Tender-Offer Statement — Third-Party Tender Offer — Schedule TO
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC TO-T Schedule to 6 33K
2: EX-99.A.1.A Offer to Purchase 46 249K
3: EX-99.A.1.B Letter of Transmittal 10 56K
4: EX-99.A.1.C Letter to Participants 7 33K
5: EX-99.A.1.D Notice of Guaranteed Delivery 3 15K
6: EX-99.A.1.E Letter to Broker, Dealers 2 15K
7: EX-99.A.1.F Letter to Clients 3 17K
8: EX-99.A.1.G Tax Guidlines on Form W-9 4± 18K
9: EX-99.A.1.H Summary Advertisement 5 27K
10: EX-99.A.1.I Press Release 8 26K
11: EX-99.B Credit Agreement 113 313K
12: EX-99.D.1 Agreement for Tender Offer and Merger 51 195K
13: EX-99.D.2 Shareholders' Agreement 11 36K
14: EX-99.D.3 Confidentiality Agreement 4 21K
EX-99.A.1.D — Notice of Guaranteed Delivery
EX-99.A.1.D | 1st Page of 3 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
SHARES OF COMMON STOCK
OF
SUNQUEST INFORMATION SYSTEMS, INC.
As set forth in Section 2 of the Offer to Purchase (as defined below), this
form, or one substantially equivalent hereto, must be used to accept the Offer
(as defined below) if certificates representing shares of common stock, no par
value per share (the "Shares"), of Sunquest Information Systems, Inc., a
Pennsylvania corporation (the "Company"), are not immediately available or if
the procedures 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). This form may be
delivered by hand to the Depositary or transmitted by telegram, facsimile
transmission or mail to the Depositary and must include a guarantee by an
Eligible Institution (as defined in the Offer to Purchase). See Section 2 of the
Offer to Purchase.
The Depositary:
MELLON INVESTOR SERVICES LLC
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By First Class Mail: By Hand: By Overnight Courier or
Reorganization Department Reorganization Department Certified Mail:
Post Office Box 3301 120 Broadway, 13th Floor Reorganization Department
South Hackensack, NJ 07606 New York, NY 10271 85 Challenger Road
Mail Drop-Reorg.
Ridgefield Park, NJ 07660
By Facsimile Transmission:
(for Eligible Institutions
Only) (201) 296-4293
Confirm by Telephone:
(201) 296-4860
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS
VIA A FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE, DOES 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 Sunshine Acquisition Corporation, a
Pennsylvania corporation (the "Purchaser") and a wholly-owned subsidiary of
Kirsty, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of
Misys plc, a public company organized under the laws of England, upon the terms
and subject to the conditions set forth in the Purchaser's Offer to Purchase
dated July 29, 2001 (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 which is hereby acknowledged,
the number of Shares set forth below, all pursuant to the guaranteed delivery
procedures set forth in Section 2 of the Offer to Purchase.
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Number of Shares: Name(s) of Record Holder(s):
--------------------------------------------------- ---------------------------------------------------
--------------------------------------------------- ---------------------------------------------------
(PLEASE PRINT)
Certificate Nos. (if available): Address(es): ------------------------------------
--------------------------------------------------- ---------------------------------------------------
(Check box if Shares will be tendered by book-entry ZIP CODE
transfer) Daytime Area Code and Tel. No.: --------------
Signature(s): ------------------------------------
[ ] The Depositary Trust Company ---------------------------------------------------
Account Number: ------------------------------- Dated: -------------------------------------------
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm that is a participant in the Security Transfer
Agent Medallion Program or the New York Stock Exchange Guarantee Program or the
Stock Exchange Medallion Program or an "eligible guarantor institution," as such
term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended, hereby guarantees to deliver to the Depositary either the certificates
representing the Shares tendered hereby, in proper form for transfer, or a
Book-Entry Confirmation (as defined in the Offer to Purchase) with respect to
such Shares, in any such case together with a properly completed and duly
executed Letter of Transmittal (or a facsimile thereof), with any required
signature guarantees, or an Agent's Message (as defined in the Offer to
Purchase) and any other required documents, within three trading days (as
defined in the Letter of Transmittal) after the date hereof.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal 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.
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NAME OF FIRM AUTHORIZED SIGNATURE
--------------------------------------------------- ---------------------------------------------------
ADDRESS ADDRESS
--------------------------------------------------- ---------------------------------------------------
ZIP CODE NAME
Area Code and Tel. No.: ----------------------- ---------------------------------------------------
PLEASE PRINT
Title: --------------------------------------------
Dated: -------------------------------------------
NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE.
CERTIFICATES FOR SHARES SHOULD BE SENT WITH YOUR
LETTER OF TRANSMITTAL.
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Dates Referenced Herein and Documents Incorporated by Reference
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