Exhibit 99.2
------------
NOTICE OF GUARANTEED DELIVERY
for
SUBSCRIPTION CERTIFICATES
issued by
PRECISION AUTO CARE, INC.
This form, or one substantially equivalent hereto, must be used to exercise
Rights pursuant to the Rights Offering described in the Prospectus dated January
__, 2002 (the "Prospectus") of Precision Auto Care, Inc., a Virginia corporation
(the "Company"), if a holder of Rights cannot deliver the subscription
certificate(s) evidencing the Rights (the "Subscription Certificate(s)") to the
Subscription Agent listed below (the "Subscription Agent") at or prior to 5:00
p.m., Eastern Daylight Time, on _______, _______ __, 2002 (the "Expiration
Date"). Such form must be delivered by hand or sent by facsimile transmission
or mail to the Subscription Agent, and must be received by the Subscription
Agent on or prior to the Expiration Date. See "THE RIGHTS OFFERING -- Exercise
of Rights" in the Prospectus. Payment of the Subscription Price of $_____ per
share for each share of the Company's Common Stock subscribed for upon exercise
of such Rights must be received by the Subscription Agent in the manner
specified in the Prospectus at or prior to 5:00 p.m., Eastern Daylight Time, on
the Expiration Date even if the Subscription Certificate evidencing such Rights
is being delivered pursuant to the procedure for guaranteed delivery thereof.
The Subscription Agent is:
American Stock Transfer & Trust Company
By Facsimile
By Mail: Transmission By Hand:
American Stock Transfer & Trust (718) 234-5001 American Stock Transfer & Trust
Company Company
59 Maiden Lane 59 Maiden Lane
New York, NY 10038 New York, NY 10038
To Confirm Receipt of
Facsimile and
For General Information:
(718) 921-8200
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES
NOT CONSTITUTE A VALID DELIVERY.
GUARANTEE OF DELIVERY
(Not to be used for Subscription Certificate signature guarantee)
The undersigned, a member firm of a registered national securities exchange
or of the National Association of Securities Dealers, Inc. or a commercial bank
or trust company having an office or correspondent in the United States,
guarantees that the undersigned will deliver to the Subscription Agent the
certificates representing the Rights being exercised hereby, with any required
signature guarantees and any other required documents, all within three trading
days on the over-the-counter market after the date hereof.
____________________________________ Dated:________________________ , 2001
____________________________________ _____________________________________
____________________________________ _____________________________________
(Name of Firm)
____________________________________
Address
____________________________________ _____________________________________
(Area Code and Telephone Number) (Authorized Signature)
The institution which completes this form must communicate the guarantee to
the Subscription Agent and must deliver the Subscription Certificate(s) to the
Subscription Agent within the time period shown herein. Failure to do so could
result in a financial loss to such institution.
PRECISION AUTO CARE, INC.
Ladies and Gentlemen:
The undersigned hereby represents that he or she is the holder of
Subscription Certificate(s) representing _____ Rights and that such Subscription
Certificate(s) cannot be delivered to the Subscription Agent at or before 5:00
p.m., Eastern Daylight Time, on the Expiration Date. Upon the terms and subject
to the conditions set forth in the Prospectus, receipt of which is hereby
acknowledged, the undersigned hereby elects to exercise the Subscription
Privilege to subscribe for one share of Common Stock per Right with respect to
each of _____ Rights represented by such Subscription Certificate and shares set
forth below pursuant to the Oversubscription Privilege described in the
Prospectus:
No. of Subscription Rights exercised pursuant to Basic Subscription
Privilege: ______________
plus
No. of Shares subscribed for pursuant to Oversubscription
Privilege: ______________
TOTAL: ______________
times $____ per share equals
TOTAL PAYMENT DUE: $______________
The undersigned understands that payment of the Subscription Price of $____
per share for each share of Common Stock subscribed for pursuant to the
Subscription Privilege must be received by the Subscription Agent at or before
5:00 p.m., Eastern Daylight Time, on the Expiration Date and represents that
such payment, in the aggregate amount of $________, either (check appropriate
box):
[_] is delivered herewith or [_] was delivered separately in the manner set
forth below (check appropriate box and complete information relating thereto):
[_] wire transfer of funds
__ name of transferor institution ____________________________________
__ date of transfer _______ confirmation number (if available) _______
[_] uncertified check (Payment by uncertified check will not be deemed to
have been received by the Subscription Agent until such check has
cleared. Holders paying by such means are urged to make payment
sufficiently in advance of the Expiration Date to ensure that such
payment clears by such date.)
[_] certified check
[_] bank draft (cashier's check)
[_] money order
__ name of maker _____________________________________________________
__ date and number of check, draft or money order ____________________
(date) (number)
__ bank on which check is drawn or issuer of money order _____________
Signature(s) ____________________________ Address ____________________________
_________________________________________ ____________________________________
Name(s)__________________________________ ____________________________________
_________________________________________ Tel. No(s). (___) __________________
Please Type or Print
Subscription Certificate No(s). (if available) _________________________________