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EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR
10 1/8% SENIOR SUBORDINATED NOTES DUE 2007, SERIES B
OF
OXFORD AUTOMOTIVE, INC.
As set forth in the Prospectus dated , 1998 (the "Prospectus"), of
OXFORD AUTOMOTIVE, INC. (the "Company") and in the accompanying Letter of
Transmittal and instructions thereto (the "Letter of Transmittal"), this form or
one substantially equivalent hereto must be used to accept the Company's
Exchange Offer (the "Exchange Offer") to exchange all of its outstanding 10 1/8%
Senior Subordinated Notes Due 2007, Series B (the "Old Series B Notes") for its
10 1/8% Senior Subordinated Notes Due 2007, Series B, which have been registered
under the Securities Act of 1933, as amended, if certificates for the Old Series
B Notes are not immediately available or if the Old Series B Notes, the Letter
of Transmittal or any other documents required thereby cannot be delivered to
the Exchange Agent, or the procedure for book-entry transfer cannot be
completed, prior to 5:00 P.M., New York City time, on the Expiration Date (as
defined below). This form may be delivered by an Eligible Institution by hand or
transmitted by facsimile transmission, overnight courier or mail to the Exchange
Agent as set forth below prior to the Expiration Date. Capitalized terms used
but not defined herein have the meaning given to them in the Prospectus or the
Letter of Transmittal.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 1998,
UNLESS THE OFFER IS EXTENDED, (THE "EXPIRATION DATE"). TENDERS OF OLD SERIES B
NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M. NEW YORK CITY TIME ON THE
BUSINESS DAY PRIOR TO THE EXPIRATION DATE.
The Exchange Agent for the Exchange Offer is:
U.S BANK TRUST NATIONAL ASSOCIATION
By Hand (New York depository only): By Hand (all others):
U.S Bank Trust National Association U.S. Bank Trust National Association
100 Wall Street, 20th Floor Fourth Floor - Bond Drop Window
New York, NY 10005 180 East Fifth Street
Attention: Cathy Donohue St. Paul, MN 55101
By Registered, Certified or Overnight Mail: By First Class Mail:
U.S. Bank Trust National Association U.S. Bank Trust National Association
Attn: Specialized Finance P. O. Box 64485
180 East Fifth Street St. Paul, MN 55164-9549
St. Paul, MN 55101
By Facsimile:
(For Eligible Institutions Only)
(612) 244-1537
Telephone Number
(800) 934-6802 Bondholder Services
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR TRANSMISSION OF
INSTRUCTIONS VIA A FACSIMILE, 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 TO BE USED TO TENDER OLD SERIES B NOTES 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 LETTER
OF TRANSMITTAL.
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Ladies and Gentlemen:
The undersigned hereby tenders to OXFORD AUTOMOTIVE, INC., a Michigan
corporation (the "Company"), upon the terms and subject to the conditions set
forth in the Prospectus and the Letter of Transmittal (which together constitute
the "Exchange Offer"), receipt of which is hereby acknowledged, the principal
amount of Old Series B Notes set forth below pursuant to the guaranteed delivery
procedures set forth in Instruction 2 of the Letter of Transmittal.
The undersigned understands that tenders of Old Series B Notes will be
accepted only in principal amounts equal to $1,000 or integral multiples
thereof. The undersigned understands that tenders of Old Series B Notes pursuant
to the Exchange Offer may not be withdrawn after 5:00 p.m., New York City time,
on the business day prior to the Expiration Date.
All authority herein conferred or agreed to be conferred by this Notice
of Guaranteed Delivery shall survive the death, incapacity or dissolution 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.
NOTE: SIGNATURES MUST BE PROVIDED WHERE INDICATED BELOW.
