NOTICE OF GUARANTEED DELIVERY
WITH RESPECT TO
AKI HOLDING CORP.
13 1/2 % SENIOR DISCOUNT DEBENTURES DUE 2009
This Notice of Guaranteed Delivery, or one substantially equivalent to this
form, must be used by a holder of the 13 1/2% Senior Discount Debentures due
2009 (the "Old Debentures") of AKI Holding Corp. who wishes to tender Old
Debentures to the Exchange Agent pursuant to the guaranteed delivery procedures
described in The "Exchange Offer--Guaranteed Delivery Procedures" of the
Prospectus dated October __, 1998 (as the same may be amended or supplemented
from time to time, the "Prospectus") and in Instruction 1 to the Letter of
Transmittal. In addition, in order to utilize the guaranteed delivery procedure
to tender Old Debentures pursuant to the Exchange Offer, a completed, signed
and dated Letter of Transmittal relating to the Old Debentures (or facsimile
thereof) must also be received by the Exchange Agent prior to the Expiration
Date. Capitalized terms not defined herein have the meanings assigned to them
in the Prospectus or the Letter of Transmittal.
The Exchange Agent For The Exchange Offer Is:
STATE STREET BANK AND TRUST COMPANY
BY REGISTERED OR CERTIFIED MAIL FACSIMILE TRANSMISSIONS: BY HAND OR OVERNIGHT DELIVERY
(Eligible Institutions Only)
State Street Bank and Trust Company (617) 664-5371 State Street Bank and Trust Company
P.O. Box 778 Two International Plaza,
Boston, Massachusetts 02102 Fourth Floor
Attn.: Corporate Trust Department Boston, Massachusetts 02110
Attn.: Corporate Trust Department
For Information Call: By Hand Or Overnight Delivery in
(617) 664-5587 New York (as Drop Agent):
State Street Bank and Trust Company, N.A.
61 Broadway, 15th Floor
Corporate Trust Window
New York, New York 10006
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 FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A
VALID DELIVERY.
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, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE
SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLLY.
Ladies and Gentlemen:
The undersigned hereby tenders to AKI Holding Corp., upon the terms
and subject to the conditions set forth in the Prospectus and the related
Letter of Transmittal (which together constitute the "Exchange Offer"), receipt
of which is hereby acknowledged, the principal amount of Old Debentures set
forth below pursuant to the guaranteed delivery procedures set forth in the
Prospectus under the caption "The Exchange Offer--Procedure for Tendering" and
in Instruction 1 of the Letter of Transmittal.
Aggregate Principal Name(s) of Registered Holder(s):
Amount Tendered: $ ___________________ ________________________________
Certificate No(s)
(if known): __________________________
(Total Principal Amount Represented by
Old Debentures Certificate(s))
$_______________________________
[ ] The Depositary Trust Company ("DTC")
(Check if Old Debentures will be tendered by book-entry transfer and provide
the following information):
DTC Account Number: ____________________
Date: __________________________________
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 ________________________________ ________________________
X ________________________________ _________________________
Signature(s) of Owner(s) Date
or Authorized Signatory
Area Code and Telephone Number: ___________________________
Please print name(s) and address(es)
Name(s): ________________________________________________________________
________________________________________________________________
________________________________________________________________
Capacity: ________________________________________________________________
Address(es): ________________________________________________________________
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THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm which is a member of a registered national
securities exchange or of the National Association of Securities Dealers,
Inc., or is a commercial bank or trust company having an office or
correspondent in the United States, or is otherwise 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, at one of its addresses set forth above, either
the Old Debentures tendered hereby in proper form for transfer, or
confirmation of the book-entry transfer of such Old Debentures to the
Exchange Agent's account at DTC, pursuant to the procedures for
book-entry transfer set forth in the Prospectus, in either case together
with one or more properly completed and duly executed Letter(s) of
Transmittal (or facsimile thereof) and any other required documents
within three business days after the date of execution of this Notice of
Guaranteed Delivery.
The undersigned acknowledges that it must deliver the Letter(s) of
Transmittal and the Old Debentures tendered hereby to the Exchange Agent
within the time period set forth above and that failure to do so could
result in a financial loss to the undersigned.
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Name of Firm Authorized Signature
--------------------------- ------------------------------------
Address Title
--------------------------- ------------------------------------
Zip Code (Please Type or Print)
Area Code and Telephone No. Dated:
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NOTE: DO NOT SEND CERTIFICATES FOR OLD DEBENTURES WITH THIS FORM. ACTUAL
SURRENDER OF OLD DEBENTURES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, AN
EXECUTED LETTER OF TRANSMITTAL.
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 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. Instead of delivery by mail, it is
recommended that the holder use 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 procedure, see Instruction 1 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 Old
Debentures referred to herein, the signature must correspond with the name(s)
written on the face of the Old Debentures without alteration, enlargement, or
any change whatsoever.
If this Notice of Guaranteed Delivery is signed by a person other
than the registered holder(s) of any Old Debentures listed, this Notice of
Guaranteed Delivery must be accompanied by appropriate bond powers, signed as
the name of the registered holder(s) appears on the Old Debentures.
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.
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.