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EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
WITH RESPECT TO
9 3/8% SENIOR SUBORDINATED
NOTES DUE 2008
OF
GENERAL BINDING CORPORATION
As set forth in the Exchange Offer (as defined below), this Notice of
Guaranteed Delivery (or a facsimile hereof) or one substantially equivalent
hereto or the electronic form used by The Depository Trust Company ("DTC") for
this purpose must be used to accept the Exchange Offer if certificates for 9
3/8% Senior Subordinated Notes due 2008 (the "Notes") of General Binding
Corporation, a Delaware corporation (the "Company"), are not immediately
available to the registered holder of such Notes, or if a participant in DTC is
unable to complete the procedures for book-entry transfer on a timely basis of
Notes to the account maintained by First Union National Bank (the "Exchange
Agent") at DTC, or if time will not permit all documents required by the
Exchange Offer to reach the Exchange Agent prior to 5:00 p.m., New York City
time, on __________, 1998, unless extended (the "Expiration Date"). This
Notice of Guaranteed Delivery (or a facsimile hereof) or one substantially
equivalent hereto or the electronic form used by DTC may be delivered by mail
(registered or certified mail is recommended), by facsimile transmission, by
hand or overnight carrier to the Exchange Agent. See "Exchange Offer -
Procedures for Tendering." Capitalized terms used herein and not defined
herein have the meanings assigned to them in the Exchange Offer.
The Exchange Agent is:
FIRST UNION NATIONAL BANK
By Mail: By Overnight Courier: By Hand:
First Union National Bank First Union National Bank First Union National Bank
Corporate Trust Reorganization Dept. Corporate Trust Reorganization 40 Broad Street
1525 West W.T. Harris Blvd., 3C3 Dept. 5th Floor, Suite 550
Charlotte, North Carolina 28262 1525 West W.T. Harris Blvd., 3C3 New York, New York 10004
Attn: Mike Klotz Charlotte, North Carolina 28262
Attn: Mike Klotz
By Facsimile Transmission:
(For Eligible Institutions Only):
(704) 590-7628
Confirm by Telephone
(704) 590-7408
DELIVERY OF THIS NOTICE AS GUARANTEED DELIVERY TO AN ADDRESS OTHER
THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY
VIA A FACSIMILE NUMBER OTHER THAN THE NUMBER LISTED ABOVE WILL NOT CONSTITUTE A
VALID DELIVERY.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an Eligible Institution (as defined therein) under the
instructions thereto, such signature guarantee must appear in the applicable
space provided in the signature box on the Letter of Transmittal.
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Ladies and Gentlemen:
The undersigned hereby tenders to the Company the aggregate principal
amount of Notes indicated below pursuant to the guaranteed delivery procedures
and upon the terms and subject to the conditions set forth in the accompanying
Prospectus dated __________, 1998 (as the same may be amended or supplemented
from time to time, the "Prospectus") and in the related Letter of Transmittal
(which together with the Prospectus constitute the "Exchange Offer"), receipt
of which is hereby acknowledged.
The undersigned hereby represents, warrants and agrees that the
undersigned has full power and authority to tender, exchange, sell, assign, and
transfer the Tendered Notes and that the Company will acquire good, marketable
and unencumbered title thereto, free and clear of all liens, restrictions,
charges and encumbrances when the Tendered Notes are acquired by the Company as
contemplated herein, and the Tendered Notes are not subject to any adverse
claims or proxies. The undersigned warrants and agrees that the undersigned
and each Beneficial Owner will, upon request, execute and deliver any
additional documents deemed by the Company or the Exchange Agent to be
necessary or desirable to complete the tender, exchange, sale, assignment and
transfer of the Tendered Notes, and that the undersigned will comply with its
obligations under the Registration Rights Agreement. The undersigned has read
and agrees to all of the terms of the Exchange Offer.
BY TENDERING NOTES AND EXECUTING THIS NOTICE OF GUARANTEED DELIVERY,
THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT (i) NEITHER THE UNDERSIGNED
NOR ANY BENEFICIAL OWNER(S) IS AN "AFFILIATE" OF THE COMPANY, (ii) ANY EXCHANGE
NOTES TO BE RECEIVED BY THE UNDERSIGNED AND ANY BENEFICIAL OWNER(S) ARE BEING
ACQUIRED BY THE UNDERSIGNED AND ANY BENEFICIAL OWNER(S) IN THE ORDINARY COURSE
OF BUSINESS OF THE UNDERSIGNED AND ANY BENEFICIAL OWNER(S), (iii) THE
UNDERSIGNED AND EACH BENEFICIAL OWNER HAVE NO ARRANGEMENT OR UNDERSTANDING WITH
ANY PERSON TO PARTICIPATE IN A DISTRIBUTION (WITHIN THE MEANING OF THE
SECURITIES ACT) OF EXCHANGE NOTES TO BE RECEIVED IN THE EXCHANGE OFFER, AND
(iv) THE UNDERSIGNED OR ANY SUCH BENEFICIAL OWNER IS NOT ENGAGED IN, AND DOES
NOT INTEND TO ENGAGE IN, A DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES
ACT) OF SUCH EXCHANGE NOTES.
A broker-dealer who holds Notes for its own account as a result of
market-making activities or other trading activities and who receives Exchange
Notes in exchange for such Notes pursuant to the Exchange Offer may be deemed
to be an "underwriter" within the meaning of the Securities Act and will be
required to deliver a prospectus meeting the requirements of the Securities
Act in connection with any resale of such Exchange Notes. If the undersigned
or any beneficial owner(s) is a broker-dealer which acquired any of the
Tendered Notes for its own account as the result of market-making activities or
other trading activities, such broker-dealer acknowledges that it will deliver
a prospectus meeting the requirements of the Securities Act in connection with
any resale of Exchange Notes received in exchange for any of such Tendered
Notes that were acquired for its own account as the result of market-making
activities or other trading activities (provided that, by so acknowledging and
by delivering a prospectus, such broker-dealer will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act).
ALL QUESTIONS AS TO THE FORM OF DOCUMENTS, VALIDITY, ELIGIBILITY
(INCLUDING TIME OF RECEIPT) AND ACCEPTANCE FOR EXCHANGE OF TENDERED NOTES WILL
BE DETERMINED BY THE COMPANY, IN ITS SOLE DISCRETION, WHOSE DETERMINATION SHALL
BE FINAL AND BINDING ON ALL PARTIES. THE COMPANY RESERVES THE ABSOLUTE RIGHT,
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IN ITS SOLE AND ABSOLUTE DISCRETION, TO REJECT ANY AND ALL TENDERS DETERMINED
BY THE COMPANY NOT TO BE IN PROPER FORM OR THE ACCEPTANCE OF WHICH, OR EXCHANGE
FOR WHICH, MAY, IN THE VIEW OF THE COMPANY OR OF COUNSEL TO THE COMPANY, BE
UNLAWFUL.
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, EXECUTORS,
ADMINISTRATORS, PERSONAL REPRESENTATIVES, TRUSTEES IN BANKRUPTCY, LEGAL
REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF THE UNDERSIGNED.
Name(s) of Registered Holder(s):________________________________________________
________________________________________________________________________________
Please Print
Address(es):____________________________________________________________________
________________________________________________________________________________
Area Code and Tel. No(s):
_____________________________________________________
X______________________________________________________________________
X______________________________________________________________________
Signature(s) of Owner(s) or Authorized Signatory
Must be signed by the registered holder(s) of the Tendered Notes as
their name(s) appear(s) on certificates for such Tendered 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.
Aggregate Principal
Certificate No(s) Amount Represented Aggregate Principal
(if available) by Certificate Amount Tendered
-------------- -------------- ---------------
_______________________________ ____________________________ _______________________________
_______________________________ ____________________________ _______________________________
_______________________________ ____________________________ _______________________________
_______________________________ ____________________________ _______________________________
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If Notes will be delivered by book-entry transfer to The Depository Trust
Company, provide the following information:
Signature:______________________________________________________________________
Account Number:_________________________________________________________________
Date: __________________________________________________________________________
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED
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GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a firm or other entity identified in Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended, as an "eligible
guarantor institution," including (as such terms are defined therein): (i) a
bank; (ii) a broker, dealer, municipal securities broker, municipal securities
dealer, government securities broker, government securities dealer; (iii) a
credit union; (iv) a national securities exchange, registered securities
association or clearing agency; or (v) a savings association that is a
participant in a Securities Transfer Association recognized program (each of
the foregoing being referred to as an "Eligible Institution"), hereby
guarantees delivery to the Exchange Agent, at one of its addresses set forth
above, of either certificates for the Notes tendered hereby, in proper form for
transfer, or confirmation of the book-entry transfer of such Notes to the
Exchange Agent's account at The Depository Trust Company ("DTC"), pursuant to
the procedures for book-entry transfer set forth in the Prospectus, in either
case together with one or more properly completed and duly executed Letter(s)
of Transmittal (or facsimile thereof or an Agent's Message in lieu thereof) and
any other documents required by the Letter of Transmittal, all within three (3)
business days after the date of execution of this Notice of Guaranteed
Delivery.
The undersigned acknowledges that it must communicate the guarantee to
the Exchange Agent and must deliver the Letter of Transmittal and certificates
for the Notes tendered hereby to the Exchange Agent within the time period
shown hereon and that failure to do so could result in a financial loss to the
undersigned.
____________________________________ ____________________________________
Firm Authorized Signature
____________________________________ Name _______________________________
Address (Please Type or Print)
____________________________________ Title ______________________________
Zip Code
Dated ________________________, 1998
Area Code and Tel. No.: ________________________________________________________
DO NOT SEND CERTIFICATES FOR NOTES WITH THIS NOTICE OF GUARANTEED
DELIVERY. ACTUAL SURRENDER OF NOTES MUST BE MADE PURSUANT TO, AND BE
ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL
AND ANY OTHER REQUIRED DOCUMENTS.
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