EXHIBIT 99.2
ESTERLINE TECHNOLOGIES CORPORATION
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF ALL OUTSTANDING
$175,000,000 7.75% SENIOR NOTES DUE 2013
IN EXCHANGE FOR
REGISTERED
$175,000,000 7.75% SENIOR NOTES DUE 2013
Registered holders of $175,000,000 7.75% Senior Notes due 2013 (the
"ORIGINAL NOTES") must use this form, or one substantially equivalent hereto, to
accept the Exchange Offer of Esterline Technologies Corporation (the "COMPANY")
and to tender to the Exchange Agent pursuant to the guaranteed delivery
procedures described in "The Exchange Offer -- Guaranteed Delivery Procedures"
of the Company's prospectus dated , 2003 and in Instruction 2 to the
related letter of transmittal, if (i) certificates for the Original Notes are
not immediately available or (ii) time will not permit the letter of transmittal
or other required documents to reach the Exchange Agent (as defined below), or
comply with applicable procedures under DTC's automated tender offer program on
or prior to the Expiration Date (as defined below) of the Exchange Offer. Any
holder who wishes to tender Original Notes pursuant to such guaranteed delivery
procedures must ensure that The Bank of New York, as exchange agent (the
"EXCHANGE AGENT"), receives this notice of guaranteed delivery, properly
completed and duly executed, prior to the Expiration Date of the Exchange Offer.
Capitalized terms used but not defined herein have the meanings ascribed to them
in the letter of transmittal.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 2003, UNLESS EXTENDED (THE "EXPIRATION DATE"). NOTES TENDERED IN
SUCH EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK
CITY TIME, ON THE EXPIRATION DATE.
The Exchange Agent for the Exchange Offer is:
THE BANK OF NEW YORK
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By Mail (Registered or Certified By Facsimile Transmission (for Confirm by Telephone:
Mail Recommended), Overnight Eligible Institutions Only):
Courier or Hand:
The Bank of New York (212) 298-1915 (212) 815-
Corporate Trust Operations Attn:
Reorganization Unit
101 Barclay Street -- 7 East
New York, New York 10286
Attn:
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DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS
NOTICE OF GUARANTEED DELIVERY SHOULD BE READ CAREFULLY BEFORE THE NOTICE OF
GUARANTEED DELIVERY IS COMPLETED.
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 in the box provided on
the letter of transmittal for guarantee of signatures.
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Ladies and Gentlemen:
The undersigned hereby tenders to the Company, in accordance with the
Company's offer, 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 under the caption
"The Exchange Offer -- Guaranteed Delivery Procedures" and in Instruction 2 of
the letter of transmittal.
The undersigned hereby tenders the Original Notes listed below:
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<Caption>
CERTIFICATE NUMBER(S) (IF KNOWN)
OF ORIGINAL NOTES OR
ACCOUNT NUMBER AT THE DTC AGGREGATE PRINCIPAL AMOUNT REPRESENTED AGGREGATE PRINCIPAL AMOUNT TENDERED*
- -------------------------------- -------------------------------------- ------------------------------------
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PLEASE SIGN AND COMPLETE
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Names of Record Holder(s): Signature(s):
- ----------------------------------------------- -----------------------------------------------
- ----------------------------------------------- -----------------------------------------------
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Address: -----------------------------------------------------------------------
-----------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number: -----------------------------------------------
Dated: ------------------------------ , 2003
* Unless otherwise indicated, any tendering holder of the Original Notes will be
deemed to have tendered the entire aggregate principal amount represented by
such Original Notes. All tenders must be in integral multiples of $1,000.
THIS NOTICE OF GUARANTEED DELIVERY MUST BE SIGNED BY THE REGISTERED
HOLDER(S) OF ORIGINAL NOTES EXACTLY AS THE NAME(S) OF SUCH PERSONS(S) APPEAR(S)
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
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 PROVIDE THE FOLLOWING INFORMATION:
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s): -----------------------------------------------------------------------
- --------------------------------------------------------------------------------
Capacity: ----------------------------------------------------------------------
Address(es): -------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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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.,
a commercial bank or a trust company having an office or correspondent in the
United States, or an "eligible guarantor institution" within the meaning of Rule
17(A)(d)-15 under the Securities Exchange Act of 1934, hereby guarantees deposit
with the Exchange Agent of the letter of transmittal (or facsimile thereof or
agent's message in lieu thereof), together with the Original Notes of the series
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 DTC
described in the prospectus under the captions "The Exchange Offer" and "Book-
Entry; Delivery and Form" and in the letter of transmittal) and any other
required documents, all by 5:00 p.m., New York City time, within three New York
Stock Exchange trading days following the Expiration Date.
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Name of Firm: --------------------------------- -----------------------------------------------
(AUTHORIZED SIGNATURE)
Address: -------------------------------------- Name: -----------------------------------------
- ----------------------------------------------- Title: ----------------------------------------
(INCLUDE ZIP CODE) (PLEASE TYPE OR PRINT)
Area Code and Telephone Number:
- ----------------------------------------------- Dated: ------------------------------ , 2003
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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 (or facsimile
hereof or an agent's message and notice of guaranteed delivery in lieu hereof)
and any other documents required by this notice of guaranteed delivery with
respect to the Original Notes must be received by the Exchange Agent at its
address set forth herein prior to the Expiration Date of the Exchange Offer.
Delivery of such notice of guaranteed delivery may be made by facsimile
transmission, mail or hand delivery. 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 (or facsimile hereof) is signed by the registered holder(s)
of the Original Notes referred to herein, the signature(s) must correspond
exactly with the name(s) as written on the face of the Original Notes without
alteration, enlargement or any change whatsoever. If this notice of guaranteed
delivery (or facsimile hereof) is signed by a participant in the DTC whose name
appears on a security position listing as the owner of the Original Notes, the
signature must correspond with the name as it appears on the security position
listing as the owner of the Original Notes.
If this notice of guaranteed delivery (or facsimile hereof) is signed by a
person other than the registered holder(s) of any Original Notes listed or a
participant of the DTC, this notice of guaranteed delivery must be accompanied
by appropriate bond powers, signed as the name(s) of the registered holder(s)
appear(s) on the Original Notes or signed as the name(s) of the participant
appears on the DTC's security position listing.
If this notice of guaranteed delivery (or facsimile hereof) 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 herewith evidence
satisfactory to the Exchange Agent 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 and this
notice of guaranteed delivery may be directed to the Exchange Agent at the
address set forth on the cover page hereof. Holders may also contact their
broker, dealer, commercial bank, trust company or other nominee for assistance
concerning the Exchange Offer.
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