EXHIBIT 99.02
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF ANY AND ALL OUTSTANDING
SERIES A 11 1/4% SENIOR SUBORDINATED NOTES DUE 2008
(THE "EXISTING NOTES") OF
GREAT LAKES DREDGE & DOCK CORPORATION
This Notice of Guaranteed Delivery, or one substantially equivalent to this
form, must be used to accept the Exchange Offer (as defined below) if (i)
certificates for Series A 11 1/4% Senior Subordinate Notes due 2008 (the
"Existing Notes") of Great Lakes Dredge & Dock Corporation are not immediately
available, (ii) Existing Notes, the Letter of Transmittal and all other
required documents cannot be delivered to The Bank of New York (the "Exchange
Agent") on or prior to 5:00 P.M. New York City time, on the Expiration Date
(as defined in the Prospectus referred to below) or (iii) the procedures for
delivery by book-entry transfer cannot be completed on a timely basis. This
Notice of Guaranteed Delivery may be delivered by hand, overnight courier or
mail, or transmitted by facsimile transmission, to the Exchange Agent. See
"The Exchange Offer--Procedures for Tendering Existing Notes" in the
Prospectus. In addition, in order to utilize the guaranteed delivery procedure
to tender Existing Notes pursuant to the Exchange Offer, a completed, signed
and dated Letter of Transmittal relating to the Existing Notes (or facsimile
thereof) must also be received by the Exchange Agent prior to 5:00 P.M. New
York City time, on the Expiration Date. Capitalized terms not defined herein
have the meanings assigned to them in the Prospectus.
The Exchange Agent For The Exchange Offer Is:
THE BANK OF NEW YORK
By Registered or Facsimile By Hand or Overnight
Certified Mail Transmissions: Delivery
(Eligible Institutions
The Bank of New York Only) The Bank of New York
101 Barclay Street, 7E 101 Barclay Street
New York, New York (212) 571-3080 Corporate Trust
10286 Services Window
Attn: Reorganization Confirm by Telephone Ground Level
Section (212) 815-6333 New York, New York
10286
For Information Call: Attn: Reorganization
(212) 815-6333 Section
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
FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A
VALID DELIVERY.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF 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.
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LADIES AND GENTLEMEN:
The undersigned hereby tenders to Great Lakes Dredge & Dock Corporation, a
Delaware Corporation (the "Company") upon the terms and subject to the
conditions set forth in the Prospectus dated , 1999 (as the same may be
amended or supplemented from time to time, the "Prospectus"), and the related
Letter of Transmittal (which together constitute the "Exchange Offer"),
receipt of which is hereby acknowledged, the aggregate principal amount of
Existing Notes set forth below pursuant to the guaranteed delivery procedures
set forth in the Prospectus under the caption "The Exchange Offer--Procedures
for Tendering Existing Notes."
____________________________________________________________________________
AGGREGATE PRINCIPAL AMOUNT
____________________________________________________________________________
NAME(S) OF REGISTERED HOLDER(S):
Amount Tendered: $__________________________________________________________
Certificate No(s)
if available): _____________________________________________________________
: __________________________________________________________________________
(TOTAL PRINCIPAL AMOUNT REPRESENTED BY EXISTING NOTES CERTIFICATE(S)
$ __________________________________________________________________________
If Existing Notes will be tendered by book-entry transfer, provide the
following information:
DTC Account Number: ________________________________________________________
Date: ______________________________________________________________________
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All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and every obligation of the
undersigned hereunder shall be binding upon the heirs personal
representatives, successors and assigns of the undersigned.
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PLEASE SIGN HERE
X____________________________________________ ______________________________
X____________________________________________ ______________________________
DATE
SIGNATURE(S) OF OWNER(S) OR AUTHORIZED
SIGNATORY
Area Code and Telephone Number: ____________________________________________
Must be signed by the holder(s) of the Existing Notes as their name(s)
appear(s) on certificates for Existing 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): _______________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm or other entity identified in Rule 17Ad-15 under the
Securities Exchange Act of 1934, as amended, as an "eligible guarantor
institution," including (as such terms are defined therein): (i) a bank; (ii)
a broker, dealer, municipal securities broker, municipal securities dealer,
government securities broker, government securities dealer; (iii) a credit
union; (v) a national securities exchange, registered securities association
or clearing agency; or (v) a savings association that is a participant in a
Securities Transfer Association recognized program (each of the foregoing
being referred to as an "Eligible Institution"), hereby guarantees to deliver
to the Exchange Agent, at one of its addresses set forth above, either the
Existing Notes tendered hereby in proper form for transfer, or confirmation of
the book-entry transfer of such Existing Notes to the Exchange Agent's account
at The Depository Trust Company ("DTC"), pursuant to the procedures for book-
entry transfer set forth in the Prospectus, in either case together with one
or more properly completed and duly executed Letter(s) or Transmittal (or
facsimile thereof) and any other required documents within five business days
after the date of execution of this Notice of Guaranteed Delivery.
The undersigned acknowledges that it must deliver the Letter(s) of
Transmittal and the Existing Notes tendered hereby to the Exchange Agent
within the time period set forth above and that failure to do so could result
in a financial loss to the undersigned.
______________________________________ ______________________________________
NAME OF FIRM
AUTHORIZED SIGNATURE
______________________________________ ______________________________________
ADDRESS
TITLE
______________________________________ ______________________________________
ZIP CODE
(PLEASE TYPE OR PRINT)
AREA CODE AND TELEPHONE NO. __________ DATED: _______________________________
NOTE: DO NOT SEND CERTIFICATES FOR EXISTING NOTES WITH THIS FORM. CERTIFICATES
FOR EXISTING NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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