Exhibit (a)(1)(C)
NOTICE OF GUARANTEED DELIVERY
to
Tender Shares of Class A Common Stock
(including the Associated Series A Junior Participating Preferred Stock
Purchase Rights)
of
VistaCare, Inc.
to
OHC Investment, Inc.
a wholly-owned subsidiary of
Odyssey HealthCare Holding Company
a wholly-owned subsidiary of
Odyssey HealthCare, Inc.
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FEBRUARY 27, 2008 UNLESS THE OFFER IS EXTENDED.
(Not to be used for Signature Guarantees)
This Notice of Guaranteed Delivery, or a form substantially equivalent to this form, must be used to accept the Offer (as defined below) (i) if certificates evidencing shares of class A common stock, par value $0.01 per share (including the associated Series A Junior Participating Preferred Stock purchase rights issued pursuant to the Rights Agreement, dated as of August 18, 2004, as amended, between VistaCare, Inc., a Delaware corporation (“VistaCare”), and Computershare Trust Company, N.A., formerly known as Equiserve Trust Company, N.A., the “Shares”), of VistaCare are not immediately available, (ii) if share certificates and all other required documents cannot be delivered to Computershare Trust Company, N.A. (the “Depositary”) or (iii) 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 Depositary on or prior to the Expiration Date (as defined in the Offer to Purchase, dated January 30, 2008 (the “Offer to Purchase”)). This Notice of Guaranteed Delivery may be delivered by hand or facsimile transmission or mail to the Depositary. See Section 3 of the Offer to Purchase.
The Depositary For The Offer Is:
Computershare Trust Company, N.A.
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| By Mail: | | By Overnight Courier: | | By Hand: |
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Computershare Trust Company, N.A.
P.O. Box 1596
Denver, CO80201-1596
Attn: Corporate Actions | | Computershare Trust Company, N.A
350 Indiana Street, Suite 800
Golden, CO 80401
Attn: Corporate Actions | | Computershare Trust Company, N.A
350 Indiana Street, Suite 800
Golden, CO 80401
Attn: Corporate Actions |
By Facsimile Transmission:
(For Eligible Institutions Only)
(303) 262-0609
To Confirm Facsimile Only:
(303) 262-0600
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS LISTED ABOVE, DOES NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.
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.
Ladies and Gentlemen:
The undersigned hereby tenders to OHC Investment, Inc. (“Purchaser”), a Delaware corporation and wholly-owned subsidiary of Odyssey HealthCare Holding Company (“Parent”), which is a wholly-owned subsidiary of Odyssey HealthCare, Inc., upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 30, 2008 and the related Letter of Transmittal (which together, as amended, supplemented or otherwise modified from time to time, constitute the “Offer”), receipt of which is hereby acknowledged, the number of Shares specified below pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.
Number of Shares Tendered:
Certificate Nos. (if available):
Check box if Shares will be tendered by book-entry transfer: o
Dated: , 2008
Name(s) of Record Holder(s):
(Please Print)
(Zip Code)
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
The undersigned, a firm which is a bank, broker, dealer, credit union, savings association or other entity that is a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program or any other “eligible guarantor institution” (as such term is defined inRule 17Ad-15 under the Securities Exchange Act of 1934, as amended), guarantees (a) that the above named person(s) “own(s)” the Shares tendered hereby within the meaning ofRule 14e-4 under the Securities Exchange Act of 1934, (b) that such tender of Shares complies withRule 14e-4 and (c) delivery to the Depositary of the Shares tendered hereby, in proper form of transfer, or a Book-Entry Confirmation (as defined in the Offer to Purchase), together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) 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, and any other required documents, within three Nasdaq Global Market trading days after the date hereof.
The Eligible Institution that completes this form must communicate the guarantees 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: |
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Address: | | Please Print Name: |
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| | Title: |
(Zip Code) | | |
Area Code and Tel. No.: | | Dated: , 2008 |
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| NOTE: | DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES SHOULD BE SENT ONLY WITH YOUR LETTER OF TRANSMITTAL SO THAT THEY ARE RECEIVED BY THE DEPOSITARY WITHIN THREE NASDAQ TRADING DAYS AFTER THE EXPIRATION DATE. |
