Exhibit 99.2
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
ANY AND ALL OUTSTANDING
12% SENIOR SUBORDINATED NOTES DUE 2009
IN EXCHANGE FOR NEW 12% SENIOR
SUBORDINATED NOTES DUE 2009
OF
PRECISION PARTNERS, INC.
FULLY AND UNCONDITIONALLY GUARANTEED
BY PRECISION PARTNERS, INC.
GALAXY INDUSTRIES CORPORATION
MID STATE MACHINE PRODUCTS
NATIONWIDE PRECISION PRODUCTS CORP.
GENERAL AUTOMATION, INC.
CERTIFIED FABRICATORS, INC.
GILLETTE MACHINE & TOOL CO., INC.
This notice of guaranteed delivery, or one substantially equivalent to
this form, must be used by registered holders of outstanding 12% Senior
Subordinated Notes due 2009 of Precision Partners, Inc., a corporation organized
under the laws of Delaware (the "Company"), who wish to tender their outstanding
notes for an equal principal amount of new 12% Senior Subordinated Notes of the
Company due 2009 that have been registered under the Securities Act of 1933 if
(i) the outstanding notes, a duly completed and executed letter of transmittal
and all other required documents cannot be delivered to The Bank of New York, as
exchange agent, on or prior to 5:00 p.m., New York City time, on the Expiration
Date (as defined in the accompanying letter of transmittal) or (ii) the
procedures for delivery of the outstanding notes being tendered by book-entry
transfer, together with a duly completed and executed letter of transmittal,
cannot be completed on or prior to 5:00 p.m., New York City time on the
Expiration Date. This notice of guaranteed delivery may be delivered by hand,
overnight courier or mail, or transmitted by facsimile transmission (receipt
confirmed by telephone and an original delivered by guaranteed overnight
delivery), to the exchange agent. See "The Exchange Offer -- Procedures for
Tendering Outstanding Notes" in the prospectus. The Company has the right to
reject a tender of outstanding notes made pursuant to the guaranteed delivery
procedures unless the registered holder using the guaranteed delivery procedure
submits either (a) the outstanding notes tendered thereby, in proper form for
transfer, or (b) confirmation of book-entry transfer as set forth in the
prospectus, in either case together with one or more properly completed and duly
executed letter(s) of transmittal (or facsimile thereof) and any other required
documents by 5:00 p.m., New York City time, on the third New York Stock Exchange
trading day following the Expiration Date.
The exchange agent for the Exchange Offer Is:
The Bank of New York
BY REGISTERED OR CERTIFIED MAIL FACSIMILE TRANSMISSIONS: BY HAND OR OVERNIGHT DELIVERY
(Eligible Institutions Only)
The Bank of New York (212) 815-6339 The Bank of New York
101 Barclay Street, 7E 101 Barclay Street
New York, New York 10286 CONFIRM BY TELEPHONE: Corporate Trust Services Window
Attn: Reorganization Section (212) 815-6337 Ground Level
New York, New York 10286
For Information Call: Attn: Reorganization Section
(212) 815-6337
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN
AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DLIVERY VIA
FACSIMILE TO A NUMBER OTHER THAN AS 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 PROVIDED IN THE
SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
Ladies and Gentlemen:
The undersigned hereby tenders to the Company, upon the terms and
subject to the conditions set forth in the prospectus dated [ ], and the related
letter of transmittal (which together constitute the "Exchange Offer"), receipt
of which is hereby acknowledged, the aggregate principal amount of the
outstanding notes set forth below pursuant to the guaranteed delivery procedures
set forth in the prospectus under the caption "The Exchange Offer -- Procedures
for Tendering Outstanding Notes" and in Instruction 2 to the letter of
transmittal.
2
DESCRIPTION OF SECURITIES TENDERED
Name and address of
registered holder as it Certificate number(s) Aggregate principal Principal amount of
appears on the outstanding of outstanding notes amount represented outstanding notes
notes (Please print) tendered by outstanding notes* tendered
- -------------------------- ------------------------ ------------------------- --------------------
- -------------------------- ------------------------ ------------------------- --------------------
- -------------------------- ------------------------ ------------------------- --------------------
- -------------------------- ------------------------ ------------------------- --------------------
- -------------------------- ------------------------ ------------------------- --------------------
- -------------------------- ------------------------ ------------------------- --------------------
* Must be in denominations of a principal amount of $100,000 and any
integral multiple of $1,000.
If the outstanding notes will be tendered by book-entry transfer, provide the
following information:
DTC Account Number:
------------------------------------------------------------
- --------------------------------------------------------------------------------
All authority herein conferred or agreed to be conferred shall survive the death
or incapacity of the undersigned and every obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned.
- --------------------------------------------------------------------------------
PLEASE SIGN HERE
X Date: , 2000
------------------------------ -------------
X Date: , 2000
------------------------------ -------------
Signature(s) of Owner(s)
or Authorized Signatory
Area Code and Telephone Number:
Must be signed by the holder(s) of the outstanding notes as their name(s)
appear(s) on certificates of the outstanding notes or on a security position
listing, or by person(s) authorized to become registered holder(s) by
endorsement 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 set forth his or her full title below.
3
Please print name(s) and address(es)
Names(s):
----------------------------------------------------------------------
-------------------------------------
----------------------------------------------------------------------
-------------------------------------
Capacity:
---------------------------------------------------
---------------------------------------------------
---------------------------------------------------
---------------------------------------------------
Address(es):
---------------------------------------------------
---------------------------------------------------
---------------------------------------------------
---------------------------------------------------
4
THE FOLLOWING GUARANTEE MUST BE COMPLETED
GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm or other entity identified in Rule 17Ad-15 under
the Securities Exchange Act of 1934 as an "eligible guarantor institution,"
including (as such terms are defined therein): (i) a bank; (ii) a broker,
dealer, municipal securities broker, municipal securities dealer, government
securities broker, government securities dealer; (iii) a credit union; (iv) a
national securities exchange, registered securities association or learning
agency; or (v) a savings association that is a participant in a Securities
Transfer Association recognized program hereby guarantees to deliver to the
exchange agent, at one of its addresses set forth above, either (a) the
outstanding notes tendered hereby, in proper from for transfer, or (b)
confirmation of the book-entry transfer of such outstanding notes to the
exchange agent's account at The Depositary Trust Company maintained for such
purpose, pursuant to the procedures for book-entry transfer set forth in the
prospectus, in either case together with one or more properly completed and duly
executed letter(s) of transmittal (or facsimile thereof) and any other required
documents by 5:00 p.m., New York City time, on the third New York Stock Exchange
trading day following the Expiration Date.
The undersigned acknowledged that it must deliver the letter(s) of
transmittal and the outstanding notes tendered hereby to the exchange agent
within the time period set forth above and that failure to do so could result in
a financial loss to the undersigned.
Name of Firm:
-------------------------- -------------------------------
(Authorized Signature)
Address: -------------------------- Title:-------------------------
-------------------------- Name:--------------------------
(zip code) (Please type or print)
Area Code and
Telephone Number:-------------------------- Date:--------------------------
NOTE: DO NOT SEND CERTIFICATES FOR OUTSTANDING NOTES WITH THIS FORM.
CERTIFICATES FOR OUTSTANDING NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF
TRANSMITTAL.
5