EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF ANY AND ALL OUTSTANDING
9 3/4% SENIOR NOTES DUE 2013
OF
EAGLEPICHER INCORPORATED
PURSUANT TO THE PROSPECTUS
DATED __________, 2003
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON __________, 2003, UNLESS EXTENDED (THE "EXPIRATION DATE").
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
WELLS FARGO BANK, NATIONAL ASSOCIATION
By Mail: By Facsimile Transmission: By Hand/Overnight Delivery:
Wells Fargo Bank, (for eligible institutions only) Wells Fargo Bank,
National Association (213) 614-3355 National Association
707 Wilshire Blvd., 17th Floor 707 Wilshire Blvd., 17th Floor
Los Angeles, California 90017 Confirm by Telephone: Los Angeles, California 90017
Attention: Jeanie Mar (213) 614-3349 Attention: Jeanie Mar
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 A
FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT
CONSTITUTE A VALID DELIVERY.
As set forth in the prospectus, dated __________, 2003, of EaglePicher
Incorporated, an Ohio corporation ("EaglePicher"), under "The Exchange Offer --
Guaranteed Delivery Procedures," and in the accompanying letter of transmittal
and instructions thereto, this form or one substantially equivalent hereto or an
agent's message relating to guaranteed delivery must be used to accept
EaglePicher's offer to exchange $1,000 principal amount of its 9 3/4% Senior
Notes due 2013, which have been registered under the Securities Act of 1933, as
amended, for each $1,000 principal amount of its outstanding 9 3/4% Senior
Notes due 2013, if certificates representing such notes are not immediately
available, time will not permit the letter of transmittal, certificates
representing such notes or other required documents to reach the exchange agent,
or the procedures for book-entry transfer (including a properly transmitted
agent's message with respect thereto) cannot be completed, on or prior to the
expiration date.
This form is not to be used to guarantee signatures. If a signature on
the letter of transmittal is required to be guaranteed by signature guarantor
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the letter of transmittal.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to EaglePicher, upon the terms and
subject to the conditions set forth in the prospectus and the letter of
transmittal, receipt of which is hereby acknowledged, the aggregate principal
amount of outstanding notes set forth below pursuant to the guaranteed delivery
procedures set forth in the prospectus under the caption "The Exchange Offer --
Guaranteed Delivery Procedures." The undersigned hereby authorizes the exchange
agent to deliver this notice of guaranteed delivery to EaglePicher with respect
to the outstanding notes tendered pursuant to the exchange offer.
The undersigned understands that tenders of the outstanding notes will
be accepted only in principal amounts equal to $1,000 or integral multiples
thereof. The undersigned also understands that tenders of the outstanding notes
pursuant to the exchange offer may be withdrawn at any time prior to the
expiration date. For a withdrawal of a tender of notes to be effective, it must
be made in accordance with the procedures set forth in the prospectus under "The
Exchange Offer -- Withdrawal Rights."
The undersigned understands that the exchange of any exchange notes for
outstanding notes will be made only after timely receipt by the exchange agent
of (i) the certificates of the tendered notes, in proper form for transfer (or a
book-entry confirmation of the transfer of such notes into the exchange agent's
account at The Depository Trust Company), and (ii) a letter of transmittal (or a
manually signed facsimile thereof) properly completed and duly executed with any
required signature guarantees, together with any other documents required by the
letter of transmittal (or a properly transmitted agent's message), within three
New York Stock Exchange, Inc. trading days after the execution hereof.
All authority herein conferred or agreed to be conferred by this notice
of guaranteed delivery shall not be affected by, and shall survive, the death or
incapacity 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.
2
PLEASE SIGN AND COMPLETE
X____________________________________ Date:__________________________________
X____________________________________ Address:_______________________________
Signature(s) of Registered Holder(s)
or Authorized Signatory Area Code and Telephone No.:____________
Name(s) of Registered Holder(s):
_____________________________________
If Notes will be delivered by book-entry
Principal Amount of Notes Tendered*: transfer provide information below:
_____________________________________ Name of Tendering Institution:__________
Certificate No.(s) of Notes
(if available): Depository Account No. with DTC:________
_____________________________________ Transaction Code Number:________________
* Must be in denominations of
$1,000 and any integral multiple
thereof.
DO NOT SEND NOTES WITH THIS FORM. NOTES SHOULD BE SENT TO THE EXCHANGE AGENT
TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL OR
PROPERLY TRANSMITTED AGENT'S MESSAGE.
This notice of guaranteed delivery must be signed by the holder(s)
exactly as their name(s) appear(s) on certificate(s) for notes or on a security
position listing as the owner of notes, or by person(s) authorized to become
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):________________________________________________________________________
________________________________________________________________________________
Capacity:_______________________________________________________________________
Address(es):____________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
3
THE GUARANTEE BELOW MUST BE COMPLETED
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., a
commercial bank or trust company having an office or a correspondent in the
United States or an "eligible guarantor institution" within the meaning of Rule
l7Ad-15 promulgated under the Securities Exchange Act of 1934, as amended,
hereby guarantees that the notes to be tendered hereby are in proper form for
transfer (pursuant to the procedures set forth in the prospectus under "The
`Exchange Offer -- Guaranteed Delivery Procedures"), and that the exchange agent
will receive (a) such notes, or a book-entry confirmation of the transfer of
such notes into the exchange agent's account at The Depository Trust Company,
and (b) a properly completed and duly executed letter of transmittal (or
facsimile thereof) with any required signature guarantees and any other
documents required by the letter of transmittal, or a properly transmitted
agent's message, within three New York Stock Exchange, Inc. trading days after
the date of execution hereof.
The eligible guarantor institution that completes this form must
communicate the guarantee to the exchange agent and must deliver the letter of
transmittal, or a properly transmitted agent's message, and notes, or a
book-entry confirmation in the case of a book-entry transfer, to the exchange
agent within the time period described above. Failure to do so could result in a
financial loss to such eligible guarantor institution.
Name of Firm:___________________________________________________________________
Authorized Signature:___________________________________________________________
Title:__________________________________________________________________________
Address:________________________________________________________________________
________________________________________________________________________________
Area Code and Telephone Number:_________________________________________________
Dated: , 2003
4