EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR
9 1/8% SENIOR SUBORDINATED NOTES DUE 2008
OF
HUDSON RESPIRATORY CARE INC.
This form, or one substantially equivalent hereto, must be used to accept
the Exchange Offer of Hudson Respiratory Care Inc. (the "Company") made pursuant
to the Prospectus dated June __, 1998 (the "Prospectus"), if certificates for
the 9 1/8% Senior Subordinated Notes due 2008 (the "Notes") of the Company are
not immediately available or if the Notes, 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). Such
form may be delivered by hand or transmitted by facsimile transmission,
overnight courier or mail to the Exchange Agent. Capitalized terms used but not
defined herein have the meaning given to them in the Prospectus.
TO: U.S. TRUST COMPANY OF NEW YORK, THE EXCHANGE AGENT
By Registered or Certified Mail: By Overnight Courier and By Hand after 4:30 p.m.:
United States Trust Company of New York United States Trust Company of New York
P.O. Box 843 Cooper Station 770 Broadway, 13th Floor
New York, New York 10276 New York, New York 10003
Attention: Corporate Trust Services
By Hand before 4:30 p.m.: By Facsimile:
United States Trust Company of New York (212) 780-0592
111 Broadway Attention: Customer Service
New York, New York 10006
Attention: Lower Level Confirm by telephone:
Corporate Trust Window (800) 548-6565
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS
VIA 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 Notes 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.
LADIES AND GENTLEMEN:
The undersigned hereby tenders to Hudson Respiratory Care Inc., a
California 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, __________________________ Notes pursuant to the guaranteed
(principal amount of Notes)
delivery procedures set forth in Instruction 1 of the Letter of Transmittal.
NOTE: SIGNATURES MUST BE PROVIDED WHERE INDICATED BELOW.
Principal Amount(s) of Notes Name(s) of Record Holder(s)
.................................... ..................................
.................................... ..................................
PLEASE PRINT OR TYPE
Address ..........................
..................................
ZIP CODE
Area Code and Tel. No. ...........
Signature(s) .....................
..................................
Dated: ...........................
If Notes will be delivered by
book-entry transfer at The
Depository Trust Company ("DTC"),
Depository Account No: ...........
This Notice of Guaranteed Delivery must be signed by the registered
Holder(s) of Notes exactly as its (their) name(s) appear on certificates for
Notes or on a security position listing as the owner of Notes, 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 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 Notes tendered
hereby within the meaning of Rule 10b-4 under the Exchange Act, (b) represents
that such tender of Notes complies with Rule 10b-4 and (c) guarantees that
delivery to the Exchange Agent of certificates for the Notes tendered hereby, in
proper form for transfer (or confirmation of the book-entry transfer of such
Notes into the Exchange Agent's Account at DTC, 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 signature and any other required documents, will be
received by the Exchange Agent at one of its addresses set forth above within
three New York Stock Exchange trading days after the Expiration Date.
THE UNDERSIGNED ACKNOWLEDGES THAT IT MUST DELIVER THE LETTER OF TRANSMITTAL
AND NOTES TENDERED HEREBY TO THE EXCHANGE AGENT WITHIN THE TIME PERIOD SET FORTH
ABOVE AND THAT FAILURE TO DO SO COULD RESULT IN FINANCIAL LOSS TO THE
UNDERSIGNED.
Name of Firm....................... ......................................
AUTHORIZED SIGNATURE
Address............................
Name...................................
................................... PLEASE PRINT OR TYPE
ZIP CODE
Title...................................
Area Code and Tel. No..............
Date....................................
Dated:____________, 1998
NOTE: DO NOT SEND NOTES WITH THIS FORM; NOTES SHOULD BE SENT WITH YOUR LETTER
OF TRANSMITTAL SO THAT THEY ARE RECEIVED BY THE EXCHANGE AGENT WITHIN THREE
NEW YORK STOCK EXCHANGE TRADING DAYS AFTER THE EXPIRATION DATE.
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