Exhibit 99.2
NOTICE OF GUARANTEED DELIVERY
AEARO COMPANY I
Offer To Exchange 8 1/4% Senior Notes Due 2012
Which Have Been Registered Under The Securities Act of 1933
For Any And All Outstanding
8 1/4% Senior Notes Due 2012
This Notice of Guaranteed Delivery, or one substantially equivalent to
this form, must be used to tender Old Notes pursuant to the Exchange Offer
described in the Prospectus dated , 2004 (as the same may be amended or
supplemented from time to time, the "Prospectus") of Aearo Company I (the
"Company"), if certificates for the Old Notes are not immediately available, or
time will not permit the Old Notes, the Letter of Transmittal and all other
required documents to be delivered to J.P. Morgan Trust Company, National
Association (the "Exchange Agent") prior to 5:00 p.m., New York City time, on
, 2004 or such later date and time to which the Exchange Offer may be
extended (the "Expiration Date"), or the procedures for delivery by book-entry
transfer cannot be completed on a timely basis. This Notice of Guaranteed
Delivery, or one substantially equivalent to this form, must be delivered by
hand or sent by facsimile transmission or mail to the Exchange Agent, and must
be received by the Exchange Agent prior to the Expiration Date. See "The
Exchange Offer--Guaranteed Delivery Procedures" in the Prospectus. Capitalized
terms used but not defined herein shall have the same meaning given them in the
Prospectus.
The Exchange Agent for the Exchange Offer is:
J.P. Morgan Trust Company, National Association
By Overnight Delivery or Registered
or Certified Mail: By Hand Delivery:
J.P. Morgan Trust Company, National Association J.P. Morgan Trust Company, National Association
Institutional Trust Services Institutional Trust Services
2001 Bryan Street 2001 Bryan Street
9th Floor 9th Floor
Dallas, TX 75201 Dallas, TX 75201
Attention: Frank Ivins Attention: Frank Ivins
Facsimile Transmission Number
(Eligible Institutions Only):
(214) 468-6494
(Attention: Frank Ivins)
Confirm Receipt of Facsimile by Telephone:
(214) 468-6464
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA
FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES 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
signature box on the Letter of Transmittal.
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 Old Notes set forth below pursuant to the
guaranteed delivery procedure described in the Prospectus under the heading "The
Exchange Offer--Guaranteed Delivery Procedures".
Principal Amount of Old Notes Tendered*: $_____________________________________
Certificate Nos. (if available):_______________________________________________
Total Principal Amount Represented by Old Notes Certificate(s): $______________
If Old Notes will be delivered by book-entry transfer to The Depository Trust
Company, provide account number.
Account Number:________________________________________________________________
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.
* Must be in denominations of principal amount of $1,000 and any integral
multiple thereof.
_______________________________________________________________________________
PLEASE SIGN HERE
X __________________________________ _________________________________
X __________________________________ _________________________________
Signature(s) of Owner(s) or Date
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): __________________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
THE GUARANTEE ON THE NEXT PAGE MUST BE COMPLETED
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., a
commercial bank or trust company having an office or a correspondent in the
United States or an "eligible guarantor institution" within the meaning of Rule
17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees
that the undersigned will deliver to the Exchange Agent the certificates
representing the Old Notes being tendered hereby in proper form for transfer or
a confirmation of book-entry transfer of such Old Notes into the Exchange
Agent's account at the book-entry transfer facility of The Depository Trust
Company with delivery of a properly completed and duly executed Letter of
Transmittal (or facsimile thereof), with any required signature guarantees and
any other required documents, all within three New York Stock Exchange trading
days after the date of execution of the Notice of Guaranteed Delivery.
The undersigned acknowledges that it must deliver the Letter of
Transmittal and Old Notes tendered hereby to the Exchange Agent within the time
period set forth above and that failure to do so could result in financial loss
to the undersigned.
__________________________________ ___________________________________
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.