Tender-Offer Statement — Third-Party Tender Offer — Schedule TO
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC TO-T Tender-Offer Statement -- Third-Party Tender Offer 6 27K
2: EX-99.1(A)(1) Miscellaneous Exhibit 56 265K
10: EX-99.10(D)(2) Miscellaneous Exhibit 46 203K
11: EX-99.11(D)(3) Miscellaneous Exhibit 12 42K
12: EX-99.12(D)(4) Miscellaneous Exhibit 9 35K
3: EX-99.2(A)(2) Miscellaneous Exhibit 12 58K
4: EX-99.3(A)(3) Miscellaneous Exhibit 3 15K
5: EX-99.4(A)(4) Miscellaneous Exhibit 2 14K
6: EX-99.5(A)(5) Miscellaneous Exhibit 4 18K
7: EX-99.6(A)(6) Miscellaneous Exhibit 5± 17K
8: EX-99.8(A)(8) Miscellaneous Exhibit 5 28K
9: EX-99.9(D)(1) Miscellaneous Exhibit 4 19K
EX-99.3(A)(3) — Miscellaneous Exhibit
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NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
OF
SUNGLASS HUT INTERNATIONAL, INC.
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
This Notice of Guaranteed Delivery, or one substantially in the form hereof,
must be used to accept the Offer (as defined below) (i) if certificates ("Share
Certificates") evidencing shares of common stock, par value $0.01 per share (the
"Shares"), of Sunglass Hut International, Inc., a Florida corporation (the
"Company"), are not immediately available, (ii) if Share Certificates and all
other required documents cannot be delivered to American Stock Transfer & Trust
Company, as Depositary (the "Depositary"), prior to the Expiration Date (as
defined in Section 1--"Terms of the Offer" of the Offer to Purchase) or
(iii) if the procedure for delivery by book-entry transfer cannot be completed
on a timely basis. This Notice of Guaranteed Delivery may be delivered by hand
or mail or transmitted by telegram or facsimile transmission to the Depositary.
See Section 3--"Procedures for Accepting the Offer and Tendering Shares" of the
Offer to Purchase.
THE DEPOSITARY FOR THE OFFER IS:
AMERICAN STOCK TRANSFER & TRUST COMPANY
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BY MAIL: BY HAND: BY OVERNIGHT DELIVERY:
American Stock Transfer American Stock Transfer & Trust Company American Stock Transfer
& Trust Company 59 Maiden Lane & Trust Company
59 Maiden Lane New York, NY 10038 59 Maiden Lane
New York, NY 10038 New York, NY 10038
BY FACSIMILE TRANSMISSION
(FOR ELIGIBLE INSTITUTIONS ONLY):
(718) 234-5001
CONFIRMATION RECEIPT OF FACSIMILE BY
TELEPHONE ONLY:
(718) 921-8200
------------------------
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 Shade Acquisition Corp., a Florida
corporation (the "Purchaser") and an indirect wholly-owned subsidiary of
Luxottica Group S.p.A., an Italian corporation ("Parent"), upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated March 5,
2001 (the "Offer to Purchase"), and in the related letter of transmittal (the
"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 specified below pursuant to the
guaranteed delivery procedure described in Section 3--"Procedures for Accepting
the Offer and Tendering Shares" of the Offer to Purchase.
-------------------------------------------
Number of Shares: __________________________________________________________
Certificate Nos. (if available):
____________________________________________________________________________
____________________________________________________________________________
Check box if Shares will be delivered by book-entry transfer:
/ / The Depository Trust Company
Account No.: _______________________________________________________________
-------------------------------------------
-------------------------------------------
Name(s) of Holders: ________________________________________________________
____________________________________________________________________________
(PLEASE TYPE OR PRINT)
__________________________________________________________________________
ADDRESS
__________________________________________________________________________
__________________________________________________________________________
ZIP CODE
__________________________________________________________________________
AREA CODE AND TELEPHONE NUMBER
__________________________________________________________________________
__________________________________________________________________________
Signature(s) of Holder(s)
Dated: ______________________________________________________________ , 2001
------------------------------------------
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
The undersigned, a firm which is a member in good standing of the Security Transfer
Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program
or the Stock Exchange Medallion Program, hereby guarantees to deliver to the Depositary,
Share Certificates evidencing the Shares tendered hereby, in proper form for transfer, or
confirmation of book-entry transfer of such Shares into the Depositary's account at The
Depository Trust Company, with delivery of a Letter of Transmittal (or facsimile thereof)
properly completed and duly executed, and any other required documents (or an Agent's
Message, as defined in Section 3 of the Offer to Purchase, in the case of a book-entry
transfer), all within three trading days (as defined in the Offer to Purchase) of the date
hereof.
Name of Firm Authorized Signature
Address Title
Name:
Dated:, 2001
Zip Code
Area Code and Telephone Number
NOTE: DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE OF GUARANTEED DELIVERY. SHARE
CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
3
Dates Referenced Herein and Documents Incorporated by Reference
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