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Acme Intermediate Holdings LLC – ‘S-4’ on 11/14/97 – EX-99.2-INT

As of:  Friday, 11/14/97   ·   Accession #:  1024739-97-727   ·   File #:  333-40277

Previous ‘S-4’:  None   ·   Next:  ‘S-4/A’ on 1/16/98   ·   Latest:  ‘S-4/A’ on 2/9/98

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/14/97  Acme Intermediate Holdings LLC    S-4                   59:2.7M                                   Global Fin’l … Inc/DC/FA

Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a               180   1.08M 
                          Business-Combination Transaction                       
 2: EX-3.1      Certificate of Formation                               1     15K 
 3: EX-3.2      Limited Liability Company Agreemen                    35    137K 
 4: EX-3.3      Articles of Incorporation                              2     18K 
 5: EX-3.4      Acme Intermediate Finance, Inc. By-Laws               14     56K 
 6: EX-4.1      Indenture                                            148    473K 
 7: EX-4.2      Indenture                                            135    432K 
 9: EX-5.1-INT  Exhibit 5.1-Int - Opinion Re: Legality                 3     23K 
 8: EX-5.1-INT  Intermediate Opinion                                   3     24K 
10: EX-10.1     Stock Purchase Agreement                              46    204K 
19: EX-10.10    Management Agreement                                  14     53K 
20: EX-10.11    Exhibit 10.11 - Amendment (Channel 32)                 2     20K 
21: EX-10.12    Exhibit 10.12 - Noncompetition Agreement for Kwbp      5     28K 
22: EX-10.13    Exhibit 10.13 - Management Agreement for Station      16     50K 
23: EX-10.14    Management Agreement                                  14     47K 
24: EX-10.15    Exhibit 10.15-Wint Escrow                              9     43K 
25: EX-10.18    Exhibit 10.18 - Affiliation Agreement for Kwbp        21     67K 
26: EX-10.19    Exhibit 10.19 - Commitment Letter From Wb              1     18K 
11: EX-10.2     Exhibit 10.2 - Escrow Agreement for Kplr              14     61K 
27: EX-10.20    Exhibit 10.20 - Employment Agreement With Gealy        6     33K 
28: EX-10.21    Exhibit 10.21 - Employment Agreement With Allen        6     32K 
29: EX-10.22    Exhibit 10.22 - Consulting Agreement With Kellner      6     30K 
30: EX-10.23    Exhibit 10.23 - Commercial Building Lease for Kwbp    15     68K 
31: EX-10.24    Exhibit 10.24 - Lease Agreement for Kwbp Tower        16     65K 
32: EX-10.25    Exhibit 10.25 - Lease Agreement for Wbxx              22     74K 
33: EX-10.26    Exhibit 10.26 - Tower Lease for Wbxx                  13     38K 
34: EX-10.27    Exhibit 10.27 - First Modification to Agreement        4     24K 
12: EX-10.3     Exhibit 10.3 - Time Brokerage Agreement               19     69K 
35: EX-10.30    Exhibit 10.30 - Studio Lease for Kplr                  4     27K 
36: EX-10.31    Exhibit 10.31 - Tower Lease for Kplr                  26     51K 
37: EX-10.32    Exhibit 10.32 - Amendment to Tower Leases for Kplr     3     22K 
38: EX-10.33    Exhibit 10.33 - Koplar/Roberts - Agreement            15     69K 
39: EX-10.35-INT  Exhibit 10.35 - Registration Rights Agreement       34    119K 
40: EX-10.36-INT  Exhibit 10.36 - Membership Unitholders Agreement    31    108K 
41: EX-10.37    Purchase Agreement for Intermediate                   41    152K 
42: EX-10.38-INT  Exhibit 10.38 - Securities Pledge Agreement         21     73K 
13: EX-10.4     Membership Contribution Agreement                     28    102K 
14: EX-10.5     Exhibit 10.5 - Asset Purchase Agreement               25     87K 
15: EX-10.6     Exhibit 10.6 - Purchase Agreement for Wbxx            63    133K 
16: EX-10.7     Exhibit 10.7-Asset Purchase Agreement for Kwbp        38    163K 
17: EX-10.8     Exhibit 10.8 - Amendment                               3     20K 
18: EX-10.9     Exhibit 10.9 - Amendment (Acme)                        3     18K 
43: EX-21.1-INT  Exhibit 21.1 - Subsidiaries                           1     15K 
44: EX-23.2     Consent of Experts and Counsel                         1     15K 
45: EX-23.3     Consents of Experts                                    1     15K 
46: EX-23.4     Consent of Experts and Counsel                         1     15K 
47: EX-24.1-INT  Power of Attorney - Allen                             1     16K 
48: EX-24.2-INT  Power of Attorney - Gealy                             1     16K 
49: EX-24.3-INT  Power of Attorney - Kellner                           1     16K 
50: EX-25.1-INT  Exhibit 25.1-Int - Statement of Eligibility          30    106K 
51: EX-27.1     Financial Data Schedule                                1     19K 
52: EX-99.1-INT  Exhibit 99.1-Int - Letter of Transmittal             20     68K 
53: EX-99.2-INT  Exhibit 99.2-Int - Notice of Guaranteed Delivery      5     26K 
54: EX-99.3-INT  Exhibit 99.3-Int - Letter to Brokers                  2     19K 
55: EX-99.4-INT  Exhibit 99.4-Int - Letter to Clients                  2     18K 
56: EX-99.5-INT  Exhibit 99.5-Int - Instruction to Holder              2     19K 
57: EX-99.6-INT  Exhibit 99.6-Int - Guidelines for Certification       7     27K 
58: EX-99.7     Consent as Member-Koplar                               1     16K 
59: EX-99.8     Consent as Member-Roberts                              1     16K 


