EXHIBIT 99.4
NOTICE OF GUARANTEED DELIVERY
WITH RESPECT TO
12% SERIES A SENIOR SUBORDINATED NOTES DUE 2009
IN EXCHANGE FOR
12% SERIES B SENIOR SUBORDINATED NOTES DUE 2009
OF
M E R R I L L C O R P O R A T I ON
PURSUANT TO THE PROSPECTUS DATED , 2000
- -------------------------------------------------------------------------------
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON , 2000, UNLESS EXTENDED.
- -------------------------------------------------------------------------------
This form, or one substantially equivalent hereto, must be used by any
holder of 12% Series A Senior Subordinated Notes due 2009 (the "Old Notes") of
Merrill Corporation, a Minnesota corporation (the "Company"), who wishes to
tender Old Notes pursuant to the guaranteed delivery procedures described in
"The Exchange Offer--Guaranteed Delivery Procedures" of the Company's prospectus
dated , 2000 (the "Prospectus") and in Instruction 2 to the related
Letter of Transmittal. Any holder who wishes to tender Old Notes pursuant to
such guaranteed delivery procedures must ensure that Norwest Bank Minnesota,
N.A., as Exchange Agent, receives this Notice of Guaranteed Delivery by
facsimile transmission, mail, overnight courier or hand delivery before the
Expiration Date of the Exchange Offer. The term "Expiration Date" means 5:00
p.m., New York City time, on , 2000, unless the Exchange Offer is
extended, in which case the term "Expiration Date" means the latest date and
time to which the Exchange Offer is extended.
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
NORWEST BANK MINNESOTA, N.A.
-------------------
BY REGISTERED OR CERTIFIED MAIL: BY REGULAR MAIL OR BY HAND:
OVERNIGHT COURIER: (IN PERSON ONLY)
Norwest Bank Minnesota, N.A. Norwest Bank Minnesota, N.A. Norwest Bank Minnesota, N.A.
MAC N9303-121 