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EXHIBIT 99.02
FORM OF
NOTICE OF GUARANTEED DELIVERY
CARAUSTAR INDUSTRIES, INC.
Offer to Exchange its
7 1/4% Senior Exchange Notes due 2010 and 9 7/8% Senior Subordinated Exchange
Notes due 2011
that have been registered under the Securities Act
for any and all of its outstanding
7 1/4% Senior Notes due 2010 and 9 7/8% Senior Subordinated Notes due 2011
that were issued and sold in a transaction
exempt from registration under the
Securities Act of 1933, as amended
Pursuant to the Prospectus dated June , 2001
This Notice of Guaranteed Delivery, or one substantially equivalent to this
form, must be used to accept the Exchange Offer (as defined below) if (i)
certificates for the Company's 7 1/4 % Senior Notes due 2010 and 9 7/8% Senior
Subordinated Notes due 2011 (the "Original Notes") are not immediately
available, (ii) Original Notes, the Letter of Transmittal and all other required
documents cannot be delivered to The Bank of New York (the "Exchange Agent") on
or prior to the Expiration Date or (iii) the procedures for delivery by
book-entry transfer cannot be completed on a timely basis. This Notice of
Guaranteed Delivery may be delivered by hand, overnight courier or mail, or
transmitted by facsimile transmission, to the Exchange Agent. See "The Exchange
Offer -- Procedures for Tendering Original Notes" in the Prospectus. In
addition, in order to utilize the guaranteed delivery procedure to tender
Original Notes pursuant to the Exchange Offer, a completed, signed and dated
Letter of Transmittal relating to the Original Notes (or facsimile thereof) must
also be received by the Exchange Agent on or prior to the Expiration Date.
Capitalized terms not defined herein have the meanings assigned to them in the
Prospectus.
The Exchange Agent for the Exchange Offer is:
The Bank of New York
By Registered or Certified Mail: Facsimile Transmissions:
The Bank of New York (Eligible Institutions Only)
101 Barclay Street, 7E (212) 815-6339
New York, New York 10286
Attention: Reorganization Section/Floor 7E
By Hand or Overnight Delivery: To Confirm by Telephone
The Bank of New York or for Information Call:
101 Barclay Street (212) 815-3750
Corporate Trust Services Window
Ground Level
New York, New York 10286
Attention: Reorganization Section/Floor 7E
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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.
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Ladies and Gentlemen:
The undersigned hereby tenders to Caraustar Industries, Inc., a North
Carolina corporation (the "Company"), upon the terms and subject to the
conditions set forth in the Prospectus dated June , 2001 (as the same may be
amended or supplemented from time to time, the "Prospectus"), and the related
Letter of Transmittal (which together constitute the "Exchange Offer"), 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 under the caption "The Exchange Offer -- Procedures for
Tendering Original Notes."
Aggregate Principal Amount: $ Name(s) of Registered Holder(s):
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Amount Tendered: $ *
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Certificate No(s) (if available):
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$
- --------------------------------------------------------------------------------
(Total Principal Amount Represented by Original Notes Certificate(s))
If Original Notes will be tendered by book-entry transfer, provide the following
information:
DTC Account Number:
- --------------------------------------------------------------------------------
Date:
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* Must be in integral multiples of $1,000.
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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 --------------------------------------------------- -----------------------------------------------------
X --------------------------------------------------- -----------------------------------------------------
Signature(s) of Owner(s) or Authorized Signatory Date
Area Code and Telephone Number:
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Must be signed by the holder(s) of the Original Notes as their name(s)
appear(s) on certificates for Original 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 and, unless waived by the Company, provide
proper evidence satisfactory to the Company of such person's authority to so
act.
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Please print name(s) and address(es)
Name(s): ------------------------------------------------------------
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Capacity: ------------------------------------------------------------
Address(es): ------------------------------------------------------------
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GUARANTEE OF DELIVERY
(Not to be used for signature guarantee)
The undersigned, a firm or other entity identified in Rule 17Ad-15 under
the Securities Exchange Act of 1934, as amended, as an "eligible guarantor
institution," including (as such terms are defined therein): (i) a bank; (ii) a
broker, dealer, municipal securities broker, government securities broker or
government securities dealer; (iii) a credit union; (iv) a national securities
exchange, registered securities association or clearing agency; or (v) a savings
association that is a participant in a Securities Transfer Association (each of
the foregoing being referred to as an "Eligible Institution"), hereby guarantees
to deliver to the Exchange Agent, at one of its addresses set forth above,
either the Original Notes tendered hereby in proper form for transfer, or
confirmation of the book-entry transfer of such Original Notes to the Exchange
Agent's account at The Depository Trust Company ("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
New York Stock Exchange trading days after the date of execution of this Notice
of Guaranteed Delivery.
The undersigned acknowledges that it must deliver the Letter(s) of
Transmittal (or facsimile thereof) and the Original Notes 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
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Address Title
- ----------------------------------------------------- (Please Type or Print)
Zip Code
Area Code and Telephone Number: ------------------------ Date: ---------------------------------------
NOTE: DO NOT SEND CERTIFICATES FOR OUTSTANDING DEBT WITH THIS FORM.
CERTIFICATES FOR OUTSTANDING DEBT SHOULD BE SENT ONLY WITH YOUR LETTER OF
TRANSMITTAL.
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