EXHIBIT 99.2
Notice of Guaranteed Delivery
With Respect to Tender of
Any and All Outstanding 12% Senior Subordinated Notes due 2005
In Exchange For
12% Senior Subordinated Notes Due 2005
of
HDA PARTS SYSTEM, INC.
Pursuant to the Prospectus dated November , 1999
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 1999, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE
EXTENDED FROM TIME TO TIME, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN
AT ANY TIME PRIOR THE EXPIRATION DATE.
The Exchange Agent is:
U.S. TRUST COMPANY, NATIONAL ASSOCIATION
By registered or Certified Mail: By Hand Delivery:
c/o United States Trust Company of c/o United States Trust Company of
New York P.O. Box 841 Peter Cooper New York 111 Broadway, Lower Level
Station New York, New York 10276- New York, New York 10006-1906
0841 Attn: Corporate Trust Attn: Corporate Trust Operations
Operations
By Overnight Delivery: By Facsimile:
c/o United States Trust Company of (212) 420-6211
New York Attn: Customer Service
770 Broadway, 13th Floor
New York, New York 10003 Confirm by Telephone:
Attn: Corporate Trust Operations
(800) 225-2398
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
As set forth in the prospectus (the "Prospectus") dated November , 1999
of HDA Parts System, Inc. (the "Company") and in the accompanying Letter of
Transmittal and instructions thereto (the "Letter of Transmittal"), this form
or one substantially equivalent thereto must be used to accept the Company's
offer (the "Exchange Offer") to exchange new 12% Senior Subordinated Notes due
2005 (the "Exchange Notes") that have been registered under the Securities Act
of 1933, as amended (the "Securities Act"), for all of its outstanding 12%
Senior Subordinated Notes due 2005 (the "Private Notes") if the Letter of
Transmittal or any other documents required thereby cannot be delivered to the
Exchange Agent, or Private Notes cannot be delivered or if the procedures for
book-entry transfer cannot be completed prior to the Expiration Date. This
form may be delivered by an Eligible Institution (as defined in the
Prospectus) by mail or hand delivery or transmitted via facsimile to the
Exchange Agent as set forth above. Capitalized terms used but not defined
herein shall have the meaning given to them in the Prospectus.
This form is not to be used to guarantee signatures. If a signature on the
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 in the Letter of Transmittal.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to the Company 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
Private Notes specified below pursuant to the guaranteed delivery procedures
set forth in the section of the Prospectus entitled "The Exchange Offer--
Guaranteed Delivery Procedures." By so tendering, the undersigned does hereby
make, at and as of the date hereof, the representations and warranties of a
tendering Holder of Private Notes set forth in the Letter of Transmittal.
The undersigned understands that tenders of Private Notes may be withdrawn
if the Exchange Agent receives at one of its addresses specified on the cover
of this Notice of Guaranteed Delivery, prior to the Expiration Date, a
facsimile transmission or letter which specifies the name of the person who
deposited the Private Notes to be withdrawn and the aggregate principal amount
of Private Notes delivered for exchange, including the certificate number(s)
(if any) of the Private Notes, and which is signed in the same manner as the
original signature on the Letter of Transmittal by which the Private Notes
were tendered, including any signature guarantees, all in accordance with the
procedures set forth in the Prospectus.
All authority herein conferred or agreed to be conferred shall survive the
death, incapacity, or dissolution 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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The undersigned hereby tenders the Private Notes listed below:
PLEASE SIGN AND COMPLETE
Certificate Numbers of Private Notes
(if Available) Principal Amount of Private Notes Tendered
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___________________________________________________________________________
Signature(s) of registered holder(s) or Authorized Signatory
Name(s)____________________________________________________________________
(Please Type or Print)
Title _____________________________________________________________________
Address____________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
Area Code and Telephone No. _______________________________________________
Date ______________________________________________________________________
If Private Notes will be tendered by book-entry transfer, check the trust
company below:
[_] The Depository Trust Company
Depository Account No.: ___________________________________________________
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GUARANTEE
(Not To Be Used For Signature Guarantee)
The undersigned, a participant in a recognized Signature Guarantee
Medallion Program, guarantees deposit with the Exchange Agent of the
Letter of Transmittal (or facsimile thereof), together with the Private
Notes tendered hereby in proper form for transfer, or confirmation of the
book-entry transfer of such Private Notes into the Exchange Agent's
account at The Depository Trust Company, pursuant to the procedure for
book-entry transfer set forth in the Prospectus, and any other required
documents, all by 5:00 p.m., New York City time, on the third New York
Stock Exchange trading day following the Expiration Date (as defined in
the Prospectus).
SIGN HERE
Name of Firm: _____________________________________________________________
Authorized Signature: _____________________________________________________
Name (please type or print): ______________________________________________
Address: __________________________________________________________________
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Area Code and Telephone No.: ______________________________________________
Date: _____________________________________________________________________
DO NOT SEND CERTIFICATES FOR PRIVATE NOTES WITH THIS FORM. ACTUAL
SURRENDER OF CERTIFICATES FOR PRIVATE NOTES MUST BE MADE PURSUANT TO, AND
BE ACCOMPANIED BY, A COPY OF THE PREVIOUSLY EXECUTED LETTER OF
TRANSMITTAL.
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INSTRUCTIONS
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 one of its addresses set forth on the cover hereof prior
to the Expiration Date. The method of delivery of this Notice of Guaranteed
Delivery and all other required documents to the Exchange Agent is at the
election and risk of the Holder but, except as otherwise provided below, the
delivery will be deemed made only when actually received by the Exchange
Agent. Instead of delivery by mail, it is recommended that Holders use an
overnight or hand delivery service, properly insured. If such delivery is by
mail, it is recommended that the Holder use properly insured, registered mail
with return receipt requested. For a full description of the guaranteed
delivery procedures, see the Prospectus under the caption "The Exchange
Offer--Guaranteed Delivery Procedures." In all cases, sufficient time should
be allowed to assure timely delivery. No Notice of Guaranteed Delivery should
be sent to the Company.
2. Signature on this Notice of Guaranteed Delivery; Guarantee of
Signatures. If this Notice of Guaranteed Delivery is signed by the Holder(s)
referred to herein, then the signature must correspond with the name(s) as
written on the face of the Private Notes without alteration, enlargement or
any change whatsoever. If this Notice of Guaranteed Delivery is signed by a
person other than the Holder(s) listed, this Notice of Guaranteed Delivery
must be accompanied by a properly completed bond power signed as the name of
the Holder(s) appear(s) on the face of the Private Notes without alteration,
enlargement or any change whatsoever. 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,
unless waived by the Company, evidence satisfactory to the Company of their
authority so to act must be submitted with this Notice of Guaranteed Delivery.
3. Requests for Assistance or Additional Copies. Questions relating to the
Exchange Offer or the procedure for consenting and tendering as well as
requests for assistance or for additional copies of the Prospectus, the Letter
of Transmittal and this Notice of Guaranteed Delivery, may be directed to the
Exchange Agent at the address set forth on the cover hereof or to your broker,
dealer, commercial bank or trust company.
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