EXHIBIT 99.2
NEWPARK RESOURCES, INC.
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
8 5/8% SENIOR SUBORDINATED NOTES DUE 2007, SERIES A
IN EXCHANGE FOR
8 5/8% SENIOR SUBORDINATED NOTES DUE 2007, SERIES B
This form, or one substantially equivalent hereto, must be used by a holder
of the 8 5/8% Senior Subordinated Notes Due 2007, Series A (the "144A Notes")
of Newpark Resources, Inc., a Delaware corporation (the "Company"), who wishes
to tender the 144A Notes pursuant to the guaranteed delivery procedures
described in the "The Exchange Offer--Guaranteed Delivery Procedures" section
of the Company's Prospectus, dated February , 1998 (the "Prospectus"),
relating to the Exchange Offer and in Instruction 2 to the related Letter of
Transmittal. Any holder who wishes to tender 144A Notes pursuant to such
guaranteed delivery procedures must ensure that State Street Bank and Trust
Company, as exchange agent (the "Exchange Agent"), receives this Notice of
Guaranteed Delivery prior to 5:00 p.m., New York City time, on March , 1998,
unless such expiration date is extended by the Company (such date, as it may
hereafter be extended, is referred to as the "Expiration Date"). To use the
guaranteed delivery procedures to tender 144A Notes pursuant to the Exchange
Offer, tender must be made through an Eligible Institution and a properly
completed and duly executed Notice of Guaranteed Delivery must be received by
the Exchange Agent prior to the Expiration Date. Thereafter, the certificates
for all physically tendered 144A Notes, in proper form for transfer, or
confirmation of book-entry transfer of such 144A Notes to the Exchange Agent's
account at the Depository, as the case may be, together with a properly
completed and duly executed Letter of Transmittal (or facsimile thereof) with
any required signature guarantees, and any other documents required by the
Letter of Transmittal, must be deposited by the Eligible Institution with the
Exchange Agent within three New York Stock Exchange trading days after the
execution of the Notice of Guaranteed Delivery. This form, properly completed
and executed, may be delivered by facsimile transmission, mail or hand
delivery to the Exchange Agent as set forth below. Capitalized terms used but
not defined herein have the meanings ascribed to them in the Letter of
Transmittal.
To State Street Bank and Trust Company
By Mail: By Facsimile By Overnight or Hand
(registered or certified Transmission Delivery:
recommended) (for Eligible State Street Bank and
State Street Bank and Institutions only) Trust Company
Trust Company Corporate Trust
(617) 664-5290 Department
P.O. Box 778 Attention: Sandra
Boston, MA 02102-0078 Szczsponik Two International Place
Attention: Sandra Confirm by Telephone: Fourth Floor
Szczsponik (617) 664-5314 Boston, MA 02102-0078
Attention: Sandra
Szczsponik
For information or confirmation by telephone: (617) 664-5314
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER
OTHER THAN THE ONE SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
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.
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 and review of which
are hereby acknowledged, the principal amount of 144A Notes set forth below
pursuant to the guaranteed delivery procedures set forth in the "The Exchange
Offer--Guaranteed Delivery Procedures" section of the Prospectus and in
Instruction 2 of the Letter of Transmittal.
Name(s) of registered holder(s):_______________________________________________
(Please Type or Print)
Address:_______________________________________________________________________
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Area Code and Telephone Number:________________________________________________
Principal Amount of 144A Notes Tendered*:______________________________________
Certificate Number(s) or DTC Account
Number(s) for 144A Notes (if available):_______________________________________
Aggregate Principal Amount
Represented by 144A Note(s):___________________________________________________
*All tenders must be in integral multiples of $1,000.
The undersigned understands that no withdrawal of a tender of 144A Notes may
be made on or after the Expiration Date. The undersigned understands that for
a withdrawal of a tender of 144A Notes to be effective, a written notice of
withdrawal that complies with the requirements of the Exchange Offer must be
timely received by the Exchange Agent at one of its addresses specified on the
cover of this Notice of Guaranteed Delivery prior to the Expiration Date. The
undersigned further understands that the exchange of 144A Notes for Exchange
Notes pursuant to the Exchange Offer and the guaranteed delivery procedures
described herein will be made only after timely receipt by the Exchange Agent
of (i) such 144A Notes in proper form for transfer (or book-entry confirmation
of the transfer of such 144A Notes into the Exchange Agent's account at the
Depository), and (ii) a Letter of Transmittal (or facsimile thereof) with
respect to such 144A Notes, properly completed and duly executed, with any
required signature guarantees and any other documents required by the Letter
of Transmittal.
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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, executors,
administrators, trustees in bankruptcy, personal and legal representatives,
successors and assigns of the undersigned.
Signature of Holder(s): X______________________________________________________
X______________________________________________________________
Dated: , 1998
This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of 144A Notes exactly as the name(s) of such person(s) appear(s) on
certificates for 144A Notes or on a security position listing as the owner of
144A Notes, or by person(s) authorized to become 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 of
a corporation or other person acting in a fiduciary or representative
capacity, such person must provide the information set forth below and, unless
waived by the Company, submit evidence satisfactory to the Company of such
person's authority to so act.
Please Print Name(s) and Address(es)
Name(s):_______________________________________________________________________
Capacity:______________________________________________________________________
Address(es):___________________________________________________________________
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[ ] Check if 144A Notes will be tendered by book-entry transfer
DTC Account Number:
THE GUARANTEE ON THE FOLLOWING PAGE MUST BE COMPLETED
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm that is a member of a registered national securities
exchange or of the National Association of Securities Dealers, Inc., or is a
commercial bank or trust company having an office or correspondent in the
United States, or is otherwise an "eligible guarantor institution" within the
meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended,
hereby guarantees deposit with the Exchange Agent of the Letter of Transmittal
(or facsimile thereof), together with the 144A Notes tendered hereby in proper
form for transfer (or confirmation of the book-entry transfer of such 144A
Notes into the Exchange Agent's account at the Depository, pursuant to the
procedures for book-entry transfer set forth in the Prospectus 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 after the
execution of the Notice of Guaranteed Delivery.
Name of Firm: ___________________ X _______________________________
(Authorized Signature)
Address: ________________________
Name: ___________________________
__________________________
Title: __________________________
__________________________ (Please Type or Print)
(Including Zip Code)
Area Code and Telephone Number: Dated: ____________________, 1998
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DO NOT SEND CERTIFICATES FOR 144A NOTES WITH THIS FORM. ACTUAL SURRENDER OF
144A NOTES MUST BE MADE TO THE EXCHANGE AGENT PURSUANT TO, AND BE ACCOMPANIED
BY, A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER
REQUIRED DOCUMENTS.
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