EX-99.2 12 b79208exv99w2.htm EX-99.2 FORM OF NOTICE OF GUARANTEED DELIVERY exv99w2
Exhibit 99.2
 
NOTICE OF GUARANTEED DELIVERY

Altra Holdings, Inc.
OFFER TO EXCHANGE ALL OUTSTANDING

81/8% Senior Secured Notes due 2016
FOR NEWLY ISSUED
81/8% Senior Secured Notes due 2016
That Have Been Registered Under
the Securities Act of 1933
 
This Notice of Guaranteed Delivery or one substantially equivalent hereto must be used by registered holders of outstanding 81/8% Senior Secured Notes due 2016 (the “Original Notes”) of Altra Holdings, Inc. (the “Issuer”), Altra Industrial Motion, Inc., American Enterprises MPT Corp., American Enterprises MPT Holdings, LLC, Ameridrives International, LLC, Boston Gear LLC, Formsprag LLC, Inertia Dynamics, LLC, Kilian Manufacturing Corporation, Nuttall Gear LLC, TB Wood’s Incorporated, TB Wood’s Corporation, TB Wood’s Enterprises, Inc., Warner Electric LLC, Warner Electric Technology LLC and Warner Electric International Holding, Inc. who wish to tender their Original Notes in exchange for a like principal amount of newly issued 81/8% Senior Secured Notes due 2016 of the Issuer registered under the Securities Act of 1933, as amended, pursuant to the exchange offer described in the Prospectus, dated          , 2010 (as the same may be amended or supplemented from time to time, the “Prospectus”), if the holder’s Original Notes are not immediately available or if such holder cannot deliver its Original Notes and Letter of Transmittal (and any other documents required by the Letter of Transmittal) to The Bank of New York Mellon Trust Company, N.A. (the “Exchange Agent”) prior to 5:00 p.m., New York City time, on          , 2010, or such later date and time to which the exchange offer may be extended (the “Expiration Date”). This Notice of Guaranteed Delivery or one substantially equivalent hereto 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, and must be received by the Exchange Agent prior to the Expiration Date. See “The Exchange Offer — Procedures for Tendering — Guaranteed Delivery Procedures” in the Prospectus.
 
The Exchange Agent for the Exchange Offer is:
 
The Bank of New York Mellon Trust Company, N.A.
 
By Registered or Certified Mail, by Hand or by Overnight Courier:
101 Barclay Street, 7 East
New York, New York 10286
Attention: Corporate Trust Operations
 
By Facsimile:
(212) 298-1915
 
By Telephone:
 
(212) 815-5098
 
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.

 

Ladies and Gentlemen:
 
The undersigned hereby tenders to the Issuers the principal amount of Original Notes indicated below, upon the terms and subject to the conditions contained in the Prospectus and the Letter of Transmittal, receipt of which is hereby acknowledged.
 
                   
DESCRIPTION OF ORIGINAL NOTES TENDERED
      Name and Address of
 		    Certificate
 		     
      Registered Holder as it
 		    Number(s) for
 		    Principal Amount of
      appears on the Original
 		    Original Notes
 		    Original Notes
Name of Tendering Holder     Notes (Please print)     Tendered     Tendered
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   


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PLEASE SIGN HERE
 
X
 
X
 
X
Signature(s) of Holder(s)
 
X
 
X
 
X
Date
 
Must be signed by the holder(s) of Original Notes as their name(s) appear(s) on certificates for Original 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):
 
 
 
 
 
o      The Depository Trust Company
(Check if Original Notes will be tendered by book-entry transfer)
Account Number: ­ ­
 
THE GUARANTEE ON THE FOLLOWING PAGE MUST BE COMPLETED


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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 its address set forth above, the certificates representing the Original Notes (or a confirmation of book-entry transfer of such Original Notes into the Exchange Agent’s account at The Depository Trust Company), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guaranteed, and any other documents required by the Letter of Transmittal within three New York Stock Exchange trading days after the date of execution of this Notice of Guaranteed Delivery.
 
     
Name of Firm: ­ ­
 
(Authorized Signature)
     
Address: ­ ­
  Title: ­ ­
     
(Zip Code)
   Name: ­ ­(Please type or print)
     
(Area Code and Telephone No.)
   Date: ­ ­
 
 
NOTE: DO NOT SEND ORIGINAL NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. ORIGINAL NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.


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