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EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR
6 1/8% NOTES DUE 2007
OF
TYCO INTERNATIONAL GROUP S.A.
As set forth in the prospectus dated . , 2000 (the "Prospectus") of Tyco
International Group S.A. (the "Company") and Tyco International Ltd. ("Tyco")
and in the Letter of Transmittal (the "Letter of Transmittal"), this form or a
form substantially equivalent to this form must be used to accept the Exchange
Offer (as defined below) if the certificates for the outstanding restricted 6
1/8% Notes due 2007 (the "Restricted Notes") of the Company and all other
documents required by the Letter of Transmittal cannot be delivered to the
Exchange Agent by the Expiration Date of the Exchange Offer or compliance with
book-entry transfer procedures cannot be effected on a timely basis. Such form
may be delivered by hand or transmitted by facsimile transmission, telex or
mail to the Exchange Agent no later than the Expiration Date, and must include
a signature guarantee by an Eligible Institution as set forth below.
Capitalized terms used herein but not defined herein have the meanings ascribed
thereto in the Prospectus.
The Exchange Agent for the Exchange Offer is:
The Bank of New York
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BY REGISTERED OR FACSIMILE TRANSACTIONS: BY HAND OR OVERNIGHT
CERTIFIED MAIL (Eligible Institutions Only) DELIVERY
The Bank of New York (212) 815-6331 The Bank of New York
101 Barclay Street, 7E 101 Barclay Street
New York, New York 10286 TO CONFIRM BY TELEPHONE Corporate Trust Services Window
Attn: Kin Lau OR Ground Level
Reorganization Department FOR INFORMATION CALL: New York, New York 10286
(212) 815-3750 Attn: Kin Lau
Reorganization Department
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DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OR TRANSMISSION TO A FACSIMILE
NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE
METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES, IS AT THE RISK OF
THE HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. YOU SHOULD READ THE INSTRUCTIONS
ACCOMPANYING THE LETTER OF TRANSMITTAL CAREFULLY BEFORE YOU COMPLETE THIS
NOTICE OF GUARANTEED 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 thereto, such
signatures must appear in the applicable space provided on the Letter of
Transmittal for Guarantee of Signature(s).
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M. NEW YORK CITY
TIME ON . , 2000 UNLESS THE EXCHANGE OFFER IS EXTENDED.
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Ladies and Gentlemen:
The undersigned acknowledges receipt of the Prospectus and the related
Letter of Transmittal which describes the Company's offer (the "Exchange
Offer") to exchange (Euro)1,000 in principal amount of its 6 1/8% Notes due
2007 (the "Exchange Notes") for each (Euro)1,000 in principal amount of its
restricted 6 1/8% Notes due 2007 (the "Restricted Notes"). The undersigned
hereby tenders to the Company the aggregate principal amount of Restricted
Notes set forth below on the terms and conditions set forth in the Prospectus
and the related Letter of Transmittal pursuant to the guaranteed delivery
procedure set forth in the "Exchange Offer--Guaranteed Delivery Procedures"
section in the Prospectus and the accompanying Letter of Transmittal.
The undersigned understands that no withdrawal of a tender of Restricted
Notes may be made on or after the Expiration Date. The undersigned understands
that for a withdrawal of a tender of Restricted Notes to be effective, a
written notice of withdrawal that complies with the requirements of the
Exchange Offer must be timely received by the Exchange Agent at one of its
addresses or by facsimile specified on the cover of this Notice of Guaranteed
Delivery prior to the Expiration Date.
The undersigned understands that the exchange of Restricted Notes for
Exchange Notes pursuant to the Exchange Offer will be made only after timely
receipt by the Exchange Agent of (1) such Restricted Notes (or Book-Entry
Confirmation of the transfer of such Restricted Notes into the Exchange Agent's
account at Morgan Guaranty Trust Company of New York, Brussels office, as
operator of the Euroclear System ("Euroclear"), Clearstream Banking, societe
anonyme, Luxembourg ("Clearstream, Luxembourg"), or The Depository Trust
Company ("DTC"), as the case may be, and (2) if Restricted Notes are to be
physically delivered, a Letter of Transmittal (or facsimile thereof) with
respect to such Restricted Notes, properly completed and duly executed, with
any required signature guarantees, this Notice of Guaranteed Delivery and any
other documents required by the Letter of Transmittal or, in the case of book-
entry transfer, a properly transmitted Agent's Message.
