Notes properly
completed and duly executed with any required signature guarantees and any other
documents required by the Letter of Transmittal or a properly transmitted
Agent's Message.
All authority conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall not be affected by, and 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, executors,
administrators, trustees in bankruptcy, personal and legal representatives,
successors and assigns of the undersigned. Photocopies of this Notice of
Guaranteed Delivery may be used if multiples are required.
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
--------------------------------------------------------------------------------------------------------------------
PLEASE SIGN AND COMPLETE
--------------------------------------------------------------------------------------------------------------------
Signature(s) of Registered Noteholder(s) Date:____________________________________________
or Authorized Signatory:_____________________________
Address:_________________________________________
Name(s) of Registered Noteholder(s):_________________ _________________________________________________
_________________________________________________
_____________________________________________________
_____________________________________________________ Area Code and Telephone No.:_____________________
Principal Amount of Notes
Tendered:____________________________________________ If Notes will be delivered by book-entry transfer to
DTC, check the box:[ ]
Certificate No.(s) of Notes
(if available):______________________________________ DTC Account No.:________________________________
--------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF NOTES TENDERED
--------------------------------------------------------------------------------------------------------------------
---------------------------------------- ------------------------------------- -------------------------------------
Title and Identification Numbers of Certificate No.(s) of Notes
Notes Tendered (if available) Principal Amount Tendered * (if available)
---------------------------------------- ------------------------------------- -------------------------------------
---------------------------------------- ------------------------------------- -------------------------------------
---------------------------------------- ------------------------------------- -------------------------------------
---------------------------------------- ------------------------------------- -------------------------------------
</TABLE>
* Unless otherwise specified, it will be assumed that the entire
aggregate principal represented by the Notes described above is being
tendered.
This Notice of Guaranteed Delivery must be signed by the Noteholder(s)
exactly as their name(s) appear on certificate(s) for Notes or, if tendered by a
participant in DTC, exactly as such participant's name appears on a security
position listing as the owner of Notes, or by person(s) authorized to become
Noteholder(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) and address(es)
Name(s):________________________________________________________________________
________________________________________________________________________________
Capacity:_______________________________________________________________________
Address(es):____________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
DO NOT SEND NOTES WITH THIS FORM.
NOTES SHOULD BE SENT TO THE DEPOSITARY TOGETHER WITH A PROPERLY COMPLETED AND
DULY EXECUTED LETTER OF TRANSMITTAL.
--------------------------------------------------------------------------------
<PAGE>
GUARANTEE
(Not To Be Used for Signature Guarantee)
The undersigned, a recognized member of the Medallion Signature
Guarantee Program or any other "eligible guarantor institution" (each, an
"Eligible Institution"), as such term is defined in Rule 17Ad-15 promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
hereby (i) represents that the above-named persons are deemed to own the Notes
tendered hereby within the meaning of Rule 14e-4, as promulgated under the
Exchange Act ("Rule 14e-4"), (ii) represents that such tender of Notes complies
with Rule 14e-4, and (iii) guarantees that the Notes tendered hereby are in
proper form for transfer (pursuant to the procedures set forth in the Statement
under the caption "Procedures for Tendering Your Notes and Delivering Your
Consents--Guaranteed Delivery Procedures"), together with a properly completed
and duly executed Letter of Transmittal (or manually signed facsimile thereof)
with any required signature guarantee and any other documents required by the
Letter of Transmittal or a properly transmitted Agent's Message, will be
received by the Depositary at one of its addresses set forth above within two
business days after the date of execution hereof.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal or
Agent's Message and Notes to the Depositary within the time period shown herein.
Failure to do so could result in a financial loss to such Eligible Institution.
--------------------------------------------------------------------------------
Name of Firm:___________________________________________________________________
Authorized Signature:___________________________________________________________
Title:__________________________________________________________________________
Address:_______________________________________________________________
________________________________________________________________________________
(Zip Code)
Area Code and Telephone Number:_________________________________________
Dated:______________________________, 2000
--------------------------------------------------------------------------------
