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¶ – Release Delayed ·Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 2.32M
Business-Combination Transaction
42: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 21K
43: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 14K
2: EX-1.1 Purchase Agreement, Dated May 17,2006 HTML 260K
19: EX-3.10(I) Articles of Organization of Unifi Export Sales, HTML 25K
LLC
20: EX-3.10(II) Operating Agreement of Unifi Export Sales, LLC HTML 100K
21: EX-3.11(I) Articles of Incorporation of Charlotte Technology HTML 30K
Group,Inc
22: EX-3.11(II) Bylaws of Charlotte Technology Group, Inc HTML 100K
23: EX-3.12(I) Articles of Incorporation of Unifi International HTML 34K
Service, Inc.
24: EX-3.12(II) Bylaws of Unifi International Service, Inc. HTML 58K
25: EX-3.13(I) Articles of Organization of Unifi Technical HTML 22K
Fabrics, LLC
26: EX-3.13(II) Bylaws of Unifi Technical Fabrics, LLC HTML 48K
27: EX-3.14(I) Articles of Incorporation of Utg Shared Services, HTML 24K
Inc.
28: EX-3.14(II) Bylaws of Utg Shared Services, Inc. HTML 56K
29: EX-3.15(I) Articles of Organization of Unimatrix America, LLC HTML 23K
30: EX-3.15(II) Bylaws of Unimatrix America, LLC HTML 49K
3: EX-3.2(I) Articles of Organization of Unifi Manufacturing HTML 25K
Virginia, LLC
4: EX-3.2(II) Operating Agreement of Unifi Manufacturing HTML 100K
Virginia, LLC
5: EX-3.3(I) Articles of Incorporation of Unifi Manufacturing, HTML 25K
Inc
6: EX-3.3(II) By-Laws of Unifi Manufacturing, Inc HTML 58K
7: EX-3.4(I) Articles of Organization of Glenttouch Yarn HTML 22K
Company, LLC
8: EX-3.4(II) Bylaws of Glentouch Yarn Company, LLC HTML 49K
9: EX-3.5(I) Articles of Organization of Unifi Kinston,LLC HTML 33K
10: EX-3.5(II) Operating Agreement of Unifi Kinston,LLC HTML 97K
11: EX-3.6(I) Articles of Organization of Unifi Textured HTML 23K
Polyester, LLC
12: EX-3.6(II) Operating Agreement of Unifi Textured Polyester, HTML 154K
LLC
13: EX-3.7(I) Articles of Incorporation of Unifi Sales & HTML 24K
Distribution, Inc.
14: EX-3.7(II) Bylaws of Unifi Sales and Distribution, Inc HTML 58K
15: EX-3.8(I) Articles of Incorporation of Spanco Industries,Inc HTML 29K
16: EX-3.8(II) Bylaws of Spanco Industries, Inc HTML 54K
17: EX-3.9(I) Articles of Incorporation of Spanco International, HTML 24K
Inc
18: EX-3.9(II) Bylaws of Spanco International, Inc HTML 60K
31: EX-5.1 Opinion of Paul, Weiss, Rifkind,Wharton & Garrison HTML 29K
LLP
32: EX-5.2 Opinion of Moore & Van Allen Pllc HTML 33K
33: EX-8.1 Opinion of Paul,Weiss,Rifkinf, Wharton & Garrison HTML 24K
as to Certain Tax Matters
35: EX-21.1 List of Subsidiaries HTML 26K
36: EX-23.1 Consent of Ernst & Young LLP, Independent HTML 19K
Registered Public Accounting Firm
37: EX-23.2 Consent of Ernst & Young Hua Ming,Independent HTML 19K
Registered Public Accounting Firm
38: EX-23.3 Consent of Grant Thornton LLP, Independent HTML 18K
Certified Public Accounting Firm
39: EX-25.1 Statement re: Eligibility of Trustee -- Form T-1|2 HTML 46K
40: EX-99.1 Letter of Transmittal HTML 120K
41: EX-99.2 Notice of Guaranteed Delivery HTML 37K
34: EX-12.1 Statement of Computation of Ratios of Earnings of HTML 40K
Fixed Charges
| Notice of Guaranteed Delivery |
Exhibit 99.2
NOTICE OF GUARANTEED DELIVERY
UNIFI, INC.
