Exhibit 99.2
NOTICE OF GUARANTEED DELIVERY
FOR
8.875% SENIOR NOTES DUE 2012
OF
POLYONE CORPORATION
As set forth in the Prospectus, dated _____________, 2002 (the
"Prospectus"), of PolyOne Corporation and in the letter of transmittal, this
form or one substantially similar must be used to accept PolyOne's offer to
exchange all of its outstanding 8.875% Senior Notes due 2012 (the "Outstanding
Notes") for its 8.875% Senior Notes due 2012, which have been registered under
the Securities Act of 1933, if certificates for the Outstanding Notes are not
immediately available or if the Outstanding Notes, the letter of transmittal or
any other required documents cannot be delivered to the exchange agent, or the
procedure for book-entry transfer cannot be completed, prior to 5:00 p.m., New
York City time, on the Expiration Date (as defined in the Prospectus). This form
may be delivered by an Eligible Institution by hand or transmitted by facsimile
transmission, overnight courier or mailed to the exchange agent as indicated
below.
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON ______________, 2002, UNLESS THE OFFER IS EXTENDED (THE "EXPIRATION DATE").
TENDERS OF OUTSTANDING NOTES MAY BE WITHDRAWN AT ANY TIME
PRIOR TO 5:00 P.M. ON THE EXPIRATION DATE.
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DELIVER TO:
THE BANK OF NEW YORK,
EXCHANGE AGENT
By Registered or Certified Mail: By Hand or Overnight Delivery: Facsimile Transmission Number:
The Bank of New York The Bank of New York (For Eligible Institutions Only)
20 Broad Street 20 Broad Street
New York, New York 10286 New York, New York 10286
Attention: Attention: Confirm Receipt of Facsimile
by Telephone:
DELIVERY OF THIS NOTICE TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA
A FACSIMILE, OTHER THAN AS SET FORTH ABOVE, DOES NOT CONSTITUTE A VALID
DELIVERY.
This form is not to be used to guarantee signatures. If a signature on the
letter of transmittal to be used to tender Outstanding Notes 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 letter
of transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders to PolyOne Corporation, upon the terms
and subject to the conditions set forth in the Prospectus and the letter of
transmittal (which together constitute the "Exchange Offer"), receipt of which
is hereby acknowledged, Outstanding Notes pursuant to guaranteed delivery
procedures set forth in Instruction 1 of the letter of transmittal.
The undersigned understands that tenders of Outstanding Notes will be
accepted only in principal amounts equal to $1,000 or integral multiples
thereof. The undersigned understands that tenders of Outstanding Notes pursuant
to the Exchange Offer may be withdrawn only in accordance with the procedures
set forth in "The Exchange Offer -- Withdrawal of Tenders" section of the
Prospectus.
All authority herein conferred or agreed to be conferred by this Notice
of Guaranteed Delivery shall survive the death, incapacity or dissolution 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.
NOTE: SIGNATURES MUST BE PROVIDED WHERE INDICATED BELOW.
Certificate No(s). for Outstanding Notes (if available) Principal Amount of Outstanding Notes
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Principal Amount of Outstanding Notes Tendered Signature(s)
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Dated: If Outstanding Notes will be delivered by book-entry
transfer at the Depository Trust Company,
Depository Account No.:
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This Notice of Guaranteed Delivery must be signed by the registered holder(s) of
Outstanding Notes exactly as its (their) name(s) appear on certificates of
Outstanding Notes or on a security position listing as the owner of Outstanding
Notes, or by person(s) authorized to become registered 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:
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Address(es):
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Area Code and Telephone No.:
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities
exchange or of the National Association of Securities Dealers, Inc., or a
commercial bank or trust company having an office or correspondent in the United
States or an "eligible guarantor institution" within the meaning of Rule 17Ad-15
under the Securities Exchange Act of 1934 (the "Exchange Act"), hereby:
(a) represents that the above named person(s) own(s) the
Outstanding Notes to be tendered within the meaning of Rule
14e-4 under the Exchange Act;
(b) represents that such tender of Outstanding Notes complies with
Rule 14e-4 under the Exchange Act; and
(c) guarantees that delivery to the exchange agent of certificates
for the Outstanding Notes to be tendered, proper form for
transfer (or confirmation of the book-entry transfer of such
Outstanding Notes into the exchange agent's account at the
Depository Trust Company, pursuant to the procedures for
book-entry transfer set forth in the prospectus), with
delivery of a properly completed and duly executed (or
manually signed facsimile) letter of transmittal with any
required signatures and any other required documents, will be
received by the exchange agent at one of its addresses set
forth above within three New York Stock Exchange trading days
after the Expiration Date.
I HEREBY ACKNOWLEDGE THAT I MUST DELIVER THE LETTER OF TRANSMITTAL AND
OUTSTANDING NOTES TO BE TENDERED TO THE EXCHANGE AGENT WITHIN THE TIME PERIOD
SET FORTH AND THAT FAILURE TO DO SO COULD RESULT IN FINANCIAL LOSS TO ME.
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Name of Firm Authorized Signature
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Address Title
Name:
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Zip Code (Please Type or Print)
Area Code and Telephone No.: Dated:
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NOTE: DO NOT SEND OUTSTANDING NOTES WITH THIS FORM; OUTSTANDING NOTES SHOULD
BE SENT WITH YOUR LETTER OF TRANSMITTAL SO THAT THEY ARE RECEIVED BY
THE EXCHANGE AGENT WITHIN THREE NEW YORK STOCK EXCHANGE TRADING DAYS
AFTER THE EXPIRATION DATE.