EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY FOR
COMPASS AEROSPACE CORPORATION
This form or one substantially equivalent hereto must be used to accept the
exchange offer of Compass Aerospace Corporation ("Compass") made pursuant to
the prospectus, dated [_________], 1999, if:
- - certificates for outstanding Series A or Series C notes of Compass are not
immediately available, or
- - the procedure for book-entry transfer cannot be completed on a timely
basis, or
- - time will not permit all required documents to reach the Exchange Agent
prior to 5:00 P.M., New York City time, on the expiration date of the
exchange offer. Such form may be delivered or transmitted by facsimile
transmission, mail or hand delivery to The Bank of New York (the "Exchange
Agent") as set forth below. In addition, in order to utilize the guaranteed
delivery procedure to tender outstanding Series A or Series C notes pursuant
to the exchange offer, a completed, signed and dated letter of transmittal
relating to the notes (or facsimile thereof) must also be received by the
exchange agent prior to 5:00 P.M., New York City time, on the expiration
date. Capitalized terms not defined herein are defined in the prospectus.
THE BANK OF NEW YORK, EXCHANGE AGENT
IF BY OVERNIGHT CARRIER IF BY REGISTERED OR IF BY FACSIMILE:
OR BY HAND: CERTIFIED MAIL:
The Bank of New York The Bank of New York (212) 815-6339
101 Barclay Street Debt Processing Group - 7E
New York, New York 10286 P.O. Box 11265 CONFIRM BY TELEPHONE:
Attention: Reorg. New York, New York 10286
Department 7E (212) 815-6331
For Information Call:
(212) 815-2568
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE,
WILL NOT CONSTITUTE A VALID DELIVERY.
Ladies and Gentlemen:
Upon the terms and conditions set forth in the prospectus and the
accompanying letter of transmittal, the undersigned hereby tenders to the
Company the principal amount of outstanding Series A or Series C notes set
forth below, pursuant to the guaranteed delivery procedure described in "The
Exchange Offer--Guaranteed Delivery Procedures" section of the prospectus.
By so tendering, the undersigned does make, at and as of the date hereof, the
representations and warranties of a tendering holder of outstanding Series A
or Series C notes, as applicable, set forth in the letter of transmittal.
Principal Amount at Maturity of Outstanding Series A Notes
Tendered:(*)
$--------------------------------------
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Certificate Nos. (if available):
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Total Principal Amount at Maturity Represented
by Outstanding Series A Notes Certificate(s)
$--------------------------------------
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If outstanding Series A notes will be delivered by book-entry transfer
to The Depository Trust Company, provide account number.
Account Number
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(*) Must be in denominations of principal amount at maturity of $1,000 and any
integral multiple thereof.
Principal Amount at Maturity of Outstanding Series C Notes
Tendered:(**)
$--------------------------------------
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CERTIFICATE NOS. (IF AVAILABLE):
Total Principal Amount at Maturity Represented
by Outstanding Series C Notes Certificate(s)
$--------------------------------------
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If outstanding Series C notes will be delivered by book-entry transfer
to The Depository Trust Company, provide account number.
Account Number
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- ------------------------
(**) Must be in denominations of principal amount at maturity of $1,000 and any
integral multiple thereof.
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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.
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PLEASE SIGN HERE
X _____________________________________ ______________
X _____________________________________ ______________
Signature(s) of Owner(s) Date
or Authorized Signatory
Area Code and Telephone Number:_____________________________________________
Must be signed by the holder(s) of the outstanding Series A or Series C
notes, as applicable, as their name(s) appear(s) on certificates for
outstanding Series A or Series C notes, respectively, 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.
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s):
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______________________________________________________________________________
______________________________________________________________________________
Capacity:
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Address(es):__________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
GUARANTEE
The undersigned, a member of a registered national securities exchange, or a
member of the National Association of Securities Dealers, Inc., or a
commercial bank or trust company having an office or correspondent in the
United States, or an Eligible Institution within the meaning of Rule
17(A)(d)-15 under the Securities Exchange Act of 1934, as amended, hereby
guarantees that the certificates representing the principal amount of
outstanding Series A and Series C notes tendered hereby in proper form for
transfer, or timely confirmation of the book-entry transfer of such
outstanding notes into the Exchange Agent's account at The Depository Trust
Company pursuant to the procedures set forth in "The Exchange
Offer--Guaranteed Delivery Procedures" section of the prospectus, together
with a properly completed and duly executed letter of transmittal (or a
manually signed facsimile thereof) with any required signature guarantee and
any other documents required by the letter of transmittal, will be received
by the Exchange Agent at the address set forth above, no later than three
business days after the date of execution hereof.
___________________________________ __________________________________________
Name of Firm Authorized Signature
___________________________________ ________________________________________
Address Title
___________________________________ Name:_________________________________
Zip Code (Please Type or Print)
Area Code and Telephone No.________ Dated:_________________________________
NOTE: DO NOT SEND CERTIFICATES FOR OUTSTANDING SERIES A OR SERIES C NOTES
WITH THIS FORM. CERTIFICATES FOR OUTSTANDING SERIES A OR SERIES C NOTES
SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL.