Exhibit 99.2
NOTICE OF GUARANTEED DELIVERY
KOPPERS INC.
OFFER TO EXCHANGE ITS ISSUED AND OUTSTANDING 9 7/8% SENIOR SECURED NOTES
DUE 2013 FOR ITS 9 7/8% SENIOR SECURED NOTES DUE 2013 WHICH HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
PURSUANT TO THE PROSPECTUS, DATED January 13, 2004
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
______________________, 2004, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS
MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
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As set forth in the Prospectus dated Janyary 13, 2004 (the "Prospectus")
and the accompanying Letter of Transmittal (the "Letter of Transmittal") and
Instruction 1 thereto, this form, or one substantially equivalent hereto, must
be used to accept the Exchange Offer if certificates representing the 9 7/8%
Senior Secured Notes due 2013 (the "Old Notes") of Koppers Inc., a Pennsylvania
corporation (the "Company"), are not immediately available or if the procedure
for book-entry transfer cannot be completed on a timely basis or time will not
permit a Holder's certificates or other required documents to reach the Exchange
Agent prior to the Expiration Date. Such form may be delivered by hand,
overnight courier, facsimile transmission or mail to the Exchange Agent and must
include a guarantee by an Eligible Institution (as defined in the Letter of
Transmittal) unless such form is submitted on behalf of an Eligible Institution.
Capitalized terms used and not defined herein have the respective meanings
ascribed to them in the Prospectus.
The Exchange Agent is
JPMorgan Chase Bank
By Registered or Certified Mail: By Hand: By Courier:
JPMorgan Chase Bank JPMorgan Chase Bank JPMorgan Chase Bank
Institutional Trust Services Institutional Trust Services Window Institutional Trust Services
P.O. Box 2320 4 New York Plaza, 1st Floor 2001 Bryan Street, 9th Floor
Dallas, TX 75221-2320 New York, NY 10004-2413 Dallas, TX 75201
Attn: Frank Ivins Attn: Frank Ivins
By Facsimile:
Attn: Frank Ivins
(214) 468-6494
Confirm by Telephone:
(214) 468-6464
Delivery of this instrument to an address other than as set
forth above, or transmission of instructions other than as set forth
above, will not constitute a valid delivery.
This form 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.
Ladies & Gentlemen:
Upon the terms and subject to the conditions set forth in the Prospectus
and the accompanying Letter of Transmittal, receipt of which is hereby
acknowledged, the undersigned hereby tenders to the Company $__________
principal amount of Old Notes, pursuant to the guaranteed delivery procedures
set forth in the Prospectus and accompanying Letter of Transmittal.
Certificate Numbers of Old Notes
(if available) Principal Amount Tendered
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If Old Notes will be tendered by book-entry transfer to The Depositary
Trust Company (the "DTC"), provide account number.
Account No.
The undersigned authorizes the Exchange Agent to deliver this Notice of
Guaranteed Delivery to the Company and JPMorgan Chase Bank, as Trustee with
respect to the Old Notes tendered pursuant to the Exchange Offer.
All authority 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, executors,
administrators, trustees in bankruptcy, personal and legal representatives,
successors and assigns of the undersigned.
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SIGN HERE
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Signature(s) of Registered Holder(s) or Authorized Signatory
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Name(s) of Registered Holder(s)
(Please Type or Print)
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Address
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Zip Code
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Area code and Telephone Number
Dated:______________________________________, 2004
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GUARANTEE
(Not to be Used for Signature Guarantees)
The undersigned, a participant in the Security Transfer Agents Medallion
Program, the New York Stock Exchange Medallion Signature Program or the Stock
Exchange Medallion Program (each, an "Eligible Institution"), hereby (a)
represents that the above-named person(s) are deemed to own the Old Notes
tendered hereby within the meaning of Rule 14e-4 promulgated under the
Securities Exchange Act of 1934, as amended ("Rule 14e-4"), (b) represents that
such tender of Old Notes complies with Rule 14e-4 and (c) guarantees delivery to
the Exchange Agent of certificates representing the Old Notes tendered hereby,
in proper form for transfer, or confirmation of book-entry transfer of such Old
Notes into the Exchange Agent's account at DTC, with a properly completed and
duly executed Agent's Message (as defined in the Letter of Transmittal) or
Letter of Transmittal, as the case may be, with any required signature
guarantees and any other documents required by the Letter of Transmittal, within
three Business Days after the date of execution hereof.
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Name of Firm Title
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Authorized Signature Name (Please Type or Print)
Dated: ________________________, 2004
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Address
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Area Code and Telephone Number
NOTE: DO NOT SEND CERTIFICATES REPRESENTING OLD NOTES WITH THIS FORM.
CERTIFICATES FOR OLD NOTES MUST BE SENT WITH YOUR LETTER OF TRANSMITTAL.