NOTICE OF GUARANTEED DELIVERY
OF
9 3/8% SENIOR SUBORDINATED NOTES DUE 2008
OF
EAGLE-PICHER INDUSTRIES, INC.
This form, or one substantially equivalent hereto, must be used by any
Holder of 9 3/8% Senior Subordinated Notes due 2008, (the "Initial Notes") of
Eagle-Picher Industries, Inc., an Ohio corporation (the "Company"), who wishes
to tender Initial Notes pursuant to the Company's Exchange Offer, as defined in
the Prospectus dated May [ ] 1998 (the "Prospectus"), and (i) whose Initial
Notes are not immediately available or (ii) who cannot deliver such Initial
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. This form may be
delivered by facsimile transmission, mail or hand delivery to the Exchange
Agent. See "The Notes Exchange Offer--Guaranteed Delivery Procedures" in the
Prospectus.
EAGLE-PICHER INDUSTRIES, INC.
NOTICE OF GUARANTEED DELIVERY
THE BANK OF NEW YORK, AS EXCHANGE AGENT
By Facsimile
By Hand or Overnight Courier (eligible institutions only): By Registered or Certified Mail:
101 Barclay Street, (212) 815-6339 101 Barclay Street,
Corporate Trust Window New York, New York 10286
Ground Level Attn: Reorganization Section, 7E;
New York, New York 10286 To Confirm Facsimile or Santino Ginocchietti
Attn: Reorganization Section, for Information Call:
7E; Santino Ginocchietti (212) 815-2963
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 Company 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
Initial Notes specified below pursuant to the guaranteed delivery procedures set
forth under the caption "The Notes Exchange Offer--Guaranteed Delivery
Procedures" 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 Initial Notes set forth in the Letter of Transmittal. The
undersigned hereby tenders the Initial Notes listed below:
Certificate Number(s)
(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 Initial Notes will be tendered by book-entry transfer please provide
the following information:
Name of Tendering Institution:
- ---------------------------------------------- ------------------------------------------
The Depository Trust Company
Account Number: ------------------------------------------
Signature(s)
- ---------------------------------------------- ------------------------------------------
------------------------------------------
Name(s) (please print)
------------------------------------------
Street Address
------------------------------------------
City, State and Zip Code
- ---------------------------------------------- ------------------------------------------
Date Area Code and Telephone Number
GUARANTEE
(NOT TO BE USED 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 a facsimile thereof), together with the Initial Notes tendered
hereby in proper form for transfer, or confirmation of the book-entry transfer
of such Initial 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 third New York Stock Exchange trading day following the Expiration
Date (as defined in the Prospectus).
- ---------------------------------------------- ------------------------------------------
Name of Firm Authorized Signature
- ---------------------------------------------- ------------------------------------------
Street Address Name (please print)
- ----------------------------------------------
City, State and Zip Code
- ---------------------------------------------- -------------------------------------------
Area Code and Telephone Number Date
DO NOT SEND CERTIFICATES FOR INITIAL NOTES WITH THIS FORM. ACTUAL SURRENDER
OR CERTIFICATES FOR INITIAL 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 to the Exchange Agent of this Notice of
Guaranteed Delivery and all other required documents 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 further description of the guaranteed delivery
procedures, see the Prospectus under the caption "The Notes Exchange
Offer--Guaranteed Delivery Procedures." In all cases, sufficient time should be
allowed to assure timely delivery. No Notice of Guaranteed Delivery should be
sent to the Company.
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 Initial Notes referred to herein, then the signature must
correspond with the name(s) as written on the face of the Initial Notes without
alteration, addition 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 Company, evidence satisfactory
to the Company of their authority so to act must be submitted with this Notice
of Guaranteed Delivery.
2. 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.