Holders of Restricted Notes held through Euroclear or Clearstream,
Luxembourg, are required to use book-entry transfer pursuant to the standard
operating procedures of Euroclear or Clearstream, Luxembourg, as the case may
be, to accept the Exchange Offer and to tender their Restricted Notes. A
computer-generated message must be transmitted to Euroclear or Clearstream,
Luxembourg, as the case may be, in lieu of a Letter of Transmittal, in order to
tender the Restricted Notes in the Exchange Offer.
The term "Agent's Message" means a message transmitted by Euroclear,
Clearstream, Luxembourg, or DTC to, and received by, the Exchange Agent and
forming part of the confirmation of a book-entry transfer, which states that
Euroclear, Clearstream, Luxembourg, or DTC has received an express
acknowledgment from a participant in Euroclear, Clearstream, Luxembourg, or DTC
tendering the Restricted Notes and that such participant has received the
Letter of Transmittal and agrees to be bound by the terms of the Letter of
Transmittal and the Company may enforce such agreement against such
participant.
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 on the heirs, executors,
administrators, trustees in bankruptcy, personal and legal representatives,
successors and assigns of the undersigned.
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Ladies and Gentlemen:
The undersigned hereby tender(s) to the Company, upon the terms and subject
to the conditions set forth in the Prospectus and the related Letter of
Transmittal, receipt of which is hereby acknowledged, the aggregate principal
amount of Restricted Notes set forth below pursuant to the guaranteed delivery
procedures set forth in the Prospectus under the caption "The Exchange Offer--
Guaranteed Delivery Procedures."
All authority herein conferred or agreed to be conferred by this Notice of
Guaranteed Delivery 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, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives of the undersigned.
PLEASE SIGN AND COMPLETE Name(s) of Registered Holder(s):
Signature(s) of Owner(s) or ------------------------------------
Authorized Signatory: ______________ ------------------------------------
Address: ___________________________
------------------------------------
------------------------------------
Principal Amount of Restricted Area Code and Telephone No.: _______
Notes Tendered:*
If Restricted Notes will be
------------------------------------ tendered by book-entry transfer
provide the following information:
------------------------------------ Signature: _________________________
Euroclear,
Certificate No(s). of Restricted Clearstream, Luxembourg
Notes (if available): or DTC Account Number: _____________
Date: ______________________________
------------------------------------
------------------------------------
Date: ______________________________
This Notice of Guaranteed Delivery must be signed by the holder(s) of
Restricted Notes exactly as its (their) name(s) appear on certificates for
Restricted Notes or on a security position listing as the owner of Restricted
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): ___________________________________________________________________
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
DO NOT SEND RESTRICTED NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. NOTES
SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND
DULY EXECUTED LETTER OF TRANSMITTAL.
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED
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*The principal amount of Restricted Notes tendered for exchange must be in
integral multiples of (Euro)1,000 and the principal amount of untendered
Restricted Notes, if any, must be in integral multiples of (Euro)1,000.
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GUARANTEE
(Not to Be Used for Signature Guarantee)
The undersigned, a firm or other entity identified in Rule 17Ad-15 under
the Securities Exchange Act of 1934, as amended (the "Exchange Act") 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 that is a participant in a Securities Transfer Association
recognized program (each of the foregoing being referred to as an "Eligible
Institution"), hereby guarantees to deliver to the Exchange Agent at the
address set forth above, either the Restricted Notes tendered hereby in proper
form for transfer, or confirmation of the book-entry transfer of such
Restricted Notes to the Exchange Agent's account at Morgan Guaranty Trust
Company of New York, Brussels office, as operator of the Euroclear System,
Clearstream Banking, societe anonyme, Luxembourg, or the Depository Trust
Company, as the case may be, pursuant to the procedure for book-entry transfer
set forth in the Prospectus, in either case together with one or more properly
completed and duly executed Letters of Transmittal (or facsimile thereof or
agent's message in lieu thereof) and any other required documents within three
New York Stock Exchange trading days after the Expiration Date.
The undersigned acknowledges that it must deliver the Letter of Transmittal
(or agent's message in lieu thereof) and Restricted Notes tendered hereby to
the Exchange Agent within the time period set forth above and that failure to
do so could result in financial loss to the undersigned.
Name of Firm: ______________________
____________________________________
(Authorized Signature)
Address: ___________________________
Name: ______________________________
____________________________________
(Include Zip Code)
Title: _____________________________
Area Code and Date: ______________________________
Telephone No.: _____________________
DO NOT SEND RESTRICTED NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. NOTES
SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND
DULY EXECUTED LETTER OF TRANSMITTAL.
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