Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4/A Pre-Effective Amendment to Registration of HTML 2.22M
Securities Issued in a
Business-Combination Transaction
2: EX-5.1 Opinion re: Legality 2 13K
3: EX-8.1 Opinion re: Tax Matters 1 10K
4: EX-10.27 Material Contract 14 55K
5: EX-10.28 Material Contract 14 55K
6: EX-10.29 Material Contract 2 12K
7: EX-12.1 Statement re: Computation of Ratios 2± 11K
8: EX-23.2 Consent of Experts or Counsel 1 7K
9: EX-99.1 Miscellaneous Exhibit 1 10K
10: EX-99.2 Miscellaneous Exhibit 3 16K
11: EX-99.3 Miscellaneous Exhibit 1 8K
12: EX-99.4 Miscellaneous Exhibit 1 8K
13: EX-99.5 Miscellaneous Exhibit 1 9K
14: EX-99.6 Miscellaneous Exhibit 1 9K
15: EX-99.7 Miscellaneous Exhibit 1 8K
16: EX-99.8 Miscellaneous Exhibit 18 77K
17: EX-99.9 Miscellaneous Exhibit 4 18K
EX-99.9 — Miscellaneous Exhibit
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EXHIBIT 99.9
NOTICE OF GUARANTEED DELIVERY FOR CRUM & FORSTER HOLDINGS CORP.
10 3/8% SENIOR NOTES DUE 2013
This form or one substantially equivalent hereto must be used to accept the
Exchange Offer of Crum & Forster Holdings Corp. (the "Company") made pursuant to
the Prospectus, dated , 2003 (the "Prospectus"), if certificates for outstanding
10 3/8% Senior Notes due 2013 (except those which have been deposited with a
custodian for, and registered in the name of, The Depository Trust Company
("DTC")) (the "Old Notes") of the Company are not immediately available or if
the procedure for book-entry transfer cannot be completed on a timely basis or
time will not permit all required documents to reach The Bank of New York, as
exchange agent (the "Exchange Agent") prior to 5:00 P.M., New York City time, on
the Expiration Date of the Exchange Offer.
Such form may be delivered or transmitted by facsimile transmission, mail or
hand delivery to the Exchange Agent as set forth below. In addition, in order to
utilize the guaranteed delivery procedure to tender Old Notes pursuant to the
Exchange Offer, a completed, signed and dated Letter of Transmittal (or
facsimile thereof) relating to the tender for exchange of Old Notes (the "Letter
of Transmittal") must also be received by the Exchange Agent prior to 5:00 P.M.,
New York City time, on the Expiration Date. Any Old Notes tendered pursuant to
the Exchange Offer may be withdrawn at any time before the Expiration Date.
Where the Expiration Date has been extended, tenders pursuant to the Exchange
Offer as of the previously scheduled Expiration Date may not be withdrawn after
the date of the previously scheduled Expiration Date. Capitalized terms not
defined herein are defined in the Prospectus or the Letter of Transmittal.
DELIVERY TO: The Bank of New York, EXCHANGE AGENT
BY HAND, MAIL OR
OVERNIGHT
COURIER:
The Bank of New York
Corporate Trust Operations Reorganization Unit
101 Barclay Street - 7 East
New York, New York 10286
Attn:
FOR INFORMATION CALL: BY FACSIMILE CONFIRM BY TELEPHONE:
(for Eligible Institutions Only):
(212) 298-1915
Attn:
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL
NOT CONSTITUTE A VALID DELIVERY.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and conditions set forth in the Prospectus and the accompanying
Letter of Transmittal, the undersigned hereby tenders to the Company the
principal amount of Old Notes set forth below pursuant to the guaranteed
delivery procedure described in "Exchange Offer-Guaranteed delivery procedures"
section of the Prospectus.
PLEASE SIGN AND COMPLETE
[Enlarge/Download Table]
Principal Amount of Old Notes Tendered (must be in Name(s) of Registered Holder(s): ____________________________
denominations of principal amount of $1,000 and any integral _____________________________________________________________
multiple thereof):* _______________________________________ _____________________________________________________________
____________________________________________________________ _____________________________________________________________
Certificate Numbers of Old Notes (if available): ___________ Address including zip code: _________________________________
____________________________________________________________ _____________________________________________________________
____________________________________________________________ _____________________________________________________________
____________________________________________________________ _____________________________________________________________
____________________________________________________________ _____________________________________________________________
If Old Notes will be delivered by book entry transfer at The Telephone Number including Area Code: _______________________
Depository Trust Company, insert Account No.: _______________ _____________________________________________________________
_____________________________________________________________ _____________________________________________________________
Signature(s) of Registered Owner(s) or Authorized
Signatory: __________________________________________________
Date: _______________________________________________________ _____________________________________________________________
This Notice of Guaranteed Delivery must be signed by the Holder(s) of Old Notes
exactly as its (their) names(s) appear on certificates for old notes or a
security position listing as the owner of unregistered senior securities, or by
person(s) authorized to become registered Holder(s) by endorsements 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
provide the following information.
PLEASE PRINT NAME(S) AND ADDRESS(ES):
Name(s): ___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
Capacity: ___________________________________________________________________
Address(es): ___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
DO NOT SEND OLD NOTES WITH THIS FORM. OLD NOTES SHOULD BE SENT TO THE DEPOSITARY
TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED CONSENT AND LETTER OF
TRANSMITTAL.
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GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a member firm of a registered national securities exchange or
of the National Association of Securities Dealers, Inc., a commercial bank or
trust company having an office or correspondent in the United States or an
"Eligible Guarantor Institution" within the meaning of Rule 17Ad-15 under the
Securities Exchange Act of 1934, as amended, hereby guarantees that the
certificates representing the principal amount of Old Notes tendered hereby in
proper form for transfer, or timely confirmation of the book-entry transfer of
such Old Notes into the Exchange Agent's account at DTC pursuant to the
procedures set forth in "The Exchange Offer-Guaranteed Delivery Procedures"
section of the Prospectus, together with any required signature guarantee and
any other documents required by the Letter of Transmittal, will be received by
the Exchange Agent at the address set forth above, no later than three New York
Stock Exchange trading days after the date of execution of this Notice of
Guaranteed Delivery.
Name of Firm __________________________________________________________________
Address _______________________________________________________________________
Zip Code ______________________________________________________________________
Area Code and Tel. No. ________________________________________________________
Authorized Signature __________________________________________________________
Title _________________________________________________________________________
Name: (Please Type or Print) __________________________________________________
Dated: ________________________________________________________________________
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INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
1. DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY. A properly completed and
duly executed copy of this Notice of Guaranteed Delivery and any other
documents required by this Notice of Guaranteed Delivery must be received
by the Exchange Agent at its address set forth herein prior to 5:00 p.m.,
New York City time, on the Expiration Date. The method of delivery of this
Notice of Guaranteed Delivery and any other required documents to the
Exchange Agent is at the election and risk of the Holder and the delivery
will be deemed made only when actually received by the Exchange Agent. If
delivery is by mail, registered or certified mail properly insured, with
return receipt requested, is recommended. In all cases sufficient time
should be allowed to assure timely delivery. For a description of the
guaranteed delivery procedure, see Instruction 1 of the Letter of
Transmittal.
2. SIGNATURES OF THIS NOTICE OF GUARANTEED DELIVERY. If this Notice of
Guaranteed Delivery is signed by the registered Holder(s) of the Old Notes
referred to herein, the signature must correspond with the name(s) written
on the face of the Old Notes without alteration, enlargement, or any change
whatsoever. If this Notice of Guaranteed Delivery is signed by a
participant of the Book-Entry Transfer Facility whose name appears on a
security position listing as the owner of Old Notes, the signature must
correspond with the name shown on the security position listing as the
owner of the Old Notes. If this Notice of Guaranteed Delivery is signed by
a person other than the registered Holder(s) of any Old Notes listed or a
participant of the Book-Entry Transfer Facility, this Notice of Guaranteed
Delivery must be accompanied by appropriate bond powers, signed as the name
of the registered Holder(s) appears on the Old Notes or signed as the name
of the participant shown on the Book-Entry Transfer Facility's security
position listing. If this Notice of Guaranteed Delivery is signed by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation, or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing.
3. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for
assistance and requests for additional copies of the Prospectus may be
directed to the Exchange Agent at the address specified in the Prospectus.
Holders may also contact their broker, dealer, commercial bank, trust
company, or other nominee for assistance concerning the Exchange Offer.
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