Exhibit (a)(1)(C)
NOTICE OF GUARANTEED DELIVERY
To Tender Shares of Common Capital Stock
of
Michael Baker Corporation
Pursuant to the Offer to Purchase dated September 9, 2013
by
CDL Acquisition Co. Inc.
a direct wholly owned subsidiary
of
Integrated Mission Solutions, LLC
This form, or a substantially equivalent form, must be used to accept the Offer (as defined below) if the certificates for shares of common capital stock, par value $1.00 per share, of Michael Baker Corporation and any other documents required by the Letter of Transmittal cannot be delivered to the Depositary at or prior to the end of October 7, 2013 (or if the Offer is extended to a later date, such later date). Such form may be delivered by facsimile transmission or mail to the Depositary. See Section 3 of the Offer to Purchase.
The Depositary for the Offer is:
American Stock Transfer & Trust Company, LLC
| By Mail | By Hand or Overnight Delivery: | |
American Stock Transfer & Trust Company, LLC Operations Center Attn: Reorganization Department P.O. Box 2042 New York, New York 10272-2042 | American Stock Transfer & Trust Company, LLC Operations Center Attn: Reorganization Department 6201 15th Avenue Brooklyn, New York 11219 (Until 12:00 midnight New York City time on the Expiration Date) | |
Phone: Toll-free (877) 248-6417
(718) 921-8317
Fax: (718) 234-5001
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OR FACSIMILE OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
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.Do not send share certificates with this notice. Share certificates should be sent with your Letter of Transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders to CDL Acquisition Co. Inc., a Pennsylvania corporation, which is successor by merger to Project Steel Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Integrated Mission Solutions, LLC, a Delaware limited liability company, upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 9, 2013 and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”), receipt of which is hereby acknowledged, the following number of shares of common capital stock, par value $1.00 per share (the “Shares”), of Michael Baker Corporation, a Pennsylvania corporation, pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.
Number of Shares
|
Certified Numbers (if available)
|
If delivery will be by book-entry transfer:
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Name of Tendering Institution
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Account Number
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SIGN HERE
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Signature(s)
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(Name(s)) (Please Print)
|
(Addresses)
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(Zip Code)
|
(Area Code and Telephone Number)
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GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a firm which is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of a recognized Medallion Program approved by The Securities Transfer Association Inc., including the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange Inc. Medallion Signature Program (MSP) or any other “Eligible Guarantor Institution” (as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended), guarantees (i) that the above named person(s) “own(s)” the Shares tendered hereby within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended, (ii) that such tender of Shares complies with Rule 14e-4, and (iii) to deliver to the Depositary the Shares tendered hereby, together with a properly completed and duly executed Letter(s) of Transmittal and certificates for the Shares to be tendered 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, all within three NYSE trading days of the date hereof.
(Name of Firm)
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(Address)
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(Zip Code)
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(Authorized Signature)
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(Name and Title)
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(Area Code and Telephone Number)
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Dated: , 2013
DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES FOR SHARES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.