EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
WITH RESPECT TO
LEINER HEALTH PRODUCTS INC.
95/8% SENIOR SUBORDINATED NOTES DUE 2007
This form must be used by a holder of the 95/8% Senior subordinated
Notes due 2007 (the "Existing Notes") of Leiner Health Products Inc., a Delaware
corporation ("LHP"), that wishes to tender Existing Notes to the Exchange Agent
pursuant to the guaranteed delivery procedures described in "The Exchange
Offer--Procedures for Tendering" of the Prospectus dated _______________, 1997
(the "Prospectus") and in Instruction 1 to the accompanying Letter of
Transmittal. Any holder that wishes to tender Existing Notes pursuant to such
guaranteed delivery procedures must ensure that the Exchange Agent receives this
Notice of Guaranteed Delivery prior to 5:00 p.m., New York City time, on the
Expiration Date of the Exchange Offer. Capitalized terms not defined herein
have the meaning ascribed to them in the Prospectus or the Letter of
Transmittal.
To: United States Trust Company of New York, Exchange Agent
BY MAIL: BY FACSIMILE:
United States Trust Company of New York (212) 780-0592
P.O. Box 843 Cooper Station (For Eligible Institutions Only)
New York, New York 10276 Attention: Customer Service
Attention: Corporate Trust Services Confirm by Telephone to:
(800) 548-6565
BY HAND BEFORE 4:30 P.M.: BY OVERNIGHT COURIER AND BY HAND AFTER 4:30 P.M.:
United States Trust Company of New York United States Trust Company of New York
111 Broadway 770 Broadway, 13th Floor
New York, New York 10006 New York, New York 10003
Attention: Lower Level Corporate Trust Window
FOR INFORMATION CALL:
(800) 548-6565
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE
WILL NOT CONSTITUTE A VALID DELIVERY.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to LHP, upon the terms and subject to
the conditions set forth in the Prospectus and the related Letter of
Transmittal, receipt of which is hereby acknowledged, the principal
amount of Existing Notes specified below pursuant to the guaranteed delivery
procedures set forth in the Prospectus and in Instruction 1 of the Letter of
Transmittal. The undersigned hereby tenders the Existing Notes listed below:
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Certificate Number(s) (if known) of
Existing Notes or Account Number at Aggregate Principal Amount Aggregate Principal
the Book-Entry Facility Represented Amount Tendered
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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.
SIGN HERE
Name of Registered or Acting Holder: ___________________________________________
Signature(s): __________________________________________________________________
Name(s) (PLEASE PRINT): ________________________________________________________
Address: _______________________________________________________________________
_______________________________________________________________________
Telephone Number: ______________________________________________________________
Date: __________________________________________________________________________
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a firm which is a member of a registered national
securities exchange or of the National Associates of Securities Dealers, Inc.,
or is a commercial bank or trust company having an office or correspondent in
the United States, or is otherwise an "eligible guarantor institution" within
the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended, guarantees deposit with the Exchange Agent of the Letter of Transmittal
(or facsimile thereof), together with the Existing Notes tendered hereby in
proper form for transfer (or confirmation of the book-entry transfers of such
Existing Notes into the Exchange Agent's account at the book-entry transfer
facility described in the Prospectus under the caption "The Exchange
Offer--Procedures for Tendering" and in the Letter of Transmittal) and any other
required documents, all by 5:00 p.m., New York City time, within three New York
Stock Exchange ("NYSE") trading days after the date of execution of this Notice
of Guaranteed Delivery.
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SIGN HERE
Name of firm: __________________________________________________________________
Authorized Signature: __________________________________________________________
Name (PLEASE PRINT): ___________________________________________________________
Address: _______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
Telephone Number: ______________________________________________________________
Date: __________________________________________________________________________
DO NOT SEND EXISTING NOTES WITH THIS FORM. ACTUAL SURRENDER OF EXISTING NOTES
MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, AN EXECUTED LETTER OF
TRANSMITTAL.
INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
1. Delivery of this Notice of Guaranteed Delivery. A properly
completed and duly executed copy of this Notice of Guaranteed Delivery and any
other documents required by this Notice of Guaranteed Delivery must be received
by the Exchange Agent at its address set forth herein prior to 5:00 p.m., New
York City time, on the Expiration Date. The method of delivery of this Notice
of Guaranteed Delivery and any other required documents to the Exchange Agent is
at the election and risk of the holder and the delivery will be deemed made only
when actually received by the Exchange Agent. If delivery is by mail,
registered or certified mail properly insured, with return receipt requested, is
recommended. In all cases sufficient time should be allowed to assure timely
delivery. For a description of the guaranteed delivery procedure, see
Instruction 1 of the Letter of Transmittal.
2. Signatures on this Notice of Guaranteed Delivery. If this Notice
of Guaranteed Delivery is signed by the registered holder(s) of the Existing
Notes referred to herein, the signature must correspond with the name(s) written
on the face of the Existing Notes without alteration, enlargement, or any change
whatsoever. If this Notice of Guaranteed Delivery is signed by a participant of
the book-entry transfer facility whose name appears on a security position
listing as the owner of Existing Notes, the signature must correspond with the
name shown on the security position listing as the owner of the Existing Notes.
If this Notice of Guaranteed Delivery is signed by a person other than
the registered holder(s) of any Existing Notes listed or a participant of the
book-entry transfer facility, this Notice of Guaranteed Delivery must be
accompanied by appropriate bond powers, signed as the name of the registered
holder(s) appears on the
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Existing Notes or signed as the name of the participant shown on the book-entry
transfer facility's security position listing.
If this Notice of Guaranteed Delivery is signed by a trustee,
executor, administrator, guardian, attorney-in-fact, officer of a corporation,
or other person acting in a fiduciary or representative capacity, such person
should so indicate when signing.
3. Requests for Assistance or Additional Copies. Questions and
requests for assistance and requests for additional copies of the Prospectus may
be directed to the Exchange Agent at the address specified in the Prospectus.
Holders may also contact their broker, dealer, commercial bank, trust company,
or other nominee for assistance concerning the Exchange Offer.
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