<PAGE>
EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
With Respect to
12% Senior Subordinated Notes due 2010
of
Ziff Davis Media Inc.
Pursuant to the Prospectus Dated , 2000
This form must be used by a holder of 12% Senior Subordinated Notes due 2010
(the "Notes") of Ziff Davis Media, Inc., a Delaware corporation, (the
"Company"), who wishes to tender Notes to the Exchange Agent pursuant to the
guaranteed delivery procedures described in "Exchange Offer--Guaranteed Delivery
Procedures" of the Companies Prospectus, dated , 2000 (the "Prospectus")
and in Instruction 2 to the related Letter of Transmittal. Any holder who wishes
to tender Notes pursuant to such guaranteed delivery procedures must ensure that
the Exchange Agent receives this Notice of Guaranteed Delivery prior to the
Expiration Date of the Exchange Offer. Capitalized terms used but not defined
herein have the meanings ascribed to them in the Prospectus or the Letter of
Transmittal.
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON , 2000 UNLESS EXTENDED
(THE "EXPIRATION DATE").
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Bankers Trust Company
(the "Exchange Agent")
By Overnight Courier
By Hand after 4:30 pm on the
Expiration Date
By Registered or Certified Mail:
Bankers Trust Company
4 Albany Street
New York, NY 1006
Attn: Corporate Trust
and Agency Services
By Facsimile: Confirm by phone:
(212) 250-0933 (212) 250-6573
Delivery of this instrument to an address other than one listed above will not
constitute a valid delivery.
For any questions regarding this Notice of Guaranteed Delivery or for any
additional information, you may contact the Exchange Agent by telephone at (212)
250-6573, or by facsimile at (212) 250-0933.
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This form 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 thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.
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Ladies and Gentlemen:
The undersigned hereby tenders to the Company, upon the terms and subject to
the condition, in the Prospectus and the related Letter of Transmittal, receipt
of which is hereby acknowledged, the principal amount of Notes as described
below pursuant to the guaranteed delivery procedures described in the Prospectus
and in Instruction 2 of the Letter of Transmittal.
The undersigned hereby tenders the Notes listed below:
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<CAPTION>
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Certificate Number(s) (if known) of Notes or Aggregate Principal Aggregate Principal
Account Number at the Book-Entry Facility Amount Represented Amount Tendered
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<S> <C> <C>
___________________________________________________________________________________________________________
___________________________________________________________________________________________________________
___________________________________________________________________________________________________________
___________________________________________________________________________________________________________
</TABLE>
<TABLE>
<CAPTION>
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PLEASE SIGN AND COMPLETE
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<S> <C>
Signatures of Registered Holder(s) or Authorized Date , 1999
Signatory:____________________________________________ ---------------------------------
______________________________________________________
______________________________________________________ Address: _________________________________
______________________________________________________ __________________________________________
Names of Registered Holder(s):
______________________________________________________ Area Code and Telephone No.: _____________
______________________________________________________
______________________________________________________
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</TABLE>
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This Notice of Guaranteed Delivery must be signed by the Holder(s)
exactly as their name(s) appear(s) on certificates for Notes or on a
security position listing as the owner of Notes, or by person(s) authorized
to become 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 must provide the
following information.
Please print name(s) and address(es)
Name(s):___________________________________________________________________
___________________________________________________________________________
Capacity:__________________________________________________________________
Address(es):_______________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
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<PAGE>
GUARANTEE
(Not to be used for signature guarantee)
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The undersigned, a firm which is a member of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
or is a commercial bank or trust company having an office or correspondent in
the United States, or is otherwise an "eligible guarantor institution" within
the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended, guarantees deposit with the Exchange Agent of the Letter of Transmittal
(or facsimile thereof), together with the Notes tendered hereby in proper form
for transfer (or confirmation of the book-entry transfer of such Notes into the
Exchange Agent's account at the Book-Entry Transfer Facility described in the
prospectus under the caption, "Exchange Offer--Guaranteed Delivery Procedures"
and in the Letter of Transmittal) and any other required documents, all by 5:00
p.m., New York City time, on the fifth New York Stock Exchange trading day
following the Expiration Date.
Name of firm:__________________________ ___________________________________
(Authorized Signature)
Address:_______________________________ Name:______________________________
(Please Print)
_______________________________________ Title:_____________________________
(Include Zip Code)
Area Code and Tel. No.:________________ Dated:_______________________, 1999
DO NOT SEND SECURITIES WITH THIS FORM. ACTUAL SURRENDER OF SECURITIES MUST BE
MADE PURSUANT TO, AND BE ACCOMPANIED BY, AN EXECUTED LETTER OF TRANSMITTAL.
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INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
1. Delivery of this Notice of Guaranteed Delivery. A properly completed and
duly executed copy of this Notice of Guaranteed Delivery and any other documents
required by this Notice of Guaranteed Delivery must be received by the Exchange
Agent at its address prior to the Expiration Date. The method of delivery of
this Notice of Guaranteed Delivery and any other required documents to the
Exchange Agent is at the election and sole risk of the holder, and the delivery
will be deemed made only when actually received by the Exchange Agent. If
delivery is by mail, registered mail with return receipt requested, properly
insured, is recommended. As an alternative to delivery by mail, the holders may
wish to consider using an overnight or hand delivery service. In all cases,
sufficient time should be allowed to assure timely delivery. For a description
of the guaranteed delivery procedures, see Instruction 2 of the Letter of
Transmittal.
2. Signatures on this Notice of Guaranteed Delivery. If this Notice of
Guaranteed Delivery is signed by the registered holder(s) of the Notes referred
to herein, the signature must correspond with the name(s) written on the face of
the Notes without alteration, enlargement, or any change whatsoever. If this
Notice of Guaranteed Delivery is signed by a participant of the Book-Entry
Transfer Facility whose name appears on a security position listing as the owner
of the Notes, the signature must correspond with the name shown on the security
position listing as the owner of the Notes.
If this Notice of Guaranteed Delivery is signed by a person other than the
registered holder(s) of any Notes listed or a participant of the Book-Entry
Transfer Facility, this Notice of Guaranteed Delivery must be accompanied by
appropriate bond powers, signed as the name of the registered holder(s) appears
on the Notes or signed as the name of the participant shown on the Book-Entry
Transfer Facility's security position listing.
If this Notice of Guaranteed Delivery is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing and submit with the Letter of Transmittal evidence
satisfactory to the Company of such person's authority to so act.
3. Requests for Assistance or Additional Copies. Questions and requests for
assistance and requests for additional copies of the Prospectus may be directed
to the Exchange Agent at the address specified in the Prospectus. Holders may
also contact their broker, dealer, commercial bank, trust company, or other
nominee for assistance concerning the Exchange Offer.
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