<PAGE>
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF SHARES OF COMMON STOCK
OF
NATIONAL-STANDARD COMPANY
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
This form, or one substantially equivalent hereto, must be used to accept
the Offer (as defined below) if certificates for shares of Common Stock, par
value $.01 per share (the "Shares"), of National-Standard Company, an Indiana
corporation, are not immediately available or the procedure for book-entry
transfer cannot be completed on a timely basis or time will not permit all
required documents to reach the Depositary prior to the Expiration Date (as
defined in the Offer to Purchase, dated July 10, 2000 (the "Offer to
Purchase")). This Notice of Guaranteed Delivery may be delivered by hand,
facsimile transmission, overnight courier or mailed to EquiServe Trust Company
(the "Depositary"). See "Procedures for Tendering Shares" of the Offer to
Purchase.
THE DEPOSITARY FOR THE OFFER IS:
EquiServe Trust Company
<TABLE>
<S> <C> <C>
BY FIRST CLASS MAIL: BY OVERNIGHT COURIER: BY HAND:
EquiServe Trust Company EquiServe Trust Company Securities Transfers & Reporting
Corporate Actions Corporate Actions Services, Inc.
P.O. Box 9573 40 Campanelli Drive C/O EquiServe Trust Company
Boston, MA 02205-9573 Braintree, MA 02184 100 William Street/Galleria
BY FACSIMILE TRANSMISSION: New York, NY 10038
781-575-4826
FOR CONFIRMATION OF FACSIMILE:
781-575-4816
</TABLE>
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR
TRANSMISSION OF INSTRUMENTS VIA FACSIMILE TRANSMISSION, 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.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal or an
Agent's Message (as defined in the Offer to Purchase) and certificates for
Shares to the Depositary within the time period shown herein. Failure to do so
could result in a financial loss to such Eligible Institution.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to NS Acquisition Corp., a Delaware
corporation, upon the terms and subject to the conditions set forth in the Offer
to Purchase and in the related Letter of Transmittal (which, together with any
amendments or supplements thereto, collectively constitute the "Offer"), receipt
of each of which is hereby acknowledged, the number of Shares indicated below,
pursuant to the guaranteed delivery procedure set forth under "Procedures for
Tendering Shares" in the Offer to Purchase.
Number of Shares: ______________________________________________________________
Certificate No(s). (if available): _____________________________________________
Name(s) of Record Holder(s): ___________________________________________________
If Shares will be tendered
by book-entry transfer:
Name of Tendering Institutions: ________________________________________
Account No.: ___________________________________________________________
Address: _______________________________________________________________________
(INCLUDE A ZIP CODE)
Signature(s): __________________________________________________________________
Dated: ________________________________,2000
<PAGE>
THE GUARANTEE SET FORTH BELOW MUST BE COMPLETED
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, as Eligible Institution (as such term is defined under
"Procedures for Tendering Shares" in the Offer to Purchase), hereby guarantees
to deliver to the Depositary at one of its addresses set forth above the
certificates representing the Shares tendered hereby, in proper form for
transfer, or a Book-Entry Confirmation (as defined under "Acceptance for Payment
and Payment for Shares" in the Offer to Purchase) with respect to transfer of
such Shares into the Depositary's account at The Depository Trust Company,
together with a properly completed and duly executed Letter of Transmittal with
any required signature guarantees or an Agent's Message (as defined in the Offer
to Purchase) in the case of a book-entry delivery of Shares, and any other
documents required by the Letter of Transmittal, all within three American Stock
Exchange trading days after the date hereof.
Name of Firm: __________________________________________________________________
(AUTHORIZED SIGNATURE)
Name(s): _______________________________________________________________________
(PLEASE TYPE OR PRINT)
Title: _________________________________________________________________________
Address: _______________________________________________________________________
(INCLUDE A ZIP CODE)
Area Code and Telephone No.: ___________________________________________________
Date: ______________________________________
DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE OF GUARANTEED DELIVERY.
CERTIFICATES SHOULD BE SENT TO THE DEPOSITARY TOGETHER WITH A LETTER OF
TRANSMITTAL.
