EX-99.2 6 dex992.htm FORM OF NOTICE OF GUARANTEED DELIVERY Form of Notice of Guaranteed Delivery

Exhibit 99.2

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

 

NOTICE OF GUARANTEED DELIVERY

for

Tender of Shares of Common Stock

(Including the Associated Common Stock Purchase Rights)

of

CSK AUTO CORPORATION

to

OC ACQUISITION COMPANY

an indirect wholly-owned subsidiary of

O’REILLY AUTOMOTIVE, INC.

 

 

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JULY 10, 2008, UNLESS THE OFFER IS EXTENDED.

 

As set forth under “The Offer—Guaranteed Delivery” in the Prospectus, dated June 11, 2008 (as may from time to time be amended, supplemented or finalized, the “Prospectus”), this form (or a copy hereof) must be used to accept the Offer (as defined below) if (i) certificates (the “Certificates”) representing shares of common stock, $0.01 par value (the “Common Stock”), including the associated common stock purchase rights, of CSK Auto Corporation, a Delaware corporation (“CSK”), are not immediately available, (ii) if the procedures for book-entry transfer cannot be completed on a timely basis or (iii) time will not permit the Certificates and all other required documents to reach Mellon Investor Services LLC (the “Exchange Agent”) prior to the Expiration Date (as defined in the Letter of Transmittal). This Notice of Guaranteed Delivery may be delivered by hand, by mail or by overnight courier or transmittal by facsimile transmission to the Exchange Agent and must include a signature guarantee by an Eligible Institution (as defined in the Letter of Transmittal) in the form set forth herein. See the guaranteed delivery procedures described in the Prospectus under “The Offer—Guaranteed Delivery.”

The Exchange Agent for the Offer is:

 

By Mail:

Mellon Investor Services LLC

Attn: Corporate Action Dept., 27th Floor

P.O. Box 3301

South Hackensack, NJ 07606

  

By Overnight Courier or By Hand:

Mellon Investor Services LLC

Attn: Corporation Action Dept., 27th Floor

480 Washington Boulevard

Jersey City, NJ 07310

  

By Facsimile Transmission:

(For Eligible Institutions Only):

(412) 209-6443

 

Confirm by Telephone:

(201) 680-4860

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

This form 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:

The undersigned hereby tenders to OC Acquisition Company, a Delaware corporation (“Purchaser”) and an indirect wholly-owned subsidiary of O’Reilly Automotive, Inc., a Missouri corporation (“O’Reilly”), upon the terms and subject to the conditions set forth in the Prospectus dated June 11, 2008 (as may from time to time be amended, supplemented or finalized, the “Prospectus”), and the related Letter of Transmittal (which, together with any amendments or supplements thereto, constitute the “Offer”), receipt of which is hereby acknowledged, the number of shares set forth below of Shares, together with the associated common stock purchase rights, of CSK, pursuant to the guaranteed delivery procedures set forth in the Prospectus.

 

Number of Shares:                                                                                                                                                                             

Certificate Nos. (If Available):                                                                                                                                                      

¨  Check this box if Shares will be delivered by book-entry transfer:

Name of Tendering Institution:                                                                                                                                                     

DTC Participant Number:                                                                                                                                                               

Transaction Code Number:                                                                                                                                                             

 

 

 

 

(Signature(s) of Holder(s))

Dated:                                                               , 2008                                                                                                      

Name(s) of Record Owner(s):                                                                                                                                                       

 

 

(Please Type or Print)

 

 

(Address)

 

 

(Zip Code)

 

 

(Daytime Area Code And Telephone No.)

 


GUARANTEE

(Not to be used for signature guarantee)

 

The undersigned, a participant in the Security Transfer Agents Medallion Program or an “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, guarantees to deliver to the Exchange Agent either certificates representing the Shares tendered hereby, in proper form for transfer, or confirmation of book-entry transfer of such Shares into the Exchange Agent’s account at The Depository Trust Company, in each case with delivery of a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof), with any required signature guarantees, or, in the case of a book-entry transfer, confirmation of the book-entry transfer of such Shares in the Exchange Agent’s account at The Depository Trust Company, together with an Agent’s Message (as defined in the Prospectus), in each case together with any other documents required by the Letter of Transmittal, within three New York Stock Exchange trading days after the date of execution of hereof.

 

The Eligible Institution that completes this form must communicate the guarantee to the Exchange Agent and must deliver the Letter of Transmittal and Share Certificates to the Exchange Agent within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution.

 

Name of Firm:                                                                                

  

 

(Authorized Signature)

Address:                                                                                            

  

Name:                                                                                           

(Please Type or Print)

 

(Zip Code)

  

Title:                                                                                             

 

Area Code and Tel. No.:                                                             

   Dated:                                                                              , 2008

DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE.

SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.