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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.
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<S> <C> <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
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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.
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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) _____________________________
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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.
