EXHIBIT 99.3
WESTLAKE CHEMICAL CORPORATION
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF ALL OUTSTANDING
8 3/4% SENIOR NOTES DUE 2011
IN EXCHANGE FOR REGISTERED
8 3/4% SENIOR NOTES DUE 2011
FULLY AND UNCONDITIONALLY GUARANTEED BY ALL DOMESTIC RESTRICTED SUBSIDIARIES
OF WESTLAKE CHEMICAL CORPORATION
This form, or one substantially equivalent hereto, must be used by a
holder to accept the Exchange Offer of Westlake Chemical Corporation (the
"Issuer") and its domestic restricted subsidiaries (the "Guarantors") and to
tender outstanding unregistered 8 3/4% Senior Notes due 2011 fully and
unconditionally guaranteed by the Guarantors (the "Old Notes"), to JPMorgan
Chase Bank, as exchange agent (the "Exchange Agent"), pursuant to the guaranteed
delivery procedures described in "The Exchange Offer -- Guaranteed Delivery
Procedures" of the Issuer's prospectus dated [__________], 2003 (the
"Prospectus") and in Instruction 2 to the related letter of transmittal. Any
holder who wishes to tender Old Notes pursuant to such guaranteed delivery
procedures must ensure that the Exchange Agent receives this notice of
guaranteed delivery, properly completed and duly executed, prior to the
Expiration Date (as defined below) of the Exchange Offer. Capitalized terms used
but not defined in this letter have the meanings given to them in the letter of
transmittal.
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JANUARY 7,
2004, UNLESS EXTENDED (THE "EXPIRATION DATE"). OLD NOTES TENDERED IN THE
EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY
TIME, ON THE EXPIRATION DATE.
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The Exchange Agent for the Exchange Offer is:
JPMorgan Chase Bank
(800) 275-2048
BY OVERNIGHT DELIVERY, COURIER OR MAIL (IF BY MAIL,
REGISTERED OR CERTIFIED MAIL RECOMMENDED):
JPMorgan Chase Bank
4 New York Plaza
Ground Floor Window
New York, New York 10004
BY FACSIMILE TRANSMISSION (ELIGIBLE INSTITUTIONS ONLY):
(214) 468-6494
Attention: Frank Ivins
Confirm by Telephone:
(214) 468-6464
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE
OR TRANSMISSION VIA FACSIMILE TO A NUMBER OTHER THAN THE ONE LISTED ABOVE WILL
NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS NOTICE OF
GUARANTEED DELIVERY SHOULD BE READ CAREFULLY BEFORE THE NOTICE OF GUARANTEED
DELIVERY IS COMPLETED.
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, that
signature guarantee must appear in the applicable space in the box provided on
the letter of transmittal for guarantee of signatures.
Ladies and Gentlemen:
The undersigned hereby tenders to the Issuer and the Guarantors, in
accordance with their offer, 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 Old Notes set forth below
pursuant to the guaranteed delivery procedures set forth in the Prospectus under
the caption "The Exchange Offer -- Guaranteed Delivery Procedures" and in
Instruction 2 of the letter of transmittal.
The undersigned hereby tenders the Old Notes listed below:
CERTIFICATE NUMBER(s)
(IF KNOWN) OF OLD NOTES AGGREGATE PRINCIPAL AGGREGATE PRINCIPAL
OR ACCOUNT NUMBER AT DTC AMOUNT REPRESENTED AMOUNT TENDERED
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PLEASE SIGN AND COMPLETE
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Names of Registered Holder(s) Signature(s) of Registered Holder(s)
or Authorized Signatory
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Address Dated:
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Area Code and Telephone Number(s)
This notice of guaranteed delivery must be signed by the registered
holder(s) of Old Notes exactly as the name(s) of such person(s) appear(s) on
certificates for Old Notes or on a security position listing as the owner of Old
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 of a
corporation 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 that is a member of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
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, hereby guarantees
deposit with the Exchange Agent of the letter of transmittal (or facsimile
thereof or agent's message in lieu thereof), together with the Old Notes
tendered hereby in proper form for transfer (or confirmation of the book-entry
transfer of such Old Notes into the Exchange Agent's account at the DTC
described in the Prospectus under the caption "The Exchange Offer -- Procedures
for Tendering -- Book-Entry Transfer" and in the letter of transmittal) and any
other required documents, all by 5:00 p.m., New York City time, within three New
York Stock Exchange trading days following the Expiration Date.
Name of Firm:
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(Authorized Signature)
Address:
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(Include ZIP Code) Name:
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Area Code and Telephone Number: Title:
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(Please Type or Print)
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Date:
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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 DULY
EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.
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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 (or facsimile
hereof or an agent's message and notice of guaranteed delivery in lieu hereof)
and any other documents required by this notice of guaranteed delivery with
respect to the Old Notes must be received by the Exchange Agent at its address
set forth herein prior to the Expiration Date. Delivery of such notice of
guaranteed delivery may be made by facsimile transmission, mail, courier or
overnight delivery. 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, holders may wish to consider using an overnight or courier
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 (or facsimile hereof) is signed by the registered holder(s)
of the Old Notes referred to herein, the signature(s) must correspond exactly
with the name(s) written on the face of the Old Notes without alteration,
enlargement or any change whatsoever. If this notice of guaranteed delivery (or
facsimile hereof) is signed by a participant in the DTC whose name appears on a
security position listing as the owner of the Old Notes, the signature must
correspond with the name as it appears on the security position listing as the
owner of the Old Notes.
If this notice of guaranteed delivery (or facsimile hereof) is signed
by a person other than the registered holder(s) of any Old Notes listed or a
participant of the DTC, this notice of guaranteed delivery must be accompanied
by appropriate bond powers, signed as the name(s) of the registered holder(s)
appear(s) on the Old Notes or signed as the name(s) of the participant appears
on the DTC's security position listing.
If this notice of guaranteed delivery (or facsimile hereof) 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 herewith evidence
satisfactory to the Exchange Agent 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 and this
notice of guaranteed delivery may be directed to the Exchange Agent at the
address or telephone number set forth on the cover page hereof. Holders may also
contact their broker, dealer, commercial bank, trust company or other nominee
for assistance concerning the Exchange Offer.
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