NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
OF
DETROIT DIESEL CORPORATION
TO
DIESEL PROJECT DEVELOPMENT, INC.
A WHOLLY OWNED SUBSIDIARY OF
DAIMLERCHRYSLER NORTH AMERICA HOLDING CORPORATION
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, AUGUST 25, 2000, UNLESS THE OFFER IS EXTENDED.
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This Notice of Guaranteed Delivery, or a form substantially equivalent
hereto, must be used to accept the Offer (as defined below) if certificates for
Shares (as defined below) are not immediately available, 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 ChaseMellon Shareholder Services, L.L.C.
(the "Depositary") on or prior to the Expiration Date (as defined in Section 1
of the Offer to Purchase). This form may be delivered by hand, transmitted by
facsimile transmission or mailed (to the Depositary). See Section 3 of the Offer
to Purchase.
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
BY FACSIMILE
TRANSMISSION
(for Eligible
Institutions only):
(201) 296-4293
CONFIRM BY TELEPHONE:
(201) 296-4860
BY OVERNIGHT COURIER: BY MAIL: BY HAND:
Reorganization Reorganization Reorganization
Department Department Department
85 Challenger Road P.O. Box 3301 120 Broadway
Mail Stop--Reorg. South Hackensack, NJ 13th Floor
Ridgefield Park, NJ 07606 New York, NY 10271
07660
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN ONE
SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE NUMBER OTHER THAN
THE FACSIMILE NUMBER SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE
DEPOSITARY.
THIS NOTICE OF GUARANTEED DELIVERY TO THE DEPOSITARY 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" (AS DEFINED IN THE OFFER TO PURCHASE)
UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEES MUST APPEAR IN THE
APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER TO 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 the Offer to Purchase) and certificates for
Shares to the Depositary within the time period shown herein. Failure to do so
could result in a financial loss to such Eligible Institution.
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED.
Ladies and Gentlemen:
The undersigned hereby tenders to Diesel Project Development, Inc., a
Delaware corporation and a wholly owned subsidiary of DaimlerChrysler North
America Holding Corporation, a Delaware corporation, upon the terms and subject
to the conditions set forth in the Offer to Purchase dated July 31, 2000 (the
"Offer to Purchase") and the related Letter of Transmittal (which, together with
any amendments or supplements thereto, constitute the "Offer"), receipt of which
is hereby acknowledged, the number of shares of common stock, par value $0.01
per share (the "Shares"), of Detroit Diesel Corporation, a Delaware corporation
(the "Company"), set forth below, pursuant to the guaranteed delivery procedures
set forth in the Offer to Purchase.
Number of Shares Tendered: SIGN HERE
Certificate No(s) (if available): Name(s) of Record Holder(s)
(please print)
/ / Check if securities will be tendered by
book-entry transfer Address(es);
Name of Tendering Institution:
(Zip Code)
Account No.: Area Code and Telephone No(s):
Dated: , 2000
Signature(s)
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a bank, broker, dealer, credit union, savings association
or other entity that is a member in good standing of the Securities Transfer
Agents Medallion Program, (a) represents that the above named person(s) "own(s)"
the Shares tendered hereby within the meaning of Rule 14e-4 under the Securities
Exchange Act of 1934, as amended ("Rule 14e-4"), (b) represents that such tender
of Shares complies with Rule 14e-4 and (c) guarantees to deliver to the
Depositary either the certificates evidencing all tendered Shares, in proper
form for transfer, or to deliver Shares pursuant to the procedure for book-entry
transfer into the Depositary's account at The Depository Trust Company (the
"Book-Entry Transfer Facility"), in either case together with the Letter of
Transmittal (or a facsimile thereof) properly completed and duly executed, with
any required signature guarantees or an Agent's Message (as defined in the Offer
to Purchase) in the case of a book-entry delivery, and any other required
documents, all within three New York Stock Exchange trading days after the date
hereof.
Name of Firm: __________________________________________________________________
Address: _______________________________________________________________________
________________________________________________________________________________
Zip Code
Area Code and Tel. No. _________________________________________________________
________________________________________________________________________________
(Authorized Signature)
Title: _________________________________________________________________________
Name: __________________________________________________________________________
________________________________________________________________________________
(Please type or print)
Date: ____________________________________________________________________, 2000
NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE.
CERTIFICATES FOR SHARES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.