EXHIBIT 99.2
CLARK USA, INC.
Notice of Guaranteed Delivery
of
11-1/2% Senior Cumulative Exchangeable Preferred Stock
As set forth in the Prospectus, dated ____ __, 1998 (as the same may
be amended from time to time, the "Prospectus") of Clark USA, Inc. (the
"Company") under the caption "The Exchange Offer--Guaranteed Delivery
Procedures," this form or one substantially equivalent hereto must be used to
accept the Company's offer (the "Exchange Offer") to exchange one share of its
11-1/2% New Senior Cumulative Exchangeable Preferred Stock, liquidation
preference $1,000 per share (the "New Exchangeable Preferred Stock"), which has
been registered under the Securities Act of 1933, as amended (the "Securities
Act"), for each share of its outstanding 11-1/2% Senior Cumulative Exchangeable
Preferred Stock liquidation preference $1,000 per share (the "Old Exchangeable
Preferred Stock"), if (i) certificates representing the Old Exchangeable
Preferred Stock to be exchanged are not lost but are not immediately available
or (ii) time will not permit all required documents to reach the Exchange Agent
prior to the Expiration Date. This form may be delivered by an Eligible
Institution by mail or hand delivery or transmitted, via facsimile, to the
Exchange Agent at its address set forth below not later than 5:00 p.m., New York
City Time, on ___ __, 1998. All capitalized terms used herein but not defined
herein shall have the meanings ascribed to them in the Prospectus.
The Exchange Agent is:
BANKERS TRUST COMPANY
By Registered or Certified Mail: By Overnight Courier:
BT Services Tennessee, Inc. BT Services Tennessee, Inc
Reorganization Unit Corporate Trust & Agency Group
P.O. Box 292737 Reorganization Unit
Nashville, Tennessee 37229-2737 648 Grassmerre Park Road
Nashville, Tennessee 37211
By Hand: By Facsimile:
Attn: Reorganization Department (615) 835-3701
Bankers Trust Company
Corporate Trust & Agency Group
Receipt & Delivery Window
123 Washington Street, 1st Floor
New York, New York 10006
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION VIA FACSIMILE, OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
Ladies and Gentlemen:
The undersigned hereby tender(s) for exchange to the Company, upon the
terms and subject to the conditions set forth in the Prospectus and Letter of
Transmittal, receipt of which is hereby acknowledged, the principal amount of
Old Exchangeable Preferred Stock set forth below pursuant to the guaranteed
delivery procedures set forth in the Prospectus under the caption "The Exchange
Offer--Guaranteed Delivery Procedures."
The undersigned understands and acknowledges that the Exchange Offer will
expire at 5:00 p.m., New York City time, on ____ __, 1998, unless extended by
the Company. With respect to the Exchange Offer, "Expiration Date" means such
time and date, or if the Exchange Offer is extended, the latest time and date to
which the Exchange Offer is so extended by the Company.
All authority herein conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall survive the death or incapacity 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.
SIGNATURES
Signature of Owner
Signature of Owner (if more than one)
Dated: , 1998
Name(s):
(Please Print)
Address:
(Include Zip Code)
Area Code and
Telephone No.:
Capacity (full title), if signing in a repre-
sentative capacity:
Taxpayer Identification or
Social Security No.:
Principal Amount of Old Exchangeable
Preferred Stock Exchanged: $
-----------------------
Certificate Nos. of Old Exchangeable
Preferred Stock (if available)
- -----------------------------------------------
- -----------------------------------------------
Total $
---------------------------------------
IF OLD EXCHANGEABLE PREFERRED STOCK
WILL BE DELIVERED BY BOOK-ENTRY
TRANSFER, PROVIDE THE DEPOSITORY
TRUST COMPANY ("DTC") ACCOUNT NO.:
Account No.:
GUARANTEE OF DELIVERY
(Not to be used for signature guarantee)
The undersigned, a member firm of a registered national security exchange or
of the National Association of Securities Dealers, Inc. or a commercial bank or
trust company having an office or a correspondent in the United States, hereby
guarantees that (a) that the above named person(s) "own(s)" the Old Exchangeable
Preferred Stock tendered hereby within the meaning of Rule 10b-4 under the
Securities Exchange Act of 1934, (b) that such tender of Old Exchangeable
Preferred Stock complies with Rule 10b-4 and (c) within five New York Stock
Exchange trading days from the date of this Notice of Guaranteed Delivery,
certificates representing the Old Exchangeable Preferred Stock tendered hereby,
in proper form for transfer, or, in the case of a book-entry transfer,
confirmation of a book-entry transfer into the Exchange Agent's account at DTC,
together, in each case, with a properly completed and duly executed Letter of
Transmittal (or a facsimile thereof), will be delivered by the undersigned to
the Exchange Agent.
Authorized Signature
Name of Firm:
Address:
Name:
Title:
2
Area Code and Telephone No.: Date:
NOTE: DO NOT SEND OLD EXCHANGEABLE PREFERRED STOCK WITH THIS FORM. ACTUAL
SURRENDER OF OLD EXCHANGEABLE PREFERRED STOCK MUST BE MADE PURSUANT TO, AND BE
ACCOMPANIED BY, THE LETTER OF TRANSMITTAL.
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