Exhibit (a)(1)(C)
NOTICE OF GUARANTEED DELIVERY
For Tender of Shares of Common Stock
of
HEALTH FITNESS CORPORATION
at
$8.78 Per Share
Pursuant to the Offer to Purchase dated January 26, 2010
by
TRUSTCO MINNESOTA, INC.
a wholly owned subsidiary of
TRUSTCO HOLDINGS, INC.
an indirect wholly owned subsidiary of
TRUSTMARK MUTUAL HOLDING COMPANY
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FEBRUARY 24, 2010, UNLESS THE OFFER IS EXTENDED.
This Notice of Guaranteed Delivery, or one substantially in the form hereof, must be used to accept the Offer (as defined below) if (i) certificates representing shares of common stock of Health Fitness Corporation, a Minnesota corporation (the “Company”), par value $0.01 per share (the “Shares”), are not immediately available, (ii) the procedure for book-entry transfer cannot be completed on a timely basis or (iii) time will not permit all required documents to reach Wells Fargo Shareowner Services (the “Depositary”) prior to the expiration of the Offer. This Notice of Guaranteed Delivery may be delivered by hand, facsimile transmission or mail to the Depositary. See Section 3 of the Offer to Purchase (as defined below).
The Depositary for the Offer is:
Wells Fargo Shareowner Services
| | | | | |
If delivering by mail:
Wells Fargo Shareowner Services
Attn:Voluntary Corporate Actions
P.O. Box 64854
St. Paul, Minnesota55164-0854 | | If delivering by facsimile:
(For Eligible Institutions Only)
Fax: (866) 734-9952
Phone: (800) 468-9716 | | If delivering by hand or courier:
(Until 5:00 P.M. CST on Expiration Date)
Wells Fargo Shareowner Services
Attn: Voluntary Corporate Actions
161 North Concord Exchange
South St. Paul, Minnesota 55075 |
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION, OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.
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 Trustco Minnesota, Inc., a Minnesota corporation, which is a wholly owned subsidiary of Trustco Holdings, Inc., a Delaware corporation, which is an indirect wholly owned subsidiary of Trustmark Mutual Holding Company, an Illinois mutual insurance holding company, upon the terms and subject to the conditions set forth in the Offer to Purchase dated January 26, 2010 (the “Offer to Purchase”) and the related Letter of Transmittal (such offer, together with any amendments or supplements thereto, the “Offer”), receipt of which is hereby acknowledged, the number of shares of common stock of Health Fitness Corporation, a Minnesota corporation (the “Company”), par value $0.01 per share (the “Shares”), specified below pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.
| |
| Number of Shares Tendered: | |
| |
| Certificate Number(s) (If Available): | |
Check box if Shares will be Tendered by Book-Entry Transfer:o
| |
Name(s) of Record Holder(s): | |
(Include Zip Code)
| |
Area Code and Telephone Number(s): | |
2
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, an Eligible Institution (as defined in Section 3 of the Offer to Purchase) hereby guarantees delivery to the Depositary, at one of the addresses set forth above, of certificates representing the Shares tendered hereby, in proper form for transfer, or a confirmation of a book-entry transfer of such Shares into the Depositary’s account at the Book-Entry Transfer Facility (as defined in Section 2 of the Offer to Purchase), in either case together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) or, in the case of a book-entry transfer, an Agent’s Message (as defined in Section 2 of the Offer to Purchase), together with any other documents required by the Letter of Transmittal, all within three New York Stock Exchange trading days after the date hereof.
Name of Firm
Address
Zip Code
Area Code and Telephone No.
Authorized Signature
Please Print or Type
| |
Date: | |
The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal or Agent’s Message (as defined in Section 2 of the Offer to Purchase) and certificates for Shares to the Depositary within the time period indicated above. Failure to do so could result in a financial loss to such Eligible Institution.
NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
3
