Exhibit 99.2
FORM OF
NOTICE OF GUARANTEED DELIVERY
Vail Resorts, Inc.
OFFER TO EXCHANGE ITS 8 3/4% SENIOR SUBORDINATED NOTES DUE 2009,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
FOR ANY AND ALL OF ITS ISSUED AND OUTSTANDING
8 3/4% SENIOR SUBORDINATED NOTES DUE 2009
PURSUANT TO THE PROSPECTUS, DATED , 1999
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 1999, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS
MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY
TIME, ON THE EXPIRATION DATE.
As set forth in the Prospectus dated , 1999 (the "Prospectus") under
the caption "The Exchange Offer--Guaranteed Delivery Procedures" and the
accompanying Letter of Transmittal (the "Letter of Transmittal") and
Instruction 1 thereto, this form, or one substantially equivalent hereto, must
be used to accept the Exchange Offer if certificates representing the 8 3/4%
Senior Subordinated Notes due 2009 (the "Outstanding Notes") of Vail Resorts,
Inc., a Delaware corporation (the "Company"), are not immediately available or
if the procedure for book-entry transfer cannot be completed on a timely basis
or time will not permit a Holder's certificates or other required documents to
reach the Exchange Agent on or prior to the Expiration Date. Such form may be
delivered by hand or transmitted by telegram, telex, facsimile transmission or
mail to the Exchange Agent and must include a guarantee by an Eligible
Institution unless such form is submitted on behalf of an Eligible
Institution. Capitalized terms used and not defined herein have the respective
meanings ascribed to them in the Prospectus.
The Exchange Agent is
UNITED STATES TRUST COMPANY OF NEW YORK
By Registered or Certified Mail: By Hand before 4:30 p.m.: By Hand after 4:30 p.m. or Overnight
UNITED STATES TRUST UNITED STATES TRUST By Courier:
COMPANY OF NEW YORK COMPANY OF NEW YORK UNITED STATES TRUST
COMPANY OF NEW YORK
111 Broadway
P.O. Box 843 Cooper Station New York, NY 10006 770 Broadway, 13th Floor
New York, NY 10276 Attention: Lower Level Corporate New York, NY 10003
Attention: Corporate Trust Services Trust Window
By Facsimile:
(212) 780-0592
Confirm by Telephone:
(212) 548-6565
Delivery of this instrument to an address or transmission via facsimile number
other than the ones above will not constitute a valid delivery.
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 & Gentlemen:
Upon the terms and subject to the conditions set forth in the Prospectus
and the accompanying Letter of Transmittal, receipt of which is hereby
acknowledged, the undersigned hereby tenders to Vail Resorts, Inc., a Delaware
corporation (the "Company"), $ principal amount of Outstanding
Notes, pursuant to the guaranteed delivery procedures set forth in the
Prospectus and accompanying Letter of Transmittal.
Certificate Numbers of Principal Amount Tendered
Outstanding Notes
(if available)
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If Outstanding Notes will be tendered by book-entry transfer to the
Depositary Trust Company, provide account number.
Account No. ___________________________
The undersigned authorizes the Exchange Agent to deliver this Notice of
Guaranteed Delivery to the Company and the United States Trust Company Of New
York, as Trustee with respect to the Outstanding Notes tendered pursuant to
the Exchange Offer.
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.
SIGN HERE
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Signature(s) of Registered Holder(s) or Authorized Signatory
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Name(s) of Registered Holder(s)
(Please Type or Print)
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Address
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Zip Code
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Area code and Telephone Number
Dated: _______________________________________________________________, 1999
GUARANTEE
(Not to be Used for Signature Guarantees)
The undersigned, a member firm of a registered national securities
exchange or of the National Association of Securities Dealers, Inc., or a
commercial bank or trust company having an office in the United States,
hereby (a) represents that the above-named person(s) has a net long
position in the Outstanding Notes tendered hereby within the meaning of
Rule 14e-4 under the Securities Exchange Act of 1934, as amended, (b)
represents that such tender of Outstanding Notes complies with Rule 14e-4
and (c) guarantees delivery to the Exchange Agent of certificates
representing the Outstanding Notes tendered hereby, in proper form for
transfer, or confirmation of book-entry transfer of such Outstanding Notes
into the Exchange Agent's account at a Book-Entry Transfer Facility (as
defined in the Prospectus), in each case together with a properly completed
and duly executed Letter of Transmittal with any required signature
guarantees and any other documents required by the Letter of Transmittal,
within three New York Stock Exchange trading days after the date hereof.
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Name of Firm
Title
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Authorized Signature
Name (Please Type or Print)
------------------------------------ Dated: _____________________________
Address
, 1999
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Area Code and Telephone Number
NOTE: DO NOT SEND CERTIFICATES REPRESENTING OUTSTANDING NOTES WITH THIS FORM.
CERTIFICATES FOR OUTSTANDING NOTES MUST BE SENT WITH YOUR LETTER OF
TRANSMITTAL.
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