Exhibit 99.2
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
10-1/2% SENIOR SUBORDINATED NOTES DUE 2009, SERIES A
IN EXCHANGE FOR
10-1/2% SENIOR SUBORDINATED NOTES DUE 2009, SERIES B
OF
ATRIUM COMPANIES, INC.
This form, or one substantially equivalent hereto must be used by a
holder to accept the Exchange Offer of Atrium Companies, Inc., a Delaware
corporation (the "Company"), and, in connection therewith, who wishes to
tender 10-1/2% Senior Subordinated Notes due 2009, Series A (the "Outstanding
Notes") to the Exchange Agent pursuant to the guaranteed delivery procedures
described in "The Exchange Offer-- Guaranteed Delivery Procedures" of the
Company's Prospectus, dated August __, 1999 (the "Prospectus") and in
Instruction 2 to the related Letter of Transmittal. Any holder who wishes to
tender Outstanding Notes pursuant to such guaranteed delivery procedures must
ensure that the Exchange Agent receives this Notice of Guaranteed Delivery
prior to the Expiration Date (as defined below) of the Exchange Offer.
Capitalized terms used but not defined herein have the meanings ascribed to
them in the Prospectus or the Letter of Transmittal.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
SEPTEMBER __, 1999, UNLESS EXTENDED (THE "EXPIRATION DATE"). OUTSTANDING
NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO
THE EXPIRATION DATE.
The Exchange Agent for the Exchange Offer is:
BY REGISTERED OR CERTIFIED MAIL OR OVERNIGHT COURIER:
State Street Bank and Trust Company
Corporate Trust Division
P.O. Box 778
Boston, MA 02102-0778
Attn: Kellie Mullen
BY FACSIMILE:
(FOR ELIGIBLE INSTITUTIONS ONLY)
(617) 662-1452
CONFIRM BY TELEPHONE:
(617) 662-1523
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY 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.
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" UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE BOX
ON THE LETTER OF TRANSMITTAL FOR GUARANTEE OF SIGNATURES.
This Notice of Guaranteed Delivery must be signed by the Holder(s)
exactly as their name(s) appear on certificates for Outstanding Notes or on a
security position listing as the owner of Outstanding Notes, or by person(s)
authorized to become 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 must provide the
following information:
PLEASE PRINT NAME(S) AND ADDRESS(ES) AND OTHER INFORMATION
Name(s):
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Capacity:
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Address(es):
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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 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 sole
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 mail with
return receipt requested, properly insured, is recommended. As an alternative
to delivery by mail, the holders may wish to consider using an overnight or
hand delivery service. In all cases, sufficient time should be allowed
to assure timely delivery. For a description of the guaranteed delivery
procedures, see Instruction 2 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 Outstanding
Notes, the signature must correspond with the name(s) written on the face of
the Outstanding 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 the Outstanding Notes, the signature must correspond
with the name shown on the security position listing as the owner of the
Outstanding Notes.
If this Notice of Guaranteed Delivery is signed by a person other than
the registered holder(s) of any Outstanding 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 Private
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 and submit with the Letter of
Transmittal evidence satisfactory to the Company of such person's
authority to so act.
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.
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 related Letter
of Transmittal, the Outstanding Notes indicated below pursuant to the
guaranteed delivery procedures set forth in the Prospectus under the caption
"Guaranteed Delivery Procedures."
Name(s) of Registered Holder(s):
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(PLEASE PRINT OR TYPE)
Signature(s):
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Address(es):
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Area Code(s) and Telephone Number(s):
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Account Number:
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Date:
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Certificate No(s). Principal Amount of
(if available) Outstanding Notes Tendered*
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* Must be integral multiples of $1,000 principal amount at maturity.
GUARANTEES:
(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 Association 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, guarantees deposit with the Exchange Agent of the Letter of
Transmittal (or facsimile thereof), together with the Outstanding Notes
tendered hereby in proper form for transfer (or confirmation of the
book-entry transfer of such Outstanding Notes into the Exchange Agent's
account at the Book-Entry Transfer Facility described in the prospectus under
the caption "The Exchange Offer-Guaranteed Delivery Procedures" and in the
Letter of Transmittal and any other documents, all by 5:00 p.m., New York
City time, within three New York Stock Exchange trading days following the
Expiration Date.
Name of Firm
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(AUTHORIZED SIGNATURE)
Address: Name:
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(INCLUDE ZIP CODE)
Title: Area Code and Tel. Number
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(PLEASE TYPE OR PRINT)
Date: ,19
DO NOT SEND OUTSTANDING NOTES WITH THIS FORM. ACTUAL SURRENDER OF
OUTSTANDING NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY A PROPERLY
COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED
DOCUMENTS.