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EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF
11% SENIOR NOTES DUE 2007
(CUSIP NOS. 92326YAE9 AND U92202AA5)
IN EXCHANGE FOR
11% SENIOR NOTES DUE 2007
(CUSIP NO. 92326YAF6)
VENTURE HOLDINGS COMPANY LLC
This form or one substantially equivalent hereto must be used by a
holder, to accept the Exchange Offer of Venture Holdings Company LLC, a Michigan
limited liability company, as successor to Venture Holdings Trust (the
"Issuer"), who wishes to tender 11% Senior Notes due 2007 (the "Outstanding
Senior Notes") to the Exchange Agent pursuant to the guaranteed delivery
procedures described in "The Exchange Offer -- Guaranteed Delivery" of the
Issuer's Prospectus dated ________, 1999 (the "Prospectus") and in Instruction 2
to the related Letter of Transmittal. Any holder who wishes to tender
Outstanding Senior Notes pursuant to such guaranteed delivery procedures must
ensure that the Exchange Agent receives this Notice of Guaranteed Delivery prior
to the Expiration Date (as defined below) of the Exchange Offer. Capitalized
terms used but not defined herein have the meanings ascribed 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 __________,
1999, UNLESS EXTENDED (THE "EXPIRATION DATE"). OUTSTANDING SENIOR NOTES TENDERED
IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
The Exchange Agent for the Exchange Offer is:
THE HUNTINGTON NATIONAL BANK
By Mail, Overnight Courier
or Hand Delivery: By Fascimile: New York Drop Agent
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The Huntington National Bank The Hunington National Bank The Bank of New York
41 South High Street-HC1112 Attention: Corporate Trust Department 101 Barclay Street
Columbus, Ohio 43215 (614) 480-5223 New York, New York 10286
Attention: Corporate Trust Department (For Eligible Institutions Only)
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN
THE ONE 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" UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE
MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE BOX ON THE LETTER OF
TRANSMITTAL FOR GUARANTEE OF SIGNATURES.
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Ladies and Gentlemen:
The undersigned hereby tenders to the Issuer, 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
Outstanding Senior Notes set forth below pursuant to the guaranteed delivery
procedures set forth in the Prospectus and in Instruction 2 of the Letter of
Transmittal.
The undersigned hereby tenders the Outstanding Senior Notes listed below:
AGGREGATE
CERTIFICATE NUMBERS(S) (IF KNOWN) OF OUTSTANDING PRINCIPAL AMOUNT AGGREGATE
SENIOR NOTES OR ACCOUNT NUMBER AT THE REPRESENTED PRINCIPAL
BOOK-ENTRY FACILITY BY NOTE AMOUNT TENDERED
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PLEASE SIGN AND COMPLETE
Signatures of Registered Holder(s) or Date:
Authorized Signatory: ----------------------------------------------------------------
--------------------------------------- Address:
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- ------------------------------------------------------------ Area Code and Telephone No.
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Name(s) of Registered Holder(s):
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This Notice of Guaranteed Delivery must be signed by the Holder(s) exactly
as their name(s) appear on certificates for Outstanding Senior Notes or on a
security position listing as the owner of Outstanding Senior Notes, or by
person(s) authorized to become 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):
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Capacity:
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Address(es):
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GUARANTEE
(Not To Be Used for Signature Guarantee)
The undersigned, a firm which is a member of a registered national
Securities Exchange or of the National Association of Securities Dealers, Inc.,
or is a commercial bank or trust company having an office or correspondence in
the United States, or is otherwise an "eligible guarantor institution" within
the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934,
guarantees deposit with the Exchange Agent of the Letter of Transmittal (or
facsimile thereof), together with the Outstanding Senior Notes tendered hereby
in proper form for transfer (or confirmation of the book-entry transfer of such
Outstanding Senior Notes into the Exchange Agent's account at the Book-Entry
Transfer Facility described in the Prospectus under the caption "The Exchange
Offer -- Guaranteed Delivery" and in the Letter of Transmittal and any other
required documents, all by 5:00 p.m., New York City time, within three (3) New
York Stock Exchange trading days following the date hereof.
Name of Firm:
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Address:
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(Include Zip Code)
Area Code and Telephone Number:
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Authorized Signature:
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Name:
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Title:
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(Please Type or Print)
Date: , 1999
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DO NOT SEND OUTSTANDING SENIOR NOTES WITH THIS FORM. ACTUAL SURRENDER OF
OUTSTANDING SENIOR NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY A
PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER
REQUIRED DOCUMENTS.
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 Outstanding
Senior Notes referred to herein, the signature must correspond with the name(s)
written on the face of the Outstanding Senior 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
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a security position listing as the owner of the Outstanding Senior Notes, the
signature must correspond with the name shown on the security position listing
as the owner of the Outstanding Senior Notes.
If this Notice of Guaranteed Delivery is signed by a person other than the
registered holder(s) of any Outstanding Senior 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 Outstanding Senior 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 Issuer 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.