EXHIBIT 99(b)
NOTICE OF GUARANTEED DELIVERY
FOR
HANGER ORTHOPEDIC GROUP, INC.
This form or one substantially equivalent hereto must be used to accept the
Exchange Offer of Hanger Orthopedic Group, Inc., (the "Company") made pursuant
to the Prospectus, dated , 2002 (the "Prospectus"), if
certificates or the outstanding 10 3/8% Senior Notes due 2009 of the Company
(the "Old Notes") 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 Wilmington Trust Company, as exchange
agent (the "Exchange Agent") 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 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.
DELIVERY TO: WILMINGTON TRUST COMPANY, EXCHANGE AGENT
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By Overnight Delivery or
Registered or Certified Mail: By Hand in New York:
Wilmington Trust Company
Wilmington Trust Company c/o Computershare Trust Company of New York
Rodney Square North Wall Street Plaza
1100 North Market Street 88 Pine Street, 19(th) Floor
Wilmington, DE 19890-1615 New York, NY 10005
Attn: Corporate Trust Attn: Wilmington Trust/Hanger
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By Hand in Delaware:
Wilmington Trust Company
301 West 11th Street
Wilmington, DE 19801-1615
Attn: Corporate Trust, 1(st) Floor
Facsimile Transmission Number
(for Eligible Institutions Only):
(302) 636-4145
Confirm Receipt of Facsimile by Telephone:
(302) 636-6472
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 set forth in the Prospectus and the accompanying Letter of
Transmittal, the undersigned hereby tenders to the Company the principal amount
of Old Notes set forth below pursuant to the guaranteed delivery procedure
described in "The Exchange Offer--Guaranteed Delivery Procedures" section of the
Prospectus.
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Principal Amount 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 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.
PLEASE SIGN HERE
X
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X
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Signature(s) of Owner(s) Date
of Authorized Signatory
Area Code and Telephone Number:
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Must be signed by the holder(s) of Old Notes as their name(s) appear 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
(Not to be Used for Signature Guarantee)
The undersigned, a financial institution (including most banks, savings and
loan associations and brokerage houses) that is a participant in the securities
Transfer Agents Medallion on Program, the New York Stock Exchange Medallion
Signature Program or the Stock Exchanges Medallion Program hereby guarantees
that the certificates representing the principal amount 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
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 three New York Stock Exchange trading days after the
Expiration Date.
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*Must be in denominations of principal amount of $1,000 and any integral
multiple thereof.
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<Caption>
- ----------------------------------------------------- -----------------------------------------------------
Name of Firm Authorized Signature
- ----------------------------------------------------- -----------------------------------------------------
Address
- ----------------------------------------------------- Name ----------------------------------------------
Zip Code (Please Type or Print)
Area Code and Tel. No ----------------------------- Dated:
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NOTE: DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. CERTIFICATES
FOR OLD NOTES SHOULD BE SENT ONLY WITH A COPY OF YOUR PREVIOUSLY
EXECUTED LETTER OF TRANSMITTAL.