EX-99.02 5 a2054259zex-99_02.txt NOTICE OF GUARANTEED DELIVERY NOTICE OF GUARANTEED DELIVERY FOR TENDER OF ANY AND ALL OUTSTANDING REGISTERED 11 1/4% SENIOR SUBORDINATED NOTES DUE 2008, SERIES B AND UNREGISTERED 11 1/4% SENIOR SUBORDINATED NOTES DUE 2008, SERIES C (THE "EXISTING NOTES") OF GREAT LAKES DREDGE & DOCK CORPORATION As set forth in the Prospectus dated , 2001 (the "Prospectus") of Great Lakes Dredge & Dock Corporation and in the accompanying Letter of Transmittal (the "Letter of Transmittal") this Notice of Guaranteed Delivery, or one substantially equivalent to this form, must be used to accept the Exchange Offer (as defined below) if (i) certificates for Registered 11 1/4% Senior Subordinated Notes due 2008, Series B or Unregistered 11 1/4% Senior Subordinated Notes, Series C (together, the "Existing Notes") of Great Lakes Dredge & Dock Corporation are not immediately available, (ii) Existing Notes, the Letter of Transmittal and all other required documents cannot be delivered to The Bank of New York (the "Exchange Agent") on or prior to 5:00 P.M. New York City time, on the Expiration Date (as defined in the Prospectus) or (iii) the procedures for delivery by book-entry transfer cannot be completed on a timely basis. This Notice of Guaranteed Delivery may be delivered by hand, overnight courier or mail, or transmitted by facsimile transmission, to the Exchange Agent. See "The Exchange Offer--Procedures for Tendering Existing Notes" in the Prospectus. In addition, in order to utilize the guaranteed delivery procedure to tender Existing Notes pursuant to the Exchange Offer, a completed, signed and dated Letter of Transmittal relating to the Existing 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 have the meanings assigned to them in the Prospectus. The Exchange Agent For The Exchange Offer Is: THE BANK OF NEW YORK BY REGISTERED OR FACSIMILE BY HAND OR OVERNIGHT CERTIFIED MAIL: TRANSMISSIONS: DELIVERY: (Eligible Institutions Only) The Bank of New York The Bank of New York (212) 815-6339 101 Barclay Street 101 Barclay Street, 7E Corporate Trust New York, New York 10286 Services Window Attn: Reorganization Section TO CONFIRM BY TELEPHONE OR FOR Ground Level INFORMATION CALL: New York, New York 10286 (212) 815-6333 Attn: Reorganization Section
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 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 SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE 1 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. 2 LADIES AND GENTLEMEN: The undersigned hereby tenders to Great Lakes Dredge & Dock Corporation, a Delaware Corporation upon the terms and subject to the conditions set forth in the Prospectus dated _________, 2001 (as the same may be amended or supplemented from time to time, the "Prospectus"), and the related Letter of Transmittal (which together constitute the "Exchange Offer"), receipt of which is hereby acknowledged, the aggregate principal amount of Existing Notes set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption "The Exchange Offer--Procedures for Tendering Existing Notes." ________________________________________________________________________________ AGGREGATE PRINCIPAL AMOUNT ________________________________________________________________________________ NAME(S) OF REGISTERED HOLDER(S): Amount Tendered: $ _____________________________________________________________ Certificate No(s) if available): _________________________________________________________________ ________________________________________________________________________________ (TOTAL PRINCIPAL AMOUNT REPRESENTED BY EXISTING NOTES CERTIFICATE(S) If Existing Notes will be tendered by book-entry transfer, provide the following information: DTC Account Number: ____________________________________________________________ Date: __________________________________________________________________________ ________________________________________________________________________________ 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. ________________________________________________________________________________ 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 Existing Notes as their name(s) appear(s) on certificates for Existing Notes or on a security position listing, or by person(s) authorized to become registered holder(s) 3 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): ___________________________________________________________________ ___________________________________________________________________ ___________________________________________________________________ 4 GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE) The undersigned, a firm or other entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, as an "eligible guarantor institution," including (as such terms are defined therein): (i) a bank; (ii) a broker, dealer, municipal securities broker, municipal securities dealer, government securities broker, government securities dealer; (iii) a credit union; (v) a national securities exchange, registered securities association or clearing agency; or (v) a savings association that is a participant in a Securities Transfer Association recognized program (each of the foregoing being referred to as an "Eligible Institution"), hereby guarantees to deliver to the Exchange Agent, at one of its addresses set forth above, either the Existing Notes tendered hereby in proper form for transfer, or confirmation of the book-entry transfer of such Existing Notes to the Exchange Agent's account at The Depository Trust Company ("DTC"), pursuant to the procedures for book- entry transfer set forth in the Prospectus, in either case together with one or more properly completed and duly executed Letter(s) or Transmittal (or facsimile thereof) and any other required documents within five business days after the date of execution of this Notice of Guaranteed Delivery. THE UNDERSIGNED ACKNOWLEDGES THAT IT MUST DELIVER THE LETTER(S) OF TRANSMITTAL AND THE EXISTING NOTES TENDERED HEREBY TO THE EXCHANGE AGENT WITHIN THE TIME PERIOD SET FORTH ABOVE AND THAT FAILURE TO DO SO COULD RESULT IN A FINANCIAL LOSS TO THE UNDERSIGNED. Name of Firm: ________________________ ___________________________________ Authorized Signature Address: _____________________________ Name ______________________________ Zip Code (Please Type or Print) Area Code and Tel. No.: ______________________ Date: ____________________ , 2001 NOTE: DO NOT SEND CERTIFICATES FOR EXISTING NOTES WITH THIS FORM. CERTIFICATES FOR EXISTING NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL. 5