Exhibit 99(b)
NOTICE OF GUARANTEED DELIVERY
FOR
HANGER ORTHOPEDIC GROUP, INC.
This form or one substantially equivalent hereto must be used to accept the
Exchange Offer of Hanger Orthopedic Group, Inc., (the "Company") made pursuant
to the Prospectus, dated September , 1999 (the "Prospectus"), if certificates
or the outstanding 11 1/4% Senior Subordinated Notes due 2009 of the Company
(the "Old Notes") are not immediately available or if the procedure for book-
entry transfer cannot be completed on a timely basis or time will not permit
all required documents to reach U.S. Bank Trust Nationial Association, as
exchange agent (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 Exchange
Agent as set forth below. In addition, in order to utilize the guaranteed
delivery procedure to tender Old Notes pursuant to the Exchange offer, a
completed, signed and dated Letter of Transmittal (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.
Delivery To: U.S. BANK TRUST NATIONAL ASSOCIATION, EXCHANGE AGENT
By Mail: By Overnight Courier:
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U.S. Bank Trust National Association
U.S. Bank Trust National Association 180 East Fifth Street
180 East Fifth Street St. Paul, MN 55101
St. Paul, MN 55101 Attn: Specialized Finance Dept.
Attn: Specialized Finance Dept.
By Hand: in New York (as Drop Agent) By Hand: in St. Paul
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U.S. Bank Trust National Association
U.S. Bank Trust National Association 4th Floor Bond Drop Window
100 Wall Street, Suite 200 180 East Fifth Street St. Paul, MN
New York, NY 10005 55101
Attn: Specialized Finance Dept.
For Information Call:
(800) 934-6802
By Facsimile Transmission:
(for Eligible Institutions Only)
(651) 244-1537
Attention: Specialized Finance Department
Confirm by Telephone:
(651) 244-5011
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 set forth in the Prospectus and the accompanying Letter of
Transmittal, the undersigned hereby tenders to the Company the principal
amount of Old Notes set forth below pursuant to the guaranteed delivery
procedure described in "The Exchange Offer--Guaranteed Delivery Procedures"
section of the Prospectus.
Principal Amount of Old Notes
Tendered:*
If Old Notes will be delivered by
$__________________________________ book-entry transfer to The
Certificate Nos. (if available): Depository Trust Copmpany, provide
account number.
Total Principal Amount Represented
by Old Notes Certificate(s):
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 ___________________________________
X ___________________________________
Signature(s) of Owner(s) Date of
Authorized Signatory
Area Code and Telephone Number: ______________________
Must be signed by the holder(s) of Old Notes as their name(s) appear on
certificates for Old 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.
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s):
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
Capacity:
_______________________________________________________________
Address(es):
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
GUARANTEE
(Not to be Used for Signature Guarantee)
The undersigned, a financial institution (including most banks, savings and
loan associations and brokerage houses) that is a participant in the
securities Transfer Agents Medallion on Program, the New York Stock Exchange
Medallion Signature Program or the Stock Exchanges Medallion Program hereby
guarantees that the certificates representing the principal amount of Old
Notes tendered hereby in proper form for transfer, or timely confirmation of
the book-entry transfer of such Old 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 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 New York Stock Exchange
trading days after the Expiration Date.
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*Must be in denominations of principal amount of $1,000 and any integral
multiple thereof.
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Name of Firm Authorized Signature
--------------------------------- ---------------------------------
Address
Name ____________________________
--------------------------------- (Please Type or Print)
Zip Code
Dated: __________________________
Area Code and Tel. No.___________
NOTE: DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. CERTIFICATES FOR
OLD NOTES SHOULD BE SENT ONLY WITH A COPY OF YOUR PREVIOUSLY EXECUTED LETTER
OF TRANSMITTAL.