OFFER TO EXCHANGE
$190,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS
11 1/2% SENIOR SECURED NOTES DUE 2014 (CUSIP NUMBER 904677AF8/U9043NAA),
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR A LIKE AGGREGATE PRINCIPAL AMOUNT OF ITS
11 1/2% SENIOR SECURED NOTES DUE 2014 (CUSIP NUMBERS )
This form or one substantially equivalent hereto must be used to accept the Exchange Offer of Unifi, Inc. (the “Company”) made pursuant to the prospectus dated (the “Prospectus”), if certificates for the outstanding $190,000,000 aggregate principal amount of its 11 1/2% Senior Secured Notes due 2014 (CUSIP Numbers 904677AF8/U9043NAA) (the “Initial Notes”) are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Company prior to 5:00 p.m., New York City time, on the Expiration Date of the Exchange Offer. Such form may be delivered or transmitted by telegram, telex, facsimile transmission, mail or hand delivery to U.S. Bank National Association (the “Exchange Agent”) as set forth below. In addition, in order to utilize the guaranteed delivery, a Letter of Transmittal (or facsimile thereof), must also be received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date. Certificates for all tendered Initial Notes in proper form for transfer or a book-entry confirmation, as the case may be, and all other documents required by the Letter of Transmittal must be received by the Exchange Agent within three New York Stock Exchange trading days after the Expiration Date. Capitalized terms not defined herein are defined in the Prospectus.
Delivery to:
U.S. BANK NATIONAL ASSOCIATION
Exchange Agent
| By Registered or Certified Mail:
U.S. Bank National Association 60 Livingston Avenue Minneapolis, Minnesota Attn: Specialized Finance Department |
By Overnight Courier:
U.S. Bank National Association 60 Livingston Avenue Minneapolis, Minnesota Attn: Specialized Finance Department |
By Hand:
U.S. Bank National Association 60 Livingston Avenue Minneapolis, Minnesota Attn: Specialized Finance Department |
By Facsimile:
U.S. Bank National Association Attn: Specialized Finance Department (651) 495-8158
Confirm by telephone: (800) 934-6802 |
For information, call:
(800) 934-6802
DELIVERY OF THIS INSTRUMENT 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.
Ladies and Gentlemen:
Upon the terms and conditions set forth in the Prospectus and the accompanying Letter of Transmittal, the undersigned hereby tenders to the Company the principal amount of Initial Notes set forth below, pursuant to the guaranteed delivery procedure described in “The Exchange Offer—Procedures for Tendering Initial Notes” section of the Prospectus.
Principal Amount of Initial Notes
Tendered1
| $ | ||
| Certificate Nos. (if available): |
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| Total Principal Amount Represented by Initial Notes Certificate(s): |
If Initial Notes will be delivered by book-entry transfer to The Depository Trust Company, provide account number. | |
| $ |
Account Number | |
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ANY AUTHORITY HEREIN CONFERRED OR AGREED TO BE CONFERRED SHALL SURVIVE THE DEATH OR INCAPACITY OF THE UNDERSIGNED AND EVERY OBLIGATION OF THE UNDERSIGNED HEREUNDER SHALL BE BINDING UPON THE HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF THE UNDERSIGNED.
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PLEASE SIGN HERE
| X | ||
| X | ||
| Signature(s) of Owner(s) or Authorized Signatory |
Date | |
| Area Code and Telephone Number: | ||
Must be signed by the holder(s) of Initial Notes as their name(s) appear(s) on certificate(s) for Initial Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement 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 set forth his or her full title below.
| 1 | Must be in denominations of principal amount of $2,000 or whole multiples of $1,000 in excess thereof. |
2
PLEASE PRINT NAME(S) AND ADDRESS(ES)
| Name(s): |
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| Capacity: |
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| Address(es): |
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3
GUARANTEE
The undersigned, a member of a registered national securities exchange, or a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States, hereby guarantees that the certificates representing the principal amount of Initial Notes tendered hereby in proper form for transfer, or timely confirmation of the book-entry transfer of such Initial Notes into the Exchange Agent’s account at The Depository Trust Company pursuant to the procedures set forth in “The Exchange Offer—Procedures for Tendering Initial Notes” section of the Prospectus, together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) with any required signature guarantee and any other documents required by the Letter of Transmittal, will be received by the Exchange Agent at the address set forth above, no later than three New York Stock Exchange trading days after the date of execution hereof.
| Name of Firm |
Authorized Signature | |||||||
| Address |
Title | |||||||
| Name: |
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| Zip Code | (Please Type or Print) | |||||||
| Area Code and Tel. No. |
Dated: |
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| NOTE: | DO NOT SEND CERTIFICATES FOR INITIAL NOTES WITH THIS FORM. CERTIFICATES FOR INITIAL NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL. |
4
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/08/06 SEC UPLOAD¶ 9/24/17 1:91K Unifi Inc. |