EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
TRINITY INDUSTRIES, INC.
OFFER TO EXCHANGE 6-1/2% SENIOR NOTES DUE 2014
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR ALL OUTSTANDING 6-1/2% SENIOR NOTES DUE 2014
($300,000,000 AGGREGATE PRINCIPAL AMOUNT OUTSTANDING)
This Notice of Guaranteed Delivery, or one substantially similar to this
form, must be used by a holder of 6-1/2% Senior Notes due 2014 (the "Original
Notes") of Trinity Industries, Inc., a Delaware corporation (the "Company"), who
wishes to tender Original Notes to the Exchange Agent in exchange for 6-1/2%
Senior Notes due 2014 (the "Exchange Notes"), which have been registered under
the Securities Act of 1933, as amended, pursuant to the guaranteed delivery
procedures described in the "The exchange offer -- Guaranteed delivery
procedures" section of the Prospectus, dated ____________, 2004 (the
"Prospectus"), and in Instruction 2 to the related Letter of Transmittal. Any
holder who wishes to tender Original Notes pursuant to such guaranteed delivery
procedures must ensure that the Exchange Agent receives this Notice of
Guaranteed Delivery prior to the Expiration Date of the Exchange Offer.
Capitalized terms not defined herein have the meanings ascribed to them in the
Prospectus or the Letter of Transmittal.
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN
STANDARD TIME, ON _________, 2004 (THE "EXPIRATION DATE"), UNLESS THE EXCHANGE
OFFER IS EXTENDED, IN WHICH CASE THE TERM "EXPIRATION DATE" SHALL MEAN THE
LATEST TIME AND DATE TO WHICH THE EXCHANGE OFFER IS EXTENDED. TENDERS MAY BE
WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
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To: Wells Fargo Bank, National Association
(the "Exchange Agent")
By Registered or Certified Mail: By Hand Delivery: By Overnight Courier:
Wells Fargo Bank, N.A. Wells Fargo Bank, N.A. Wells Fargo Bank, N.A.
Corporate Trust Operations Corporate Trust Operations Corporate Trust Operations
MAC N9303-121 Sixth and Marquette Sixth and Marquette
P.O. Box 1517 MAC N9303-121 MAC N9303-121
Minneapolis, MN 55480-1517 Minneapolis, MN 55479 Minneapolis, MN 55479
By Facsimile Transmission Number
(authorized institutions only):
(612) 667-4927
Attention: Corporate Trust Operations
Confirm by Telephone:
1-800-344-5128
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA A
FACSIMILE NUMBER OTHER THAN THE ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID
DELIVERY. THE INSTRUCTIONS SET FORTH IN THIS NOTICE OF GUARANTEED DELIVERY
AND IN THE LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS NOTICE OF
GUARANTEED DELIVERY AND THE LETTER OF TRANSMITTAL ARE COMPLETED.
This form is not to be used to guarantee signatures. If a signature on the
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 signature box on the Letter of Transmittal.
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Ladies and Gentlemen:
The undersigned hereby tenders to the Company, 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 aggregate principal
amount of Original 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 understands that tenders of Original Notes will be
accepted only in authorized denominations. The undersigned understands that
tenders of Original Notes pursuant to the Exchange Offer may not be withdrawn
after the Expiration Date. Tenders of Original Notes may be withdrawn at any
time prior to the Expiration Date or if the Exchange Offer is terminated or as
otherwise provided in the Prospectus.
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.
The undersigned hereby tenders the Original Notes listed below:
CERTIFICATE NUMBER(S) (IF KNOWN) OF ORIGINAL NOTES OR
IF ORIGINAL NOTES WILL BE DELIVERED BY BOOK-ENTRY AGGREGATE PRINCIPAL AGGREGATE PRINCIPAL
TRANSFER AT THE DEPOSITORY TRUST COMPANY, INSERT AMOUNT REPRESENTED AMOUNT TENDERED
ACCOUNT NO.
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PLEASE SIGN AND COMPLETE
Signatures of Registered Holder(s) or
Authorized Signatory: Date: , 2004
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Address:
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Name of Registered Holder(s):
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Area Code and Telephone No.:
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This Notice of Guaranteed Delivery must be signed by the holder(s) exactly
as the name(s) appear(s) on certificates for Original Notes or on a security
position listing as the owner of Original 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 (Full Title):
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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 recognized signature
guarantee medallion program and is 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), together with the Original Notes tendered
hereby in proper form for transfer (or confirmation of the book-entry transfer
of such Original Notes into the Exchange Agent's account at the Depository Trust
Company pursuant to the procedures described in the Prospectus under the caption
"The exchange offer -- Guaranteed delivery procedures" and in the Letter of
Transmittal) and any other required documents, all by 5:00 p.m., eastern
standard time, on the fifth New York Stock Exchange trading day following the
date of execution of this Notice of Guaranteed Delivery.
Name of Firm:
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Authorized Signature
Address:
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Name:
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Area Code and Telephone No.: Title:
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Date: , 2004
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DO NOT SEND ORIGINAL NOTES WITH THIS FORM. ACTUAL SURRENDER OF
ORIGINAL NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED
BY, AN EXECUTED LETTER OF TRANSMITTAL.
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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 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 Original Notes
referred to herein, the signature must correspond with the name(s) written on
the face of the Original Notes without alteration, enlargement, or any change
whatsoever. If this Notice of Guaranteed Delivery is signed by a participant of
DTC whose name appears on a security position listing as the owner of Original
Notes, the signature must correspond with the name shown on the security
position listing as the owner of the Original Notes.
If this Notice of Guaranteed Delivery is signed by a person other than the
registered holder(s) of any Original Notes listed or a participant of DTC, this
Notice of Guaranteed Delivery must be accompanied by appropriate bond powers,
signed as the name of the registered holder(s) appears on the Original Notes or
signed as the name of the participant shown on DTC'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 Notice of Guaranteed Delivery evidence
satisfactory to the Company and the Guarantors 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.
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