EX-99.2 5 0005.txt FORM OF NOTICE OF GUARANTEED DELIVERY EXHIBIT 99.2 NOTICE OF GUARANTEED DELIVERY for SUBSCRIPTION WARRANTS issued by TEJON RANCH CO. This form, or one substantially equivalent hereto, must be used to exercise Rights pursuant to the Rights Offering described in the Prospectus dated December , 2000 (the "Prospectus") of Tejon Ranch Co., a Delaware corporation (the "Company"), if a holder of Rights cannot deliver the subscription warrant(s) evidencing the Rights (the "Subscription Warrant(s)"), to the Subscription Agent listed below (the "Subscription Agent") at or prior to 5:00 p.m. New York City time on January , 2001, unless extended (the "Expiration Date"). Such form must be delivered by hand or sent by facsimile transmission or mail to the Subscription Agent, and must be received by the Subscription Agent on or prior to the Expiration Date. See the discussion set forth under "Rights Offering--How to Exercise Your Rights" in the Prospectus. Payment of the Subscription Price of $ per share for each share of Common Stock subscribed for upon exercise of such Rights must be received by the Subscription Agent in the manner specified in the Prospectus at or prior to 5:00 p.m. New York City time on the Expiration Date event if the Subscription Warrant evidencing such Rights is being delivered pursuant to the procedure for guaranteed delivery thereof. All undefined capitalized terms used herein have the definition ascribed to them in the Prospectus. The Subscription Agent is: Mellon Bank, N.A. c/o ChaseMellon Shareholder Services, L.L.C. By Mail: Facsimile Transmission By Hand: (eligible institutions only): ChaseMellon Shareholder Services, ChaseMellon Shareholder Services, L.L.C. (201) 296-4293 L.L.C. Post Office Box 3301 New York, NY 120 Broadway, 13th Floor Hackensack, NJ 07606 New York, NY 10271 Attn: Reorganization Department Attn: Reorganization Department
To confirm receipt of facsimile only: (201) 496-4860 If by Overnight Courier: ChaseMellon Shareholder Services, L.L.C. 85 Challenger Road--Mail Drop--Reorg Ridgefield Park, NJ 07660 Attn: Reorganization Department DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. Gentlemen: The undersigned hereby represents that he or she is the holder of Subscription Warrant(s) representing Rights and that such Subscription Warrant(s) cannot be delivered to the Subscription Agent at or before 5:00 p.m., New York City time on the Expiration Date. Upon the terms and subject to the conditions set forth in the Prospectus, receipt of which is hereby acknowledged, the undersigned hereby elects to exercise (i) the Basic Subscription Privilege to subscribe for share of the Common Stock per Right with respect to each of Rights represented by such Subscription Warrant and (ii) the Oversubscription Privilege relating to each such Right to subscribe, to the extent that Over- Subscription Shares (as defined in the Prospectus) are available therefor, for an aggregate of up to Over-Subscription Shares. The undersigned understands that payment of the Subscription Price of $ per share for each share of the Common Share subscribed for pursuant to the Basic Subscription Privilege and Oversubscription Privilege must be received by the Subscription Agent at or before 5:00 p.m. New York City time on the Expiration Date and represents that such payment, in the aggregate amount of $ , either (check appropriate box): [_]is being delivered to the Subscription Agent herewith or [_]has been delivered separately to the Subscription Agent; and is or was delivered in the manner set forth below (check appropriate box and complete information relating thereto); [_]wire transfer of funds -- name of transferor institution ______________________________________ -- date of transfer _______________________________________________ -- confirmation number (if available) _____________________________ [_]uncertified check (Payment by uncertified check will not be deemed to have been received by the Subscription Agent until such check has cleared. Holders paying by such means are urged to make payment sufficiently in advance of the Expiration Date to ensure that such payment clears by such date.) [_]certified check [_]bank draft (cashier's check) [_]money order -- name of maker _______________________________________________________ -- date of check, draft or money order number __________________________ -- bank on which check is drawn or issuer of money order _______________ Signature(s) ___________________________________________________________ Name(s) ________________________________________________________________ Please type or Print Address ________________________________________________________________ Area Code and Tel. No(s) _______________________________________________ Subscription Warrant No(s). (if available) _____________________________ GUARANTY OF DELIVERY (Not to be used for Subscription Warrant signature guarantee) The undersigned, a member firm of a registered national securities exchange or member of the National Association of Securities Dealers, Inc., commercial bank or trust company having an office or correspondent in the United States, or other eligible guarantor institution which is a member of or a participant in a signature guarantee program acceptable to the Subscription Agent, guarantees that the undersigned will deliver to the Subscription Agent the certificates representing the Rights being exercised hereby, with any required signature guarantees and any other required documents, all within three New York Stock Exchange trading days after the date hereof. Name of Firm ______________________________________________________________ ___________________________________________________________________________ (Authorized Signature) Address ___________________________________________________________________ Area Code and Telephone No. _______________________________________________ Dated: _______, 200 The institution which completes this form must communicate the guarantee to the Subscription Agent and must deliver the Subscription Warrant(s) to the Subscription Agent within the time period shown herein. Failure to do so could result in a financial loss to such institution.