EXHIBIT 99.2
HLI OPERATING COMPANY, INC.
NOTICE OF GUARANTEED DELIVERY
This form or one substantially equivalent to this form must be used to
accept the offer (the "Exchange Offer") of HLI Operating Company, Inc. ("HLI")
to exchange an aggregate principal amount of up to $250,000,000 of our 10 1/2%
Senior Notes due 2010 and the related Guarantees (the "New Notes"), which have
been registered under the Securities Act of 1933, as amended (the "Securities
Act"), for a like principal amount of our issued and outstanding 10 1/2% Senior
Notes due 2010 and the related Guarantees (the "Old Notes"), which were issued
in offerings under Rule 144A and Regulation S under the Securities Act that were
not registered under the Securities Act. The Exchange Offer will expire at 5:00
p.m., New York City time, on , 2003, unless extended (as it may be
extended, the "Expiration Date"). As described in the enclosed Prospectus, dated
August , 2003 (the "Prospectus"), if you are a registered holder of Old Notes
and wish to tender your Old Notes, but (1) the certificates for Old Notes are
not immediately available, (2) time will not permit your certificates for Old
Notes or other required documents to reach U.S. Bank National Association, as
exchange agent (the "Exchange Agent"), before the Expiration Date or (3) the
procedure for book-entry transfer cannot be completed before the Expiration
Date, you may effect a tender of your Old Notes if (1) the tender is made
through an Eligible Guarantor Institution (as defined in the Prospectus under
the caption "The Exchange Offer - Procedures for Tendering Old Notes"); (2)
prior to the Expiration Date, the Exchange Agent receives from an Eligible
Guarantor Institution a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in this form, setting forth your name and
address, and the amount of Old Notes you are tendering and stating that the
tender is being made by Notice of Guaranteed Delivery. These documents may be
sent by overnight courier, registered or certified mail or facsimile
transmission. If you elect to use this procedure, you must also guarantee that
within three New York Stock Exchange, Inc. ("NYSE") trading days after the date
of execution of the Notice of Guaranteed Delivery, the certificates for all
tendered Old Notes, in proper form for transfer, or a book-entry, as the case
may be, a properly completed and duly executed Letter of Transmittal, with any
required signature guarantees, or in the case of a book-entry transfer, an
agent's message instead of the Letter of Transmittal, and any other documents
required by the Letter of Transmittal, will be received by the Exchange Agent
from such Eligible Guarantor Institution; and (3) the Exchange Agent receives
the certificates for all tendered Old Notes, in proper form for transfer, or a
book-entry transfer of the Old Notes into the Exchange Agent's account at The
Depository Trust Company, as the case may be, a properly completed and duly
executed Letter of Transmittal, with any required signature guarantees, or in
the case of a book-entry transfer, an agent's message instead of the letter of
transmittal, and any other documents required or Letter of Transmittal within
three NYSE trading days after the date of execution of this Notice of Guaranteed
Delivery.
Delivery to: U.S. BANK NATIONAL ASSOCIATION, Exchange Agent
By Overnight Courier, Hand, Regular or Certified Mail
U.S. Bank National Association
Attn: Specialized Finance Group
60 Livingston Avenue
EP-MN-WS2N
St. Paul, MN 55107
By Facsimile:
(Eligible Guarantor Institutions Only)
(651) 495-8158
To Confirm by Telephone
or for Information Call:
1-800-934-6802
DELIVERY OF A LETTER OF TRANSMITTAL OR AGENT'S MESSAGE TO AN ADDRESS
OTHER THAN THE ADDRESS LISTED ABOVE OR TRANSMISSION OF INSTRUCTIONS BY FACSIMILE
OTHER THAN AS SET FORTH ABOVE IS NOT VALID DELIVERY OF THE LETTER OF TRANSMITTAL
OR AGENT'S MESSAGE.
Ladies and Gentlemen:
Subject to the terms and conditions set forth in the Prospectus and the
accompanying Letter of Transmittal, the undersigned hereby tenders to HLI the
principal amount of Old Notes set forth below pursuant to the guaranteed
delivery procedure described in the Prospectus under the caption "The Exchange
Offer -- Guaranteed Delivery Procedures."
Principal Amount of Old Notes Tendered:* If Old Notes will be delivered by
book-entry transfer to The
$ Depository Trust Company, provide
--------------------------------------- account number.
Certificate Nos. (if available):
Account Number
----------------------
Total Principal Amount Represented by
Old Notes Certificate(s):
$
---------------------------------------
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) Date
or Authorized Signatory
Area Code and Telephone Number: ( )
---------------------------------------
Must be signed by the holder(s) of 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):
-----------------------------------------------------------------
-----------------------------------------------------------------
-----------------------------------------------------------------
- --------
* Must be in denominations of principal amount of $1,000 and any integral
multiple thereof.
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, an Eligible Guarantor Institution, hereby guarantees
that the certificates representing the principal amount of Old Notes tendered
hereby in proper form for transfer, or timely confirmation of the book-entry
transfer of such Old Notes into the Exchange Agent's account at The Depository
Trust Company pursuant to the procedures set forth in the Prospectus under the
caption "The Exchange Offer -- Guaranteed Delivery Procedures," together with
any required signature guarantee and any other documents required by the Letter
of Transmittal, will be received by the Exchange Agent at the address set forth
above, no later than three NYSE trading days after the Expiration Date.
- ---------------------------------------- ------------------------------------
Name of Firm Authorized Signature
- ---------------------------------------- ------------------------------------
Address Title
Name:
- ---------------------------------------- -------------------------------
Zip Code (Please Type or Print)
Area Code and Tel. No. Dated:
------------------ ------------------------------
NOTE: DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. CERTIFICATES FOR
OLD NOTES SHOULD BE SENT ONLY WITH A COPY OF YOUR PREVIOUSLY EXECUTED
LETTER OF TRANSMITTAL.