Exhibit 99.2
NOTICE OF GUARANTEED DELIVERY FOR
OUTSOURCING SERVICES GROUP, INC.
This form or one substantially equivalent hereto must be used to accept the
Exchange Offer of Outsourcing Services Group, Inc. (the "Company") made pursuant
to the prospectus, dated ____________, 1998 (the "Prospectus"), if certificates
for the outstanding 107/8% Senior Subordinated Notes due 2006 of the Company
(the "Old Notes") are not immediately available or if the procedure for
book-entry transfer cannot be completed on a timely basis or time will not
permit all required documents to reach U.S. Bank Trust National Association, as
exchange agent (the "Exchange Agent") prior to 5:00 p.m., New York City time, on
the Expiration Date of the Exchange Offer. Such form may be delivered or
transmitted by facsimile transmission, mail or hand delivery to the Exchange
Agent as set forth below. In addition, in order to utilize the guaranteed
delivery procedure to tender Old Notes pursuant to the Exchange Offer, a
completed, signed and dated Letter of Transmittal (or facsimile thereof) must 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 are defined in the
Prospectus.
DELIVERY TO: U.S. Bank Trust National Association, EXCHANGE AGENT
BY MAIL, OVERNIGHT COURIER OR HAND DELIVERY:
U.S. Bank Trust National Association
Attn: Specialized Finance
180 East Fifth Street
St. Paul, Minnesota 55101
BY FACSIMILE TRANSMISSION:
(FOR ELIGIBLE INSTITUTIONS ONLY)
(651) 244-1537
Attention: Specialized Finance
CONFIRM BY TELEPHONE:
(651) 244-0721
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF THIS INSTRUMENT VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE,
WILL NOT CONSTITUTE A VALID DELIVERY.
Ladies and Gentlemen:
Upon the terms and conditions set forth in the Prospectus, the undersigned
hereby tenders to the Company the principal amount of Old Notes set forth below
pursuant to the guaranteed delivery procedure described in "The Exchange
Offer--Guaranteed Delivery Procedures" section of the Prospectus.
Principal Amount of Old Notes
Tendered:*(1)
$_______________________________________
Certificate Nos. (if available):
If Old Notes will be delivered by
________________________________________ book-entry transfer to The
Depository Trust Company, provide
account number.
Total Principal Amount Represented by
Old Notes Certificate(s):
$_______________________________________ Account Number ___________________
_______________________________________________________________________________
- ------------------
*(1) Must be in denominations of principal amount of $1,000 and any integral
multiple thereof.
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.
_______________________________________________________________________________
PLEASE SIGN HERE
X ______________________________ ____________
X ______________________________ ____________
Signature(s) of Owner(s) Date
or Authorized Signatory
Area Code and Telephone Number: __________________________
Must be signed by the holder(s) of Old Notes as their name(s) appear(s) on
certificates for Old 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):__________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a financial institution (including most banks, savings and
loan associations and brokerage houses) that is a participant in the Securities
Transfer Agents Medallion Program, the New York Stock Exchange Medallion
Signature Program or the Stock Exchanges Medallion Program, hereby guarantees
that the certificates representing the principal amount of Old Notes tendered
hereby in proper form for transfer, or timely confirmation of the book-entry
transfer of such Old Notes into the Exchange Agent's account at The Depository
Trust Company pursuant to the procedures set forth in "The Exchange
Offer--Guaranteed Delivery Procedures" section of the Prospectus, together with
one or more properly completed and duly executed Letters of Transmittal (or
facsimile thereof or Agent's Message in lieu thereof) and any required signature
guarantee and any other documents required by the Letter of Transmittal, will be
received by the Exchange Agent at the address set forth above, no later than
five New York Stock Exchange trading days after the Expiration Date.
____________________________________ _______________________________________
Name of Firm Authorized Signature
____________________________________ _______________________________________
Address Title
____________________________________ Name:__________________________________
Zip Code (Please Type or Print)
Area Code and Tel. No.______________ Dated: ________________________________
NOTE: DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. CERTIFICATES
FOR OLD NOTES SHOULD BE SENT ONLY WITH A COPY OF YOUR PREVIOUSLY
EXECUTED LETTER OF TRANSMITTAL.