Exhibit 99.2
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF ALL OUTSTANDING
10 7/8% SENIOR SUBORDINATED NOTES DUE 2009
IN EXCHANGE FOR
NEW 10 7/8% SENIOR SUBORDINATED NOTES DUE 2009
OF
RUSSELL - STANLEY HOLDINGS, INC.
Registered holders of outstanding 10 7/8% Senior Subordinated Notes due
2009 (the "Outstanding Notes") who wish to tender their Outstanding Notes in
exchange for a like principal amount of new 10 7/8% Senior Subordinated Notes
due 2009 (the "Exchange Notes") and whose Outstanding Notes are not
immediately available or who cannot deliver their Outstanding Notes and
Letter of Transmittal (and any other documents required by the Letter of
Transmittal) to The Bank of New York (the "Exchange Agent") prior to the
Expiration Date, or who cannot complete the procedures for book-entry
transfer prior to the Expiration Date or who cannot comply with the
applicable procedures under the Depository Trust Company's Automated Tender
Offer Program prior to the Expiration Date, as applicable, may use this
Notice of Guaranteed Delivery or one substantially equivalent hereto. This
Notice of Guaranteed Delivery may be delivered by hand or sent by facsimile
transmission (receipt confirmed by telephone and an original delivered by
guaranteed overnight courier) or mail to the Exchange Agent. See "The
Exchange Offer--Procedures for Tendering" in the Prospectus.
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
THE BANK OF NEW YORK
BY HAND DELIVERY: BY MAIL:
The Bank of New York (INSURED OR REGISTERED RECOMMENDED)
101 Barclay Street The Bank of New York
New York, New York 10286 101 Barclay Street
Attn: Reorganization Unit New York, New York 10286
Attn: Reorganization Unit
BY OVERNIGHT COURIER: BY FACSIMILE:
The Bank of New York (212) 815-6339
101 Barclay Street Attn: Reorganization Unit
New York, New York 10286
Attn: Reorganization Unit CONFIRM BY TELEPHONE:
(212) 815-
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN
AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE TRANSMISSION 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 a signature on a Letter of Transmittal is required to be
guaranteed by an eligible institution (as defined in the Prospectus), such
signature guarantee must appear in the applicable space provided on the Letter
of Transmittal for Guarantee of Signatures.
2
Ladies and Gentlemen:
The undersigned hereby tenders the principal amount of Outstanding
Notes indicated below, upon the terms and subject to the conditions contained in
the Prospectus dated , 1999 of Russell-Stanley Holdings, Inc. (the
"Prospectus"), receipt of which is hereby acknowledged.
DESCRIPTION OF OUTSTANDING NOTES TENDERED
NAME OF TENDERING NAME AND ADDRESS OF CERTIFICATE NUMBER(S) PRINCIPAL AMOUNT OF
HOLDER REGISTERED HOLDER AS IT OF OUTSTANDING NOTES OUTSTANDING NOTES
APPEARS ON THE TENDERED (OR ACCOUNT TENDERED
OUTSTANDING NOTES (PLEASE PRINT) NUMBER AT BOOK-
ENTRY FACILITY)
_________________ ________________________________ _____________________ ___________________
_________________ ________________________________ _____________________ ___________________
_________________ ________________________________ _____________________ ___________________
_________________ ________________________________ _____________________ ___________________
SIGN HERE
NAME OF REGISTERED OR ACTING HOLDER: __________________________________________
SIGNATURE(S): _________________________________________________________________
NAME(S) (PLEASE PRINT): _______________________________________________________
ADDRESS: ______________________________________________________________________
_______________________________________________________________________________
TELEPHONE NUMBER: _____________________________________________________________
DATE: _________________________________________________________________________
3
IF OUTSTANDING NOTES WILL BE TENDERED BY BOOK-ENTRY TRANSFER, PROVIDE
THE FOLLOWING INFORMATION:
DTC ACCOUNT NUMBER: _________________________________________________
DATE: _______________________________________________________________
THE FOLLOWING GUARANTEE MUST BE COMPLETED
GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member of a recognized signature guarantee medallion
program within the meaning of Rule 17Ad-15 under the Securities Exchange Act of
1934, as amended, hereby guarantees to deliver to the Exchange Agent at one of
its addresses set forth on the reverse hereof, the certificates representing the
Outstanding Notes (or a confirmation of book-entry transfer of such Outstanding
Notes into the Exchange Agent's account at the book-entry transfer facility),
together with a properly completed and duly executed Letter of Transmittal (or
facsimile thereof), with any required signature guarantees, and any other
documents required by the Letter of Transmittal within three New York Stock
Exchange trading days after the Expiration Date (as defined in the Letter of
Transmittal).
Name of Firm: _______________________ ____________________________
(Authorized Signature)
Address: ___________________ Title: _____________________
____________________________ Name: ______________________
(Zip Code) (Please type or print)
Area Code and Telephone No.: Date: ______________________
____________________________
NOTE: DO NOT SEND OUTSTANDING NOTES WITH THIS NOTICE OF GUARANTEED
DELIVERY. OUTSTANDING NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.