EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR
TITAN INTERNATIONAL, INC.
This Notice of Guaranteed Delivery or a form substantially equivalent
hereto must be used to accept Titan International, Inc.'s (the "Company") offer
(the "Exchange Offer") to exchange registered 8% Senior Unsecured Notes due 2012
(the "New Notes") for its outstanding 8% Senior Unsecured Notes due 2012 (the
"Old Notes"), if (a) certificates representing the Old Notes are not immediately
available, (b) the procedures for book-entry transfer cannot be completed prior
to the Expiration Date (as defined below), or (c) time will not permit the Old
Notes and all other required documents to reach the Exchange Agent prior to the
Expiration Date. This form may be delivered by a firm which is a member of a
registered national securities exchange or of the National Association of
Securities Dealers, Inc., by a commercial bank or trust company having an office
or correspondent in the United States or by any other "Eligible Guarantor
Institution" as such term is defined in Rule 17Ad-15 under the Securities
Exchange Act of 1934 (each such institution being referred to as an "Eligible
Institution") by mail or hand delivery or transmitted, via facsimile, telegram
or telex to the Exchange Agent as set forth below.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
___________, 2007, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF OLD NOTES
MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE
EXPIRATION DATE.
TO:
U.S. BANK NATIONAL ASSOCIATION, EXCHANGE AGENT
By Mail, By Hand or Overnight Delivery: By Facsimile for Eligible
U.S. Bank National Association Institutions:
[Address] (___) ________
Attn: ______________ For Information, Call:
(___) ________
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR
TRANSMISSION VIA FACSIMILE TRANSMISSION OR TELEX, OTHER THAN AS SET FORTH ABOVE
WILL NOT CONSTITUTE A VALID DELIVERY.
This form 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
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.
The undersigned hereby submit(s) to the Company, upon the terms and subject
to the conditions set forth in the Company's Prospectus dated ______________,
2007 and the Letter of Transmittal, receipt of which is hereby acknowledged, the
principal amount of Old Notes set forth below, pursuant to the guaranteed
delivery procedures set forth in the Prospectus under the heading "The Exchange
Offer -- Procedure for Tendering Outstanding Notes" and "-- Guaranteed Delivery
Procedures."
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.
PLEASE SIGN AND COMPLETE
Signature(s) of Registered Holder(s) Address(es): ___________________________
or Authorized Signatory:
_____________________________________ ________________________________________
_____________________________________ ________________________________________
Name(s) of Registered Holder(s): Area Code and Telephone No.:
_____________________________________ ________________________________________
_____________________________________ If Old Notes will be delivered by
book-entry transfer, check box below:
_____________________________________
[ ] The Depository Trust Company
Principal Amount of Old Notes
Submitted: Account No.: ___________________________
_____________________________________
Certificate No(s). of Old Notes (if
available):
_____________________________________
_____________________________________
Date: _______________, 2007
This Notice of Guaranteed Delivery must be signed by the registered holder(s) of
Old Notes exactly as their name(s) appear(s) on the certificates representing
such Old Notes or on a security position listing as the owner(s) of the Old
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, guardian, attorney-in-fact, officer of a corporation, executor,
administrator, agent or other representative, such person must provide the
following information.
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s): _______________________________________________________________________
________________________________________________________________________________
Capacity: ______________________________________________________________________
________________________________________________________________________________
Address(es): ___________________________________________________________________
Do not send Old Notes with this form. Old Notes should be sent to the Exchange
Agent, together with a properly completed and validly executed Letter of
Transmittal.
GUARANTEE
(Not to be Used for Signature Guarantee)
The undersigned, a member firm of a registered national securities exchange
or of the National Association of Securities Dealers, Inc. or a commercial bank
or trust company having an office or a correspondent in the United States or
another "Eligible Guarantor Institution" as defined in Rule 17Ad-15 under the
Securities Exchange Act of 1934, as amended, hereby guarantees that, within
three New York Stock Exchange trading days from the date of this Notice of
Guaranteed Delivery, a properly completed and validly executed Letter of
Transmittal (or a facsimile thereof), together with Old Notes submitted hereby
in proper form for transfer (or confirmation of the book-entry transfer of such
Old Notes into the Exchange Agent's account at a Book-Entry Transfer Facility,
pursuant to the procedure for book-entry transfer set forth in the Prospectus
under the heading "The Exchange Offer -- Procedure for Tendering Outstanding
Notes" and "-- Book-Entry Transfer"), and all other required documents will be
deposited by the undersigned with the Exchange Agent at one of its addresses set
forth above.
Name of Firm: Authorized Signature:
----------------------- ------------------
Address: Name:
---------------------------- ----------------------------------
Title:
- ------------------------------------- ---------------------------------
Area Code and Telephone No.:
_____________________________________
Date: ______________, 2007
DO NOT SEND OLD NOTES WITH THIS FORM. ACTUAL SURRENDER OF OLD NOTES MUST BE
MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND VALIDLY
EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.