NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED RIGHTS TO PURCHASE COMMON STOCK)
OF
OEA, INC.
BY
OEA MERGER CORPORATION
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
AUTOLIV, INC.
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
This form, or one substantially equivalent hereto, must be used to accept
the Offer (as defined below) if certificates representing shares of common
stock, par value $0.10 per share, including the associated rights to purchase
shares of common stock (collectively, the "Shares"), of OEA, Inc., a Delaware
corporation (the "Company"), are not immediately available (or if the procedure
for book-entry transfer cannot be completed on a timely basis), or if time will
not permit all required documents to reach the Depositary prior to the
Expiration Date (as defined in Section 1 of the Offer to Purchase (as defined
below)). Such form may be delivered by hand, transmitted by facsimile
transmission or mailed to the Depositary at the addresses and facsimile number
set forth below. See Section 2 of the Offer to Purchase.
THE DEPOSITARY FOR THE OFFER IS:
First Chicago Trust Company of New York
BY HAND: BY MAIL: BY OVERNIGHT COURIER:
First Chicago Trust Company First Chicago Trust Company First Chicago Trust Company
of New York of New York of New York
Attention: Corporate Actions Attention: Corporate Actions Attention: Corporate Actions
c/o Securities Transfer and Suite 4660 Suite 4660
Reporting Services Inc. P.O. Box 2565 525 Washington Boulevard
100 William Street--Galleria Jersey City, NJ 07303-2565 Jersey City, NJ 07310
New York, NY 10038
BY FACSIMILE TRANSMISSION
(FOR ELIGIBLE INSTITUTIONS
ONLY):
(201) 324-3402
or
(201) 324-3403
CONFIRM RECEIPT OF FACSIMILE
BY
TELEPHONE ONLY:
(201) 222-4707
FOR INFORMATION CALL:
(800) 251-4215
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION TO A
NUMBER 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 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 provided in the signature box on the letter of transmittal.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal or an
Agent's Message (as defined in Section 2 of the Offer to Purchase) and
certificates representing the Shares to the Depositary within the time period
specified herein. Failure to do so could result in a financial loss to the
Eligible Institution.
Ladies and Gentlemen:
The undersigned hereby tenders to OEA Merger Corporation, a Delaware
corporation ("Purchaser") and an indirect wholly owned subsidiary of
Autoliv, Inc., a Delaware corporation ("Parent"), upon the terms and subject to
the conditions set forth in the Offer to Purchase dated March 24, 2000 (the
"Offer to Purchase") and the related Letter of Transmittal (which, including any
amendments or supplements thereto, collectively constitute the "Offer"), receipt
of which is hereby acknowledged, the number of Shares specified below pursuant
to the guaranteed delivery procedures set forth in Section 2 of the Offer to
Purchase.
Number of Shares: Name(s) of Record Holder(s):
Certificates No(s). (if available):
(Please Print)
/ / Check if securities will be tendered by Address(es):
book-entry transfer
Name of Tendering Institution:
(Zip Code)
Account No.: Area Code and Telephone No(s):
Dated: , 2000 Signature(s)
Dated: , 2000
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member in good standing of the Security Transfer Agent's Medallion
Program (each, an "Eligible Institution"), (a) represents that the above named person(s)
own(s) the Shares tendered hereby within the meaning of Rule 14e-4 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), (b) represents that such
tender of Shares complies with Rule 14e-4 under the Exchange Act, and (c) guarantees
delivery to the Depositary, at one of its addresses set forth above, of certificates
representing the Shares tendered hereby in proper form for transfer, or confirmation of
book-entry transfer of such Shares into the Depositary's accounts at The Depository Trust
Company, in each case with delivery of a properly completed and duly executed Letter of
Transmittal (or a manually signed facsimile thereof) with any required signature guarantees,
or an Agent's Message in the case of a book-entry transfer, and any other required
documents, within three New York Stock Exchange trading days after the date hereof.
Name of Firm:
(AUTHORIZED SIGNATURE)
Address: Name:
(PLEASE TYPE OR PRINT)
Title:
Zip Code
Area Code and Tel. No. Date:, 2000
NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE OF GUARANTEED
DELIVERY. CERTIFICATES FOR SHARES SHOULD BE SENT WITH YOUR LETTER OF
TRANSMITTAL.
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