EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF OUTSTANDING
6 7/8% SENIOR NOTES DUE 2013
OF PEABODY ENERGY CORPORATION
As set forth in the Exchange Offer (as defined below), this Notice of
Guaranteed Delivery (or a facsimile hereof) or one substantially equivalent
hereto or the electronic form used by The Depository Trust Company ("DTC") for
this purpose must be used to accept the Exchange Offer if certificates for
outstanding 6 7/8% Senior Notes due 2013 (the "Restricted Notes") of Peabody
Energy Corporation (the "Company"), are not immediately available to the
registered holder of such Restricted Notes, or if a participant in DTC is unable
to complete the procedures for book-entry transfer on a timely basis of
Restricted Notes to the account maintained by US Bank National Association (the
"Exchange Agent") at DTC, or if time will not permit all documents required by
the Exchange Offer to reach the Exchange Agent prior to midnight, New York City
time, on , 2003, unless extended (the "Expiration Date"). This Notice
of Guaranteed Delivery (or a facsimile hereof) or one substantially equivalent
hereto may be delivered by mail (registered or certified mail is recommended),
by facsimile transmission, by hand or overnight carrier to the Exchange Agent.
See "The Exchange Offer -- Guaranteed Delivery Procedures." Capitalized terms
used herein and not defined herein have the meanings assigned to them in the
Exchange Offer.
The Exchange Agent (the "Exchange Agent") for the Exchange Offer is:
US BANK NATIONAL ASSOCIATION
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By Mail or Overnight Delivery: By Facsimile: By Mail or Overnight Delivery:
U.S. Bank Trust Center (for Eligible Institutions only) U.S. Bank Trust Center
180 East Fifth Street (651) 244-1537 180 East Fifth Street
St. Paul, MN 55101 Attention: Specialized Finance Group St. Paul, MN 55101
Attention: Specialized Finance Group Attention: Specialized Finance Group
Confirm by Telephone:
(800) 934-6802
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Delivery of this Notice of Guaranteed Delivery to an address other than as
set forth above or transmission of this Notice of Guaranteed Delivery via a
facsimile number other than the number listed above will not constitute a valid
delivery.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an Eligible Institution (as defined therein) under the
instructions thereto, such signature guarantee must appear in the applicable
space provided in the signature box on the Letter of Transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders to the Company, the aggregate principal
amount of Restricted Notes indicated below pursuant to the guaranteed delivery
procedures and upon the terms and subject to the conditions set forth in the
accompanying Prospectus dated , 2003 (as the same may be amended or
supplemented from time to time, the "Prospectus") and in the related Letter of
Transmittal (which together with the Prospectus constitute the "Exchange
Offer"), receipt of which is hereby acknowledged.
The undersigned hereby represents, warrants and agrees that the undersigned
has full power and authority to tender, exchange, sell, assign and transfer the
tendered Restricted Notes and that the Company will acquire good, marketable and
unencumbered title thereto, free and clear of all liens, restrictions, charges
and encumbrances when the tendered Restricted Notes are acquired by the Company
as contemplated herein, and the tendered Restricted Notes are not subject to any
adverse claims or proxies. The undersigned warrants and agrees that the
undersigned and each Beneficial Owner will, upon request, execute and deliver
any additional documents deemed by the Company or the Exchange Agent to be
necessary or desirable to complete the tender, exchange, sale, assignment and
transfer of the tendered Restricted Notes,
and that the undersigned will comply with its obligations under the Registration
Rights Agreement. The undersigned has read and agrees to all of the terms of the
Exchange Offer.
By tendering Restricted Notes and executing this Notice of Guaranteed
Delivery, the undersigned hereby represents and warrants that (i) neither the
undersigned nor any Beneficial Owner(s) is an "affiliate" of the Company, (ii)
any Exchange Notes to be received by the undersigned and any Beneficial Owner(s)
are being acquired by the undersigned and any Beneficial Owner(s) in the
ordinary course of business of the undersigned and any Beneficial Owner(s),
(iii) the undersigned and each Beneficial Owner have no arrangement or
understanding with any person to participate in a distribution (within the
meaning of the Securities Act of 1933) of Exchange Notes to be received in the
Exchange Offer, and (iv) the undersigned or any such Beneficial Owner, if not a
Broker-Dealer, is not engaged in, and does not intend to engage in, a
distribution (within the meaning of the Securities Act of 1933) of such Exchange
Notes. If the undersigned is a Broker-Dealer, it acknowledges that it will
deliver a copy of the Prospectus in connection with any resale of the Exchange
Notes; however, by so acknowledging and by delivering a Prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act of 1933.
All questions as to the form of documents, validity, eligibility (including
time of receipt) and acceptance for exchange of tendered Restricted Notes will
be determined by the Company, in its sole discretion, whose determination shall
be final and binding on all parties. The Company reserves the absolute right, in
its sole and absolute discretion, to reject any and all tenders determined by
the Company not to be in proper form or the acceptance of which, or exchange
for, may, in the view of the Company or its counsel, be unlawful.
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, executors, administrators, personal
representatives, trustees in bankruptcy, legal representatives, successors and
assigns of the undersigned.
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<Caption>
SIGN HERE
Name(s) of Registered Holder(s): Address(es):
- -------------------------------------------------------- --------------------------------------------------------
- -------------------------------------------------------- --------------------------------------------------------
Signature(s) of Owner(s) or Authorized Signatory: --------------------------------------------------------
X ------------------------------------------------------ Tel. No(s):
X ------------------------------------------------------ --------------------------------------------------------
Date: --------------------------------------------------
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Must be signed by the registered holder(s) of the tendered Restricted Notes
as their name(s) appear(s) on certificates for such tendered Restricted 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.
DESCRIPTION OF RESTRICTED NOTES TENDERED
- --------------------------------------------------------------------------------
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<Caption>
NAME AND ADDRESS OF CERTIFICATE NUMBER(S) OF
REGISTERED HOLDER AS IT RESTRICTED NOTES TENDERED AGGREGATE PRINCIPAL
APPEARS ON THE (OR ACCOUNT NUMBER FOR AMOUNT RESTRICTED
NAME OF TENDERING HOLDER RESTRICTED NOTES BOOK-ENTRY FACILITY) NOTES TENDERED
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
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IF RESTRICTED NOTES WILL BE DELIVERED BY BOOK-ENTRY TRANSFER TO THE DEPOSITORY
TRUST COMPANY, PROVIDE THE FOLLOWING INFORMATION:
DTC Account Number:
- --------------------------------------------------------------------------------
Date:
- --------------------------------------------------------------------------------
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED
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GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a firm or other entity 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
clearing 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 delivery to the
Exchange Agent, at one of its addresses set forth above, either certificates for
the Restricted Notes tendered hereby, in proper form for transfer, or
confirmation of the book-entry transfer of such Restricted 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, in either case together with
one or more properly completed and duly executed Letter(s) of Transmittal (or
facsimile thereof or an Agent's Message in lieu thereof) and any other documents
required by the Letter of Transmittal, all within three (3) New York Stock
Exchange trading days after the date of execution of this Notice of Guaranteed
Delivery.
The undersigned acknowledges that it must communicate the guarantee to the
Exchange Agent and must deliver the Letter of Transmittal and certificates for
the Restricted Notes tendered hereby to the Exchange Agent within the time
period shown hereon and that failure to do so could result in a financial loss
to the undersigned.
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- ------------------------------------------------------------ ------------------------------------------------------------
FIRM AUTHORIZED SIGNATURE
- ------------------------------------------------------------ ------------------------------------------------------------
ADDRESS (PLEASE TYPE OR PRINT) NAME
- ------------------------------------------------------------ ------------------------------------------------------------
ZIP CODE TITLE
- ------------------------------------------------------------ ------------------------------------------------------------
AREA CODE AND TEL. NO. DATE
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DO NOT SEND CERTIFICATES FOR RESTRICTED NOTES WITH THIS NOTICE OF GUARANTEED
DELIVERY. ACTUAL SURRENDER OF ORIGINAL NOTES MUST BE MADE PURSUANT TO, AND BE
ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND
ANY OTHER REQUIRED DOCUMENTS.
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