Exhibit 99.2
NOTICE OF GUARANTEED DELIVERY
FOR
12% SENIOR NOTES DUE 2006
OF
PENHALL INTERNATIONAL CORP.
As set forth in the Prospectus dated _____________, 1998 (the
"Prospectus") of Penhall International Corp. (the "Company") and in the
accompanying Letter of Transmittal (the "Letter of Transmittal"), this form or
one substantially equivalent hereto must be used to accept the Company's offer
to exchange (the "Exchange Offer") all of its outstanding 12% Senior Notes due
2006 (the "Existing Notes") for its 12% Senior Notes due 2006 which have been
registered under the Securities Act of 1933, as amended, if certificates for the
Existing Notes are not immediately available or if the Existing Notes, the
Letter of Transmittal or any other documents required thereby cannot be
delivered to the Exchange Agent, or the procedure for book-entry transfer cannot
be completed, prior to 5:00 P.M., New York City time, on the Expiration Date (as
defined below). This form may be delivered by an Eligible Institution by hand or
transmitted by facsimile transmission, overnight courier or mail to the Exchange
Agent as set forth below. Capitalized terms used but not defined herein have the
meaning given to them in the Prospectus.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
_____________, 1998, UNLESS THE OFFER IS EXTENDED (THE "EXPIRATION DATE").
TENDERS OF EXISTING NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M. ON THE
EXPIRATION DATE.
To: United States Trust Company of New York
The Exchange Agent
By Mail: By Hand before 4:30 p.m.:
United States Trust Company United States Trust Company of New York
of New York 111 Broadway
P.O. Box 843 Cooper Station New York, New York 10006
New York, New York 10276 Attention: Lower Level, Corporate
Attention: Corporate Trust Services Trust Window
By Facsimile:
By Overnight Courier and by Hand (212) 780-0592
after 4:30 p.m.: Attention: Customer Service
United States Trust Company
of New York Confirm by Telephone:
770 Broadway, 13th Floor (800) 548-6565
New York, New York 10003
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF
INSTRUCTIONS VIA FACSIMILE, OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A
VALID DELIVERY.
This form is not to be used to guarantee signatures. If a signature on
the Letter of Transmittal to be used to tender Existing Notes is required to be
guaranteed by an "Eligible Institution" under the instructions thereto, such
signature guarantee must appear in the space provided therefor in the Letter of
Transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders to the Company, upon the terms and
subject to the conditions set forth in the Prospectus and the Letter of
Transmittal (which together constitute the "Exchange Offer"), receipt of
which are hereby acknowledged, ________________ (fill in number of Existing
Notes) Existing Notes pursuant to the guaranteed delivery procedures set
forth in the Prospectus and Instruction 1 of the Letter of Transmittal.
The undersigned understands that tenders of Existing Notes will be
accepted only in principal amounts equal to $1,000 or integral multiples
thereof. The undersigned understands that tenders of Existing Notes pursuant to
the Exchange Offer may not be withdrawn after 5:00 p.m., New York City time, on
the Expiration Date.
All authority herein conferred or agreed to be conferred by this Notice
of Guaranteed Delivery shall survive the death, incapacity or dissolution 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.
NOTE: SIGNATURES MUST BE PROVIDED WHERE INDICATED BELOW.
Certificate No(s). for Existing Notes Name(s) of Record Holder(s):
(if available):
_____________________________________ ____________________________
_____________________________________ ____________________________
PLEASE PRINT OR TYPE
Principal Amount of Existing Notes:
Address:
_____________________________________ _____________________________
_____________________________
If Existing Notes will be delivered Area code and
by book-entry transfer at the Tel. No._____________________
Depository Trust Company, Depository
Account No.:
_____________________________________
Signature(s):
_____________________________
_____________________________
Dated:_________________, 1998
This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of Existing Notes exactly as its (their) name(s) appear(s) on the
certificate(s) for Existing Notes covered hereby or on a DTC security position
listing naming it (them) as the owner of such Existing Notes, or by person(s)
authorized to become registered 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(s) must
provide the following information:
Please print name(s), title(s) and address(es)
Name(s): ______________________________________________________________________
Capacity(ies): ________________________________________________________________
Address(es): __________________________________________________________________
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., or a
commercial bank or trust company having an office or correspondent in the United
States or an "Eligible Guarantor Institution" as defined in Rule 17Ad-15 under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby (a)
represents that the tender of Existing Notes effected hereby complies with Rule
14e-4 under the Exchange Act and (b) guarantees to deliver to the Exchange Agent
a certificate or certificates representing the Existing Notes tendered hereby,
in proper form for transfer (or a confirmation of the book-entry transfer of
such Existing Notes into the Exchange Agent's account at DTC, pursuant to the
procedures for book-entry transfer set forth in the Prospectus), and a properly
completed and duly executed Letter of Transmittal (or manually signed facsimile
thereof) together with any required signatures and any other required documents,
at one of the Exchange Agent's addresses set forth above, within five New York
Stock Exchange trading days after the date of execution of this Notice of
Guaranteed Delivery.
THE UNDERSIGNED ACKNOWLEDGES THAT IT MUST DELIVER THE LETTER OF
TRANSMITTAL AND EXISTING NOTES TENDERED HEREBY TO THE EXCHANGE AGENT WITHIN THE
TIME PERIOD SPECIFIED FORTH ABOVE AND THAT ANY FAILURE TO DO SO COULD RESULT IN
FINANCIAL LOSS TO THE UNDERSIGNED.
Name of Firm:________________________ ____________________________________
Authorized Signatures
Address:_____________________________ Name:_______________________________
Please Print or Type
_____________________________________ Title:______________________________
Zip Code
Area Code
and Tel. No.:________________________ Date:__________________________, 1998
NOTE: DO NOT SEND EXISTING NOTES WITH THIS FORM; EXISTING NOTES SHOULD BE
SENT WITH YOUR LETTER OF TRANSMITTAL SO THAT THEY ARE RECEIVED BY THE
EXCHANGE AGENT WITHIN THE TIME PERIOD SPECIFIED FORTH ABOVE.