Certificate No(s). for Old Series B Notes Principal Amount
(if available) or Account Number at Book-Entry Facility Represented By Old Series B Notes
_______________________________________________________ _________________________________
___________________________________ _____________________________________________
___________________________________ _____________________________________________
PLEASE SIGN AND COMPLETE
_______________________________________________________________________________________________________________
Signatures of Registered Holder(s) or Date: _____________________________________________
Authorized Signatory: Address: _____________________________________________
___________________________________ _____________________________________________
_____________________________________________
___________________________________ Area Code and
Name(s) of Registered Holder(s): Telephone No. ________________________________________
___________________________________
___________________________________
This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of Old Series B Notes exactly as its (their) name(s) appear on
certificates for Old Series B Notes or on a security position listing as the
owner of Old Series B 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) and address(es)
Name(s): _________________________________________________________________
_________________________________________________________________
Capacity: _________________________________________________________________
Address(es): _________________________________________________________________
_________________________________________________________________
_________________________________________________________________
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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 correspondent in the United
States or an "eligible guarantor institution" within the meaning of Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
hereby (a) represents that the above named person(s) "own(s)" the Old Series B
Notes tendered hereby within the meaning of Rule 14e-4 under the Exchange Act,
(b) represents that such tender of Old Series B Notes complies with Rule 14e-4
under the Exchange Act, and (c) guarantees that delivery to the Exchange Agent
of certificates for the Old Series B Notes tendered hereby, in proper form for
transfer (or confirmation of the book-entry transfer of such Old Series B Notes
into the Exchange Agent's Account at the Depository Trust Company, pursuant to
the procedures for book-entry transfer set forth in the Prospectus), with
delivery of a properly completed and duly executed Letter of Transmittal (or
manually signed facsimile thereof) with any required signatures and any other
required documents, will be received by the Exchange Agent at one of its
addresses set forth above within three New York Stock Exchange trading days
after the Expiration Date.
THE UNDERSIGNED ACKNOWLEDGES THAT IT MUST DELIVER THE LETTER OF
TRANSMITTAL AND OLD SEREIS B NOTES TENDERED HEREBY TO THE EXCHANGE AGENT WITHIN
THE TIME PERIOD SET FORTH AND THAT FAILURE TO DO SO COULD RESULT IN FINANCIAL
LOSS TO THE UNDERSIGNED.
Name of Firm: _________________________________________________________
Address: ______________________________________________________________
(Include Zip Code)
Area Code and Telephone Number: _______________________________________
Authorized Signature: _________________________________________________
Name: _________________________________________________________________
Title: _________________________________________________________________
(Please Type or Print)
Date: _______________, 1998
DO NOT SEND OLD SERIES B NOTES WITH THIS FORM; OLD SERIES B NOTES SHOULD BE SENT
WITH YOUR LETTER OF TRANSMITTAL SO THAT THEY ARE RECEIVED BY THE EXCHANGE AGENT
WITHIN THREE NEW YORK STOCK EXCHANGE TRADING DAYS AFTER THE EXPIRATION DATE.
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INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
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 its address set forth herein prior to the Expiration
Date. The method of delivery of this Notice of Guaranteed Delivery and any other
required documents to the Exchange Agent is at the election and sole risk of the
holder, and the delivery will be deemed made only when actually received by the
Exchange Agent. If delivery is by mail, registered mail with return receipt
requested, properly insured, is recommended. As an alternative to delivery by
mail the holders may wish to consider using an overnight or hand delivery
service. In all cases, sufficient time should be allowed to assure timely
delivery. For a description of the guaranteed delivery procedures, see
Instruction 2 of the Letter of Transmittal.
2. SIGNATURES ON THIS NOTICE OF GUARANTEED DELIVERY. If this Notice
of Guaranteed Delivery is signed by the registered holder(s) of the Old Series B
Notes, the signature must correspond with the name(s) written on the face of the
Old Series B Notes without alteration, enlargement, or any change whatsoever. If
this Notice of Guaranteed Delivery is signed by a participant of the Book-Entry
Transfer Facility whose name appears on a security position listing as the owner
of the Old Series B Notes, the signature must correspond with the name shown on
the security position listing as the owner of the Old Series B Notes.
If this Notice of Guaranteed Delivery is signed by a person other
than the registered holder(s) of any Old Series B Notes listed or a participant
of the Book-Entry Transfer Facility, this Notice of Guaranteed Delivery must be
accompanied by appropriate bond powers, signed as the name of the registered
holder(s) appears on the Old Series B Notes or signed as the name of the
participant shown on the Book-Entry Transfer Facility's security position
listing.
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 submit with the Letter of Transmittal
evidence satisfactory to the Company of such person's authority to so act.
3. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and
requests for assistance and requests for additional copies of the Prospectus may
be directed to the Exchange Agent at the address specified in the Prospectus.
Holders may also contact their broker, dealer, commercial bank, trust company,
or other nominee for assistance concerning the Exchange Offer.