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EXHIBIT 99.6
NOTICE OF GUARANTEED DELIVERY
FOR
13% SENIOR EXCHANGEABLE PREFERRED STOCK DUE 2007
CLARK MATERIAL HANDLING COMPANY
As set forth in the Prospectus dated September 18, 1998 (the "Prospectus"),
of CLARK MATERIAL HANDLING COMPANY, (the "Company") and in the accompanying
Letter of Transmittal and instructions thereto (the "Letter of Transmittal"),
this form or one substantially equivalent hereto must be used to accept the
Company's offer to exchange (the "Exchange Offer") all of its outstanding 13%
Senior Exchangeable Series A Preferred Stock due 2007 (the "Existing Notes") for
its 13% Senior Exchangeable Series B Preferred Stock due 2007, which have been
registered under the Securities Act of 1933, as amended, if certificates for the
Existing Preferred Stock are not immediately available or if the Existing
Preferred Stock, the Letter of Transmittal or any other documents required
thereby cannot be delivered to the Exchange Agent, or the procedure for
book-entry transfer cannot be completed, prior to 5:00 P.M., New York City time,
on the Expiration Date (as defined in the Prospectus), this form may be
delivered by an Eligible Institution by hand or transmitted by facsimile
transmission, overnight courier or mail to the Exchange Agent as set forth
below. Capitalized terms used but not defined herein have the meaning given to
them in the Prospectus.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 23,
1998, UNLESS THE OFFER IS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF EXISTING
PREFERRED STOCK MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M. ON THE BUSINESS
DAY PRIOR TO THE EXPIRATION DATE.
TO: UNITED STATES TRUST COMPANY OF NEW YORK, THE EXCHANGE AGENT
By Registered or Certified Mail: By Overnight Courier or
United States Trust Company of New York By Hand After 4:30 PM on the Expiration Date:
P.O. Box 844 United States Trust Company of New York
Cooper Station 770 Broadway
New York, New York 10276-0844 New York, New York 10003
By Hand Up to 4:30 PM: Attention: Corporate Trust
United States Trust Company of New York By Facsimile:
111 Broadway United States Trust Company of New York
Lower Level (212) 780-0582
Corporate Trust Services Attention: Corporate Trust
New York, New York 10006
Confirm by telephone:
(800) 548-6565
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS
VIA A FACSIMILE, OTHER THAN AS SET FORTH ABOVE, DOES NOT CONSTITUTE A VALID
DELIVERY.
This form is not to be used to guarantee signatures. If a signature on the
Letter of Transmittal to be used to tender Existing Preferred Stock 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
Letter of Transmittal.
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Ladies and Gentlemen:
The undersigned hereby tenders to CLARK MATERIAL HANDLING COMPANY, a
Delaware corporation (the "Company"), upon the terms and subject to the
conditions set forth in the Prospectus and the Letter of Transmittal (which
together constitute the "Exchange Offer"), receipt of which is hereby
acknowledged, (number of shares of Existing Preferred Stock) shares of
Existing Preferred Stock pursuant to the guaranteed delivery procedures set
forth in Instruction 1 of the Letter of Transmittal.
The undersigned understands that tenders of Existing Preferred Stock will
be accepted only in liquidation preference amounts equal to $1,000 or integral
multiples thereof. The undersigned understand that tenders of Existing Preferred
Stock pursuant to the Exchange Offer may not be withdrawn after 5:00 p.m., New
York City time, on the business day prior to the Expiration Date.
All authority herein conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall survive the death, incapacity or dissolution 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.
NOTE: SIGNATURES MUST BE PROVIDED WHERE INDICATED BELOW.
Certificate No(s). for Existing Preferred Stock
(if available) Name(s) of Record Holder(s)
- ------------------------------------------------- -------------------------------------------------
- ------------------------------------------------- -------------------------------------------------
PLEASE PRINT OR TYPE
Liquidation Preference Amount of Existing Address
Preferred Stock -------------------------------------------------
- -------------------------------------------------
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Area Code and
Tel. No.
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Signature(s)
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Dated:
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If Existing Preferred Stock will be delivered by
book-entry transfer at the Depository Trust
Company, Depository Account No.
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This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of Existing Preferred Stock exactly as its (their) name(s) appear on
certificates for Existing Preferred Stock or on a security position listing as
the owner of Existing Preferred Stock, or by person(s) authorized to become
registered 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):
- --------------------------------------------------------------------------------
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
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 or correspondent in the United States or an
"eligible guarantor institution" within the meaning of Rule 17Ad-15 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby (a)
represents that the above named person(s) "own(s)" the Existing Preferred Stock
tendered hereby within the meaning of Rule 14e-4 under the Exchange Act, (b)
represents that such tender of Existing Preferred Stock complies with Rule 14e-4
under the Exchange Act and (c) guarantees that delivery to the Exchange Agent of
certificates for the Existing Preferred Stock tendered hereby, in proper form
for transfer (or confirmation of the book-entry transfer of such Existing
Preferred Stock into the Exchange Agent's Account at the Depository Trust
Company, pursuant to the procedures for book-entry transfer set forth in the
Prospectus), with delivery of a properly completed and duly executed Letter of
Transmittal (or manually signed facsimile thereof) with any required signatures
and any other required documents, will he received by the Exchange Agent at one
of its addresses set forth above within five business days after the Expiration
Date.
THE UNDERSIGNED ACKNOWLEDGES THAT IT MUST DELIVER THE LETTER OF TRANSMITTAL
AND EXISTING PREFERRED STOCK TENDERED HEREBY TO THE EXCHANGE AGENT WITHIN THE
TIME PERIOD SET FORTH AND THAT FAILURE TO DO SO COULD RESULT IN FINANCIAL LOSS
TO THE UNDERSIGNED.
Name of Firm
- -------------------------------------------
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Authorized Signature
Address
- -------------------------------------------------
Name
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Please Print or Type
- ------------------------------------------------------------
Title
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Zip Code
Area Code and Tel. No.
- ------------------------------- Date
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Dated:
- ------------------, 1998
NOTE: DO NOT SEND EXISTING PREFERRED STOCK WITH THIS FORM; EXISTING PREFERRED
STOCK SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL SO THAT IT IS RECEIVED BY
THE EXCHANGE AGENT WITHIN FIVE BUSINESS DAYS AFTER THE EXPIRATION DATE.