EX-99.2-INT   —   Exhibit 99.2-Int – Notice of Guaranteed Delivery

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NOTICE OF GUARANTEED DELIVERY for Tender of 12% Senior Secured Discount Notes due 2005, Series A in Exchange for 12% Senior Secured Discount Notes due 2005, Series B ACME INTERMEDIATE HOLDINGS, LLC ACME INTERMEDIATE FINANCE, INC. This form or one substantially equivalent hereto must be used by a holder to accept the Exchange Offer of ACME Intermediate Holdings, LLC (the "Company") and ACME Intermediate Finance, Inc. ("ACME Finance" and, together with the Company, the "Issuers"), who wishes to tender 12% Senior Secured Discount Notes due 2005, Series A (the "Original Notes") to the Exchange Agent pursuant to the guaranteed delivery procedures described in "The Exchange Offer -- Guaranteed Delivery Procedures" of the Issuers' Prospectus, dated ____________, 1998 (the "Prospectus") and in Instruction 2 to the related Letter of Transmittal. Any holder who wishes to tender Original Notes pursuant to such guaranteed delivery procedures must ensure that the Exchange Agent receives this Notice of Guaranteed Delivery prior to the Expiration Date (as defined below) 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. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON _______________, 1998, UNLESS EXTENDED (THE "EXPIRATION DATE"). ORIGINAL NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE. The Exchange Agent for the Exchange Offer is: WILMINGTON TRUST COMPANY By Registered or Certified Mail or by Overnight Courier: By Hand: Wilmington Trust Company Wilmington Trust Company Attn: Jill Rylee Attn: Corporate Trust Operations Corporate Trust & c/o Harris Trust Company Administration Window of New York, as Agent 1100 North Market Street 88 Pine Street
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Rodney Square North 19th Floor Wilmington, DE 19890-0001 Wall Street Plaza New York, NY 10005 By Facsimile: Wilmington Trust Company (302) 651-1079 ____________________________ Confirm by Telephone: (302) 651-8869 Jill Rylee ______________________________________________ DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID 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 SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED BOX ON THE LETTER OF TRANSMITTAL FOR GUARANTEE OF SIGNATURES. Ladies and Gentlemen: The undersigned hereby tenders to the Issuers, 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 principal amount of Original Notes set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus and in Instruction 2 of the Letter of Transmittal. The undersigned hereby tenders the Original Notes listed below: CERTIFICATE NUMBER(S) (IF KNOWN) OF ORIGINAL AGGREGATE AGGREGATE NOTES OR ACCOUNT PRINCIPAL PRINCIPAL NUMBER AT THE BOOK- AMOUNT AMOUNT ENTRY FACILITY REPRESENTED TENDERED
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PLEASE SIGN AND COMPLETE Signatures of Registered Holder(s) or Authorized Signatory: _______________________________ Date: __________________________ _______________________________ Address: _______________________ ________________________________ Name(s) of Registered Area Code and Telephone No.: Holder(s): _______________________________ _______________________________ _______________________________ This Notice of Guaranteed Delivery must be signed by the Holder(s) exactly as their name(s) appear on certificates for Original Notes or on a security position listing as the owner of Original 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, administer, 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): __________________________ GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE) 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, guarantees deposit with the Exchange Agent of the Letter of Transmittal (or facsimile thereof), together with the Original Notes tendered hereby in proper form for transfer (or confirmation of the book-entry transfer of such Original Notes into the Exchange Agent's account at the Book-Entry Transfer Facility described in the Prospectus under the caption "The 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, within five New York Stock Exchange trading days following the Expiration Date. Name of Firm: _______________________________ _______________________________ (AUTHORIZED SIGNATURE) Address: _______________________________ Name: _________________________ (INCLUDE ZIP CODE) Title: ______________________ (PLEASE TYPE OR PRINT) Area Code and Telephone No.: _______________________________ Date: ________________, 19____ DO NOT SEND ORIGINAL NOTES WITH THIS FORM. ACTUAL SURRENDER OF ORIGINAL NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.
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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 set forth herein 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 Original Notes referred to herein, the signature must correspond with the name(s) written on the face of the Original 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 Original Notes, the signature must correspond with the name shown on the security position listing as the owner of the Original Notes. - If this Notice of Guaranteed Delivery is signed by a person other than the registered holder(s) of any Original 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 Original 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 Issuers of such person's authority to so act.
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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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Filing Submission 0001024739-97-000727   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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