EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
To Tender
Unregistered 9-3/8% Senior Subordinated Notes due 2011
(Including Those in Book-Entry Form)
of
DRESSER, INC.
PURSUANT TO THE EXCHANGE OFFER AND PROSPECTUS DATED ______________
As set forth in the Prospectus (as defined), this form or one
substantially equivalent hereto must be used to accept the Exchange Offer (i) if
certificates for unregistered 9-3/8% Senior Subordinated Notes due 2011 (the
"Old Notes") of Dresser, Inc., a Delaware corporation (the "Company"), are not
immediately available, (ii) time will not permit holder's Old Notes or other
required documents to reach State Street Bank and Trust Company (the "Exchange
Agent") on or prior to the Expiration Date (as defined) or (iii) the procedure
for book-entry transfer cannot be completed on a timely basis. This form may be
delivered by facsimile transmission, registered or certified mail, by hand or by
overnight delivery service to the Exchange Agent. See "The Exchange Offer --
Procedures for Tendering" in the Prospectus.
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON ______________ (THE "EXPIRATION DATE"),
UNLESS THE EXCHANGE OFFER IS EXTENDED BY THE COMPANY.
The Exchange Agent for the Exchange Offer is:
State Street Bank and Trust Company
Deliver to:
By Registered or Certified Mail, Hand Delivery
or Overnight Courier:
State Street Bank and Trust Company
Corporate Trust Department, 5th Floor
2 Avenue de Lafayette
Boston, MA 02111
Attn: Johnnie Kindell
By Facsimile:
(Eligible Institutions Only)
(617) 662-1452
For Information or
Confirmation by Telephone:
(617) 662-1553
Originals of all documents sent by facsimile should be sent promptly by
registered or certified mail, by hand or by overnight delivery service.
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OR
TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA FACSIMILE OTHER THAN AS
SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
Ladies and Gentlemen:
The undersigned herby tenders to the Company, upon the terms and
subject to the conditions set forth in the Prospectus dated __________________
(as the same may be amended or supplemented from time to time, the
"Prospectus"), and the related Letter of Transmittal, receipt of which is hereby
acknowledged, the aggregate principal amount of Old Notes set forth below
pursuant to the guaranteed delivery procedures set forth in the Prospectus under
the caption "The Exchange Offer -- Guaranteed Delivery Procedures."
Name(s) of Registered Holder(s): _______________________________________________
Aggregate Principal Amount Tendered*: $_________________________________________
Certificate No.(s) (if available): _____________________________________________
(Total Principal Amount Represented by Old Notes Certificate(s)): $ ____________
If Old Notes will be tendered by book-entry transfer, provide the following
information:
DTC Account Number: ____________________________________________________________
Date: __________________________________________________________________________
* Must be in denominations of $1,000 and any integral multiple thereof.
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) or Authorized Signatory
Date: __________________________________________________________________________
Area Code and Telephone Number: ________________________________________________
Must be signed by the holder(s) of the Old Notes as their name(s)
appear(s) 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): ___________________________________________________________________
THIS GUARANTEE ON THE NEXT PAGE MUST BE COMPLETED
GUARANTEE
(Not to be Used for Signature Guarantee)
The undersigned, a member of or participant in the Securities Transfer
Agents Medallion Program, the New York Stock Exchange Signature Program or a
firm or other identity identified in Rule 17Ad-15 under the Securities Exchange
Act of 1934, as amended, as an "eligible guarantor institution," including (as
such terms are defined therein): (i) a bank; (ii) a broker, dealer, municipal
securities broker, municipal securities dealer, government securities broker,
government securities dealer; (iii) a credit union; (iv) a national securities
exchange, registered securities association or learning agency; or (v) a savings
association that is a participant in a Securities Transfer Association
recognized program (each of the foregoing being referred to as an "Eligible
Institution"), hereby guarantees to deliver to the Exchange Agent, at one of its
addresses set forth above, either the Old Notes to the Exchange Agent's account
at The Depository Trust Company, pursuant to the procedures for book-entry
transfer set forth in the Prospectus, within three New York Stock Exchange, Inc.
trading days after the date of execution of this Notice of Guaranteed Delivery.
The undersigned acknowledges that it must deliver the Old Notes
tendered hereby to the Exchange Agent within the time period set forth above and
that failure to do so could result in a financial loss to the undersigned.
Name of Firm: _________________________ Authorized Signature: ________________
Address:_______________________________ Title: _______________________________
_______________________________________
_______________________________________
____________________ Zip Code: ________
Area Code and Telephone No.: __________ Dated: _______________________________
Note: Do not send certificates for Old Notes with this form.