1
EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
OF
10% SENIOR NOTES DUE 2008, SERIES D
OF
THE J.H. HEAFNER COMPANY, INC.
This form, or one substantially equivalent hereto, must be used by any
holder of 10% Senior Notes Due 2008, Series B or Series C (the "Old Notes") of
The J.H. Heafner Company, Inc., a North Carolina corporation (the "Company"),
who wishes to tender Old Notes for the Company's 10% Senior Notes Due 2008,
Series D pursuant to the exchange offer (the "Exchange Offer"), as described in
the Prospectus dated __________, 1999 (the "Prospectus") and the related Letter
of Transmittal, and (i) whose Old Notes are not immediately available or (ii)
who cannot deliver such Old Notes or any other documents required by the Letter
of Transmittal on or before the Expiration Date or (iii) who cannot comply with
the book-entry transfer procedure on a timely basis. This form may be delivered
by facsimile transmission, mail or hand delivery to First Union National Bank
(the "Exchange Agent"). See "The Exchange Offer--Guaranteed Delivery Procedures"
in the Prospectus.
Delivery to: FIRST UNION NATIONAL BANK, AS EXCHANGE AGENT
By Mail: Facsimile Transmission Hand or Overnight Delivery:
(REGISTERED OR CERTIFIED MAIL RECOMMENDED) Number: First Union National Bank
First Union National Bank 704-590-7628 Corporate Trust Reorganization
Corporate Trust Reorganization (FOR ELIGIBLE 1525 West W.T. Harris Boulevard, 3C3
1525 West W.T. Harris Boulevard, 3C3 INSTITUTIONS ONLY) Charlotte, North Carolina 28262
Charlotte, North Carolina 28288 Attention: Mike Klotz
Attention: Mike Klotz Confirm by Telephone:
704-590-7408
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS
OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE NUMBER OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
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 principal amount of
Old Notes specified below pursuant to the guaranteed delivery procedures set
forth under the caption "The Exchange Offer--Guaranteed Delivery Procedures" in
the Prospectus. By so tendering, the undersigned does hereby make, at and as of
the date hereof, the representations and warranties of a tendering Holder of Old
Notes set forth in the Letter of Transmittal. The undersigned hereby tenders the
Old Notes listed below:
Certificate Number(s) (if available) Principal Amount Tendered
_________________________________________________________ ____________________________________________________
_________________________________________________________ ____________________________________________________
_________________________________________________________ ____________________________________________________
All authority herein conferred or agreed to be conferred shall survive
the death, incapacity or dissolution of the undersigned and every obligation of
the undersigned hereunder shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned.
If Old Notes will be tendered by book-entry transfer, please provide
the following information:
Name of Tendering Institution: Depository Trust Company Account Number:
_________________________________________________________ ____________________________________________________
2
PLEASE SIGN HERE
X ________________________________________________ Date:____________________
Signature(s) of Owner(s) or Authorized Signatory
Area Code and Telephone Number: ________________________________________________
Must be signed by the holder(s) of Old Notes as their name(s) appear(s)
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): ________________________________________________________________
________________________________________________________________
Capacity: ________________________________________________________________
Address(es): ________________________________________________________________
________________________________________________________________
________________________________________________________________
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 Program, the New York Stock Exchange
Medallion Signature Program or the Stock Exchanges Medallion Program, 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
one or more properly completed and duly executed Letters of Transmittal (or
facsimile thereof or Agent's Message in lieu thereof), and 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.
______________________________________ _________________________________
Name of Firm Authorized Signature
______________________________________ _________________________________
Street Address Name (please print)
______________________________________ _________________________________
City, State and Zip Code Title
______________________________________ _________________________________
Area Code and Telephone Number Date
DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. ACTUAL
SURRENDER OR CERTIFICATES FOR OLD NOTES MUST BE MADE PURSUANT TO,
AND BE ACCOMPANIED BY, THE EXECUTED LETTER OF TRANSMITTAL.
-2-