EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR
OFFER TO EXCHANGE
$150.0 MILLION
9.75% SENIOR SUBORDINATED NOTES DUE 2012
FOR 9.75% SENIOR SUBORDINATED NOTES DUE 2012
OF
MAAX CORPORATION
Exchange Agent:
U.S. BANK TRUST NATIONAL ASSOCIATION
By Hand, Overnight Delivery or
Registered/Certified Mail
U.S. Bank Trust National Association
Corporate Trust Services
EP-MN-WS-2N
60 Livingston Avenue
St. Paul, Minnesota 55107
Attention: Specialized Finance
Facsimile Transmissions:
(Eligible Institutions Only)
(651) 495-8158
To Confirm Facsimile by Telephone or for Information Call:
(800) 934-6802
All capitalized terms used herein but not defined herein shall have the
meanings ascribed to them in the prospectus, dated [ ], 2004 (as it may
be supplemented or amended from time to time, the "Prospectus"), of MAAX
Corporation, a Nova Scotia unlimited company ("MAAX").
As set forth in the Prospectus and in the accompanying letter of
transmittal and instructions thereto (the "Letter of Transmittal"), registered
Holders (as defined below) of outstanding 9.75% Senior Subordinated Notes due
2012 (the "Original Notes") of MAAX who wish to tender their Original Notes in
exchange for a like principal amount of 9.75% Senior Subordinated Notes due 2012
(the "Exchange Notes") of MAAX and, in each case, whose Original Notes are not
immediately available or who cannot deliver their Original Notes, the Letter of
Transmittal and any other documents required by the Letter of Transmittal to
U.S. Bank Trust National Association (the "Exchange Agent") prior to the
Expiration Date (as hereinafter defined), or who cannot complete the procedure
for book-entry transfer on a timely basis, may use this Notice of Guaranteed
Delivery (this "Notice of Guaranteed Delivery") to tender their Original Notes
if (i) such tender is made by or through an Eligible Institution (as defined
below) and the Holder signs this Notice of Guaranteed Delivery; (ii) on or prior
to the Expiration Date, the Exchange Agent has received from the Holder and the
Eligible Institution a written or facsimile copy of a properly completed and
duly executed Notice of Guaranteed Delivery setting forth the name and address
of the Holder of the Original Notes, the certificate number or numbers of such
tendered Original Notes and the principal amount of Original Notes tendered,
stating that the tender is being made thereby and guaranteeing that, within five
business days after the date of delivery of this Notice of Guaranteed Delivery,
the Letter of Transmittal (or a copy of thereof) together with the
certificate(s) representing the Original Notes (or timely confirmation of the
book-entry transfer of Original Notes into the Exchange Agent's account at the
Depository Trust Company ("DTC")) and any other required documents will be
deposited by the Eligible Institution with the Exchange Agent; and (ii) such
properly completed and executed Letter of Transmittal (or copy thereof), as well
as all other documents required by the Letter of Transmittal and the
certificate(s) representing all tendered Original Notes in proper form for
transfer (or timely confirmation of the book-entry transfer of Original Notes
into the Exchange Agent's Account at DTC), is received by the Exchange Agent
within five business days after the Expiration Date. Any Holder of Original
Notes who wishes to tender Original Notes pursuant to the guaranteed delivery
procedures described above must ensure that the Exchange Agent receives this
Notice of Guaranteed Delivery and Letter of Transmittal prior to 11:59 P.M., New
York City time, on the Expiration Date. This Notice of Guaranteed Delivery may
be delivered by hand or sent by facsimile transmission (receipt confirmed by
telephone and an original delivered by guaranteed overnight delivery) or mail to
the Exchange Agent. See "The Exchange Offer -- Procedures for Tendering Original
Notes" in the Prospectus.
Unless the context requires otherwise, (i) the term "Holder" for purposes
of this Notice of Guaranteed Delivery means: (A) any person in whose name
Original Notes are registered on the books of MAAX or any other person who has
obtained a properly completed bond power from the registered Holder; or (B) any
participant in DTC whose Original Notes are held of record by DTC who desires to
deliver such Original Notes by book-entry transfer at DTC, and (ii) the term
"Eligible Institution" means an eligible guarantor institution that is a member
of or participant in the Securities Transfer Agents Medallion Program, the New
York Stock Exchange Medallion Signature Program or an "eligible guarantor
institution" within the meaning of Rule 17Ad-15 under the Securities Exchange
Act of 1934, as amended.
THE EXCHANGE OFFER (AS DEFINED BELOW) WILL EXPIRE AT 11:59 P.M., NEW YORK CITY
TIME, ON [ ], 2004 (THE "EXPIRATION DATE") UNLESS THE EXCHANGE OFFER
IS EXTENDED BY MAAX IN ITS SOLE DISCRETION. TENDERS OF ORIGINAL NOTES MAY BE
WITHDRAWN AT ANY TIME PRIOR TO 11:59 P.M., NEW YORK CITY TIME, ON THE EXPIRATION
DATE.
FOR ANY QUESTIONS REGARDING THIS NOTICE OF GUARANTEED DELIVERY OR FOR ANY
ADDITIONAL INFORMATION, YOU MAY CONTACT THE EXCHANGE AGENT BY TELEPHONE AT (800)
934-6802 OR BY FACSIMILE AT (651) 495-8158.
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION TO A
NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on the Letter of Transmittal is required to be
guaranteed by an Eligible Institution, such signature guarantee must appear in
the applicable space provided in the Letter of Transmittal.
2
Ladies and Gentlemen:
The undersigned hereby tender(s) to MAAX, upon the terms and subject to the
conditions set forth in the Prospectus and the Letter of Transmittal, receipt of
which is hereby acknowledged, the aggregate principal amount of Original Notes
set forth below pursuant to the guaranteed delivery procedures set forth in the
Prospectus and the instructions to the Letter of Transmittal.
The undersigned understands that tenders of Original Notes will be accepted
only in principal amounts equal to $1,000 or integral multiples thereof. The
undersigned understands that tenders of Original Notes pursuant to MAAX's offer
to exchange Exchange Notes for Original Notes pursuant to, and upon the terms
and conditions described in, the Prospectus, Letter of Transmittal and
instructions thereto (the "Exchange Offer") may not be withdrawn after 11:59
P.M., New York City time, on the Expiration Date.
All authority herein conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall survive the death or incapacity of the undersigned and
every obligation of the undersigned under this Notice of Guaranteed Delivery
shall be binding upon the heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives of the undersigned.
3
PLEASE COMPLETE AND SIGN
<Table>
- ------------------------------------------------------------------------------------------------------
Signature(s) of Registered Holder(s) or Name(s) of Registered Holder(s):
Authorized Signatory:
- -------------------------------------------------- --------------------------------------------------
- -------------------------------------------------- --------------------------------------------------
- -------------------------------------------------- --------------------------------------------------
- ------------------------------------------------------------------------------------------------------
Principal Amount of Original Notes Tendered: Address:
- -------------------------------------------------- --------------------------------------------------
- -------------------------------------------------- --------------------------------------------------
- -------------------------------------------------- --------------------------------------------------
- ------------------------------------------------------------------------------------------------------
Certificate No(s). of Original Notes (if Area Code and Tel. No.:
available):
- -------------------------------------------------- --------------------------------------------------
- -------------------------------------------------- --------------------------------------------------
- -------------------------------------------------- --------------------------------------------------
- ------------------------------------------------------------------------------------------------------
Date: If Original Notes will be delivered by book-entry
------------------------------------------------- transfer at The Depository Trust Company, insert
Depository Account No.:
--------------------------------------------------
--------------------------------------------------
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
This Notice of Guaranteed Delivery must be signed by the registered Holder(s) of Original Notes
exactly as its (their) name(s) appears on certificate(s) for Original Notes or on a security position
listing as the owner of Original Notes, or by person(s) authorized to become registered Holder(s) by
endorsements 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 provide the following information:
PLEASE PRINT
Name(s):
-----------------------------------------------------------------------------------------------------
Capacity:
-----------------------------------------------------------------------------------------------------
Address(es):
-----------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
</Table>
DO NOT SEND ORIGINAL NOTES WITH THIS FORM. ORIGINAL NOTES SHOULD BE SENT
TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED
LETTER OF TRANSMITTAL.
4
GUARANTEE OF DELIVERY
(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 Medallion Signature
Program or an "eligible guarantor institution" within the meaning of Rule
17Ad-15 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act") (each of the foregoing, an "Eligible Institution"), hereby (a) represents
that each holder of Original Notes on whose behalf this tender is being made
"own(s)" the Original Notes covered hereby within the meaning of Rule 14e-4
under the Exchange Act, (b) represents that such tender of Original Notes
complies with such Rule 14e-4 and (c) guarantees that, within five business days
after the date of delivery of this Notice of Guaranteed Delivery, a properly
completed and duly executed Letter of Transmittal, together with certificates
representing the Original Notes covered hereby in proper form for transfer (or
timely confirmation of the book-entry transfer of Original Notes into the
Exchange Agent's account at DTC) and any other required documents will be
deposited by the undersigned with the Exchange Agent and such properly completed
and executed Letter of Transmittal, as well as all other documents required by
the Letter of Transmittal and the certificate(s) representing all tendered
Original Notes in proper form for transfer (or timely confirmation of the
book-entry transfer of Original Notes into the Exchange Agent's account at DTC)
are received by the Exchange Agent within five business days after the
Expiration Date.
THE UNDERSIGNED ACKNOWLEDGES THAT IT MUST DELIVER THE LETTER OF
TRANSMITTAL AND ORIGINAL NOTES TENDERED HEREBY TO THE EXCHANGE AGENT WITHIN THE
TIME SET FORTH ABOVE AND THAT FAILURE TO DO SO COULD RESULT IN FINANCIAL LOSS TO
THE UNDERSIGNED.
Name of Firm:
- --------------------------------------------------------------------------------
Authorized Signature:
- --------------------------------------------------------------------------------
Title:
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
(ZIP CODE)
AREA CODE AND TELEPHONE NO.:
- ----------------------------- DATE:
- ------------, 2004
DO NOT SEND ORIGINAL NOTES WITH THIS FORM. ORIGINAL NOTES SHOULD BE SENT
TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED
LETTER OF TRANSMITTAL.
5