NOTICE OF GUARANTEED DELIVERY EXHIBIT 99.2
WITH RESPECT TO
13% SENIOR SUBORDINATED NOTES DUE 2009, SERIES A
OF
CONCENTRA OPERATING CORPORATION
THIS FORM, OR ONE SUBSTANTIALLY EQUIVALENT HERETO, MUST BE USED BY ANY HOLDER OF
13% SENIOR SUBORDINATED NOTES DUE 2009, SERIES A (THE "OLD NOTES"), OF CONCENTRA
OPERATING CORPORATION, A NEVADA CORPORATION (THE "ISSUER"), WHO WISHES TO TENDER
OLD NOTES PURSUANT TO THE EXCHANGE OFFER (AS DEFINED IN THE PROSPECTUS
DATED , 1999 (THE "PROSPECTUS ")) OF THE ISSUER AND (I) WHOSE
OLD NOTES ARE NOT IMMEDIATELY AVAILABLE OR (II) WHO CANNOT DELIVER SUCH OLD
NOTES OR ANY OTHER DOCUMENTS REQUIRED BY THE LETTER OF TRANSMITTAL ON OR BEFORE
THE EXPIRATION DATE (AS DEFINED IN THE PROSPECTUS) OR (III) WHO CANNOT COMPLY
WITH THE BOOK-ENTRY TRANSFER PROCEDURE ON A TIMELY BASIS. SUCH FORM MAY BE
DELIVERED BY FACSIMILE TRANSMISSION, MAIL OR HAND DELIVERY TO THE EXCHANGE
AGENT. SEE "THE EXCHANGE OFFER" IN THE PROSPECTUS.
CONCENTRA OPERATING CORPORATION
NOTICE OF GUARANTEED DELIVERY
THE EXCHANGE AGENT IS:
UNITED STATES TRUST COMPANY OF NEW YORK
BY OVERNIGHT COURIER AND
BY REGISTERED OR BY HAND DELIVERY AFTER 4:30 PM BY HAND UP TO 4:30 PM
CERTIFIED MAIL: ON EXPIRATION ONLY: OR IN PERSON:
United States Trust Company United States Trust Company United States Trust Company
of New York of New York of New York
P.O. Box 844 770 Broadway, 13th Floor 111 Broadway
Attn: Corporate Trust Services Attn: Corporate Trust Services Lower Level
Cooper Station New York, NY 10003 Attn: Corporate Trust Services
New York, NY 10276-0844 New York, NY 10006
BY FACSIMILE:
(212) 420-6211
CONFIRM BY TELEPHONE
(800) 548-6565
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE
WILL NOT CONSTITUTE A VALID DELIVERY.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to the Issuer upon the terms and subject to
the conditions set forth in the Prospectus and the related Letter of
Transmittal, receipt of which is hereby acknowledged, the principal amount of
Old Notes specified below pursuant to the guaranteed delivery procedures set
forth under "The Exchange Offer" in the Prospectus. By so tendering, the
undersigned does hereby make, at and as of the date hereof, the representations
and warranties of a tendering Holder of Old Notes set forth in the Letter or
Transmittal. The undersigned hereby tenders the Old Notes listed below:
- --------------------------------------------------------------------------------
Certificate Numbers (If Available) Principal Amount Tendered
- --------------------------------------------------------------------------------
__________________________________ _____________________________
All authority herein conferred or agreed to be conferred shall survive the
death, incapacity, or dissolution of the undersigned, and every obligation of
the undersigned hereunder shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned.
If Old Notes will be tendered by book-entry transfer:
Name of Tendering Institution: Sign Here
_______________________________ _____________________________________
The Depository Trust Company SIGNATURE(S)
Account No.:
_____________________________________
NAME (PLEASE PRINT)
_______________________________
_____________________________________
Date: _________________________
_____________________________________
ADDRESS (INCLUDE ZIP CODE)
_____________________________________
AREA CODE AND TELPEPHONE NO.
GUARANTEE
(NOT TO BE USE FOR SIGNATURE GUARANTEE)
The undersigned, a participant in a recognized Signature Guarantee
Medallion Program, guarantees deposit with the Exchange Agent of the Letter of
Transmittal (or facsimile thereof), together with the Old Notes tendered hereby
in proper form for transfer, or confirmation of the book-entry transfer of such
Old Notes into the Exchange Agent's account at the Depository Trust Company,
pursuant to the procedure for book-entry transfer set forth in the Prospectus,
and any other required documents, all by 5:00 p.m., New York City time, on the
fifth New York Stock Exchange trading day following the Expiration Date (as
defined in the Prospectus).
Name of Firm:
_______________________________
Sign Here
_____________________________________
AUTHORIZED SIGNATURE(S)
_____________________________________
NAME (PLEASE PRINT)
_____________________________________
_____________________________________
ADDRESS (INCLUDE ZIP CODE)
Date: _________________________
_____________________________________
AREA CODE AND TELEPHONE NO.
DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. ACTUAL SURRENDER OF
CERTIFICATES FOR OLD NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A
COPY OF THE PREVIOUSLY EXECUTED LETTER OF TRANSMITTAL.
INSTRUCTIONS
1. DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY . A properly completed
and duly executed copy of this Notice of Guaranteed Delivery and any other
documents required by this Notice of Guaranteed Delivery must be received by the
Exchange Agent at one of its addresses set forth on the cover hereof prior to
the Expiration Date. The method of delivery of this Notice of Guaranteed
Delivery and all other required documents to the Exchange Agent is at the
election and risk of the holder but, except as otherwise provided below, the
delivery will be deemed made only when actually received by the Exchange Agent.
Instead of delivery by mail, it is recommended that holders use an overnight or
hand delivery service, properly insured. If such delivery is by mail, it is
recommended that the holder use properly insured, registered mail with return
receipt requested. For a full description of the guaranteed delivery procedures,
see the Prospectus under "The Exchange Offer." In all cases, sufficient time
should be allowed to assure timely delivery. No Notice of Guaranteed Delivery
should be sent to the Issuer.
2. SIGNATURE ON THIS NOTICE OF GUARANTEED DELIVERY; GUARANTEE OF
SIGNATURES. If this Notice of Guaranteed Delivery is signed by the registered
holder(s) of the Old Notes referred to herein, then the signature must
correspond with the name(s) as written on the face of the Old Notes without
alteration, enlargement or any change whatsoever.
If this Notice of Guaranteed Delivery is signed by a person other than the
registered holder(s) of any Old Notes listed, this Notice of Guaranteed Delivery
must be accompanied by a properly completed bond power signed as the name of the
registered holder(s) appear(s) on the face of the Old Notes without alteration,
enlargement or any change whatsoever.
If this Notice of Guaranteed Delivery is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing and, unless waived by the Issuers, evidence satisfactory
to the Issuers of their authority so to act must be submitted with this Notice
of Guaranteed Delivery.
3. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the
Exchange Offer or the procedure for consenting and tendering as well as requests
for assistance or for additional copies of the Prospectus, the Letter of
Transmittal and this Notice of Guaranteed Delivery, may be directed to the
Exchange Agent at the address set forth on the cover hereof or to your broker,
dealer, commercial bank or trust company.