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EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR
9 1/4% SENIOR SUBORDINATED NOTES DUE 2007
OF
PARK-OHIO INDUSTRIES, INC.
CUSIPS 700677AC1; 700677F4
As set forth in the prospectus dated , 1999, of Park-Ohio
Industries, Inc. (the "Company") and in the accompanying Letter of Transmittal
and instructions thereto, this form or one substantially equivalent hereto must
be used to accept the Company's offer to exchange all of its outstanding 9 1/4%
Senior Subordinated Notes due 2007 (the "Outstanding Notes") for its 9 1/4%
Senior Subordinated Notes due 2007, 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 documents required thereby 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 , 1999 (the "Expiration Date"). This
form may be delivered by an Eligible Institution by hand or transmitted by
facsimile transmission, overnight courier or mail to the Exchange Agent as set
forth below.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 1999, UNLESS THE OFFER IS EXTENDED. TENDERS OF OUTSTANDING
NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M. ON THE EXPIRATION DATE.
To: Norwest Bank Minnesota, National Association, The Exchange Agent
By Registered or Certified Mail: By Overnight Courier:
Norwest Bank Minnesota, National Association Norwest Bank Minnesota, National Association
Corporate Trust Operations Corporate Trust Operations
P.O. Box 1517 Norwest Center
Minneapolis, MN 55480-1517 Sixth and Marquette
Minneapolis, MN 55479-0113
By Hand: By Facsimile:
Norwest Bank Minnesota, National Association Norwest Bank Minnesota, National Association
Corporate Trust Operations Corporate Trust Operations
Northstar East, 12th Floor (612) 667-4927
608 2nd Avenue Confirm by telephone:
Minneapolis, MN 55402 (612) 667-9764
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DELIVERY OF THIS INSTRUMENT 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.
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Ladies and Gentlemen:
The undersigned hereby tenders to Park-Ohio Industries, Inc. (the
"Company"), 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 the guaranteed delivery procedures set forth in Instruction I 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) Address
- --------------------------------------------- ---------------------------------------------
- --------------------------------------------- ---------------------------------------------
Principal Amount of Outstanding Notes Area Code and Tel. No.
- --------------------------------------------- ---------------------------------------------
- --------------------------------------------- ---------------------------------------------
Name(s) of Record Holder(s) Signature(s)
- --------------------------------------------- ---------------------------------------------
- --------------------------------------------- ---------------------------------------------
Dated:
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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 for 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:
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PLEASE PRINT NAME(S) AND ADDRESS(ES)
NAME(S):
...............................................................................
...............................................................................
...............................................................................
CAPACITY:
...............................................................................
ADDRESS(ES):
...............................................................................
...............................................................................
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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, hereby
(a) represents that the above named person(s) "own(s)" the Outstanding
Notes tendered hereby 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 tendered hereby, in 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 Letter of Transmittal (or manually signed facsimile
thereof) 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
five Nasdaq National Market trading days after the Expiration Date.
THE UNDERSIGNED ACKNOWLEDGES THAT IT MUST DELIVER THE LETTER OF TRANSMITTAL
AND OUTSTANDING NOTES TENDERED HEREBY TO THE EXCHANGE AGENT WITHIN THE TIME
PERIOD SET FORTH AND THAT FAILURE TO DO SO COULD RESULT IN FINANCIAL LOSS TO THE
UNDERSIGNED.
Name of Firm:
Address:
(Zip Code)
Area Code and Tel. No.:
Authorized Signature:
Name:
(Please Type or Print)
Title:
Date: ______________________________________
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 FIVE NASDAQ NATIONAL MARKET TRADING DAYS AFTER THE
EXPIRATION DATE.