EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY FOR
COMPASS AEROSPACE CORPORATION
This form or one substantially equivalent hereto must be used to accept the
exchange offer of Compass Aerospace Corporation ("Compass") made pursuant to the
prospectus, dated [_________], 1999, if:
- - certificates for outstanding notes of Compass are not immediately
available, or
- - the procedure for book-entry transfer cannot be completed on a timely
basis, or
- - time will not permit all required documents to reach 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 Bank of New York (the "Exchange
Agent") as set forth below. In addition, in order to utilize the guaranteed
delivery procedure to tender outstanding notes pursuant to the exchange
offer, a completed, signed and dated letter of transmittal relating to the
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 are defined in the prospectus.
IBJ WHITEHALL BANK & TRUST COMPANY, EXCHANGE AGENT
IF BY OVERNIGHT CARRIER IF BY REGISTERED OR IF BY FACSIMILE:
OR BY HAND: CERTIFIED MAIL:
IBJ Whitehall Bank & IBJ Whitehall Bank & (212) 858-2611
Trust Company Trust Company
One State Street P.O. Box 84
New York, New York 10004 Bowling Green Station CONFIRM BY TELEPHONE:
Attention: Securities New York, New York
Processing 10274-0084
Window, Attention: Reorganization (212) 858-2103
Subcellar Department
One, (SC-1)
For Information Call:
(212) 858-2103
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF INSTRUCTIONS 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 and the
accompanying letter of transmittal, the undersigned hereby tenders to the
Company the principal amount of outstanding notes set forth below, pursuant
to the guaranteed delivery procedure described in "The Exchange
Offer--Guaranteed Delivery Procedures" section of the prospectus. By so
tendering, the undersigned does make, at and as of the date hereof, the
representations and warranties of a tendering holder of outstanding notes set
forth in the letter of transmittal.
Principal Amount At Maturity of Outstanding Notes
Tendered:(*)
$______________________________________________
Certificate Nos. (if available):
_______________________________________________
Total Principal Amount at Maturity Represented
by Outstanding Notes Certificate(s)
$______________________________________________
If outstanding notes will be delivered by book-entry transfer
to The Depository Trust Company, provide account number.
Account Number_____________________________
________________________
(*) Must be in denominations of principal amount at maturity of $1,000 and any
integral multiple thereof.
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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 _____________________________________ ______________
Signature(s) of Owner(s) Date
or Authorized Signatory
Area Code and Telephone Number:_____________________________________________
Must be signed by the holder(s) of the outstanding notes as their name(s)
appear(s) on certificates for outstanding 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
The undersigned, a member of a registered national securities exchange, or a
member 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 Institution within the meaning of Rule
17(A)(d)-15 under the Securities Exchange Act of 1934, as amended, hereby
guarantees that the certificates representing the principal amount of
outstanding notes tendered hereby in proper form for transfer, or timely
confirmation of the book-entry transfer of such outstanding 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 a properly completed and duly
executed letter of transmittal (or a manually signed facsimile thereof) with
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 three business days after the date of
execution hereof.
___________________________________ __________________________________________
Name of Firm Authorized Signature
___________________________________ ________________________________________
Address Title
___________________________________ Name:_________________________________
Zip Code (Please Type or Print)
Area Code and Telephone No.________ Dated:_________________________________
NOTE: DO NOT SEND CERTIFICATES FOR OUTSTANDING NOTES WITH THIS FORM.
CERTIFICATES FOR OUTSTANDING NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF
TRANSMITTAL.