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EX. 99.2
NOTICE OF GUARANTEED DELIVERY
OF
10% SENIOR NOTES DUE 2008
OF
THE J.H. HEAFNER COMPANY, INC.
This form, or one substantially equivalent hereto, must be used by any
Holder of 10% Senior Notes due 2008, (the "Initial Notes") of The J.H. Heafner
Company, Inc., a North Carolina corporation (the "Company"), who wishes to
tender Initial Notes pursuant to the Company's Exchange Offer, as defined in the
Prospectus dated [ ], 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
Exchange Offer--Guaranteed Delivery Procedures" in the Prospectus.
THE J.H. HEAFNER COMPANY, INC.
NOTICE OF GUARANTEED DELIVERY
THE CHASE MANHATTAN BANK, AS EXCHANGE AGENT
By Mail, Hand or Overnight Courier: Facsimile Transmission Number
55 Water Street (Eligible Institutions only):
Room 234, North Building (212) 638-7375 or
New York, New York 10041 (212) 344-9367
Attention: Carlos Esteves
To Confirm Facsimile
(IF BY MAIL, REGISTERED OR or for Information Call
CERTIFIED MAIL RECOMMENDED) (212) 638-0828
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.
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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 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
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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:
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The Depository Trust Company
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Account Number: Signature(s)
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Name(s) (please print)
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Street Address
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City, State and Zip Code
- ------------------------------------------------------- ----------------------------------------------------
Date Area Code and Telephone Number
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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).
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Name of Firm Authorized Signature
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Street Address Name (please print)
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City, State and Zip Code
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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.
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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 on or 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 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.
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.
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