EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY FOR
CINCINNATI MILACRON INC.
This form or one substantially equivalent hereto must be used to accept the
Exchange Offer of Cincinnati Milacron Inc. (the "Company") made pursuant to the
Prospectus, dated , 1994 (the "Prospectus"), if certificates for Old
Notes of the Company are not immediately available or if the procedure for
book-entry transfer cannot be completed on a timely basis or time will not
permit all required documents to reach the Company prior to 5:00 P.M., New York
City time, on the Expiration Date of the Exchange Offer. Such form may be
delivered or transmitted by facsimile transmission, mail or hand delivery to
BankAmerica National Trust Company (the "Exchange Agent") as set forth below.
In addition, in order to utilize the guaranteed delivery procedure to tender
Old Notes pursuant to the Exchange Offer, a completed, signed and dated Letter
of Transmittal (or facsimile thereof) must also be received by the Exchange
Agent prior to 5:00 P.M., New York City time, on the Expiration Date.
Capitalized terms not defined herein are defined in the Prospectus.
BANKAMERICA NATIONAL TRUST COMPANY, EXCHANGE AGENT
By Mail: Facsimile Transmission Number: By Hand/Overnight
BankAmerica National (212) 390-3116 Delivery:
Trust Company BankAmerica National
Corporate Trust (For Eligible Institutions Only) Trust Company
Operations Confirm by Telephone: Corporate Trust
P.O. Box 464 Bowling (212) 390-3042 Operations
Green Station One World Trade Center
New York, New York 18th Floor
10274-0464 New York, New York 10048
For Information Call:
(212) 390-3025
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL
NOT CONSTITUTE A VALID DELIVERY.
Ladies and Gentlemen:
Upon the terms and conditions set forth in the Prospectus and the
accompanying Letter of Transmittal, the undersigned hereby tenders to the
Company the principal amount at maturity of Old Notes set forth below, pursuant
to the guaranteed delivery procedure described in "The Exchange Offer --
Guaranteed Delivery Procedures" section of the Prospectus.
Principal Amount At Maturity of Old Notes Tendered:
If Old Notes will be delivered by
$ ____________________________________ book-entry transfer to The Depository
Trust Company, provide account
number.
Certificate Nos. (if available):
______________________________________
Total Principal Amount At Maturity Represented by Old Notes Certificate(s):
$ ____________________________________ Account Number _______________________
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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, PERSONAL REPRESENTATIVES, SUCCESSORS
AND ASSIGNS OF THE UNDERSIGNED.
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PLEASE SIGN HERE
X ___________________________ --------
X ___________________________ --------
Signature(s) of Owner(s) Date
or Authorized Signatory
Area Code and Telephone Number: _______________________
Must be signed by the holder(s) of Old Notes as their name(s) appear(s) on
certificates for Old 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.
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s): --------------------------------------------------------------------
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Capacity: --------------------------------------------------------------------
Address(es):
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GUARANTEE
The undersigned, a member of a registered national securities exchange, or a
member of the National Association of Securities Dealers, Inc., or a commercial
bank or trust company having an office or correspondent in the United States,
hereby guarantees that the certificates representing the principal amount at
maturity of Old Notes tendered hereby in proper form for transfer, or timely
confirmation of the book-entry transfer of such Old Notes into the Exchange
Agent's account at The Depository Trust Company pursuant to the procedures set
forth in "The Exchange Offer -- Guaranteed Delivery Procedures" section of the
Prospectus, together with a properly completed and duly executed Letter of
Transmittal (or a manually signed facsimile thereof) with any required
signature guarantee and any other documents required by the Letter of
Transmittal, will be received by the Exchange Agent at the address set forth
above, no later than five New York Stock Exchange trading days after the date
of execution hereof.
_____________________________________ _____________________________________
Name of Firm Authorized Signature
_____________________________________ _____________________________________
Address Title
_____________________________________ Name: _______________________________
Zip Code (Please Type or Print)
Area Code and Tel. No. ______________ Dated: ______________________________
NOTE: DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. CERTIFICATES FOR
OLD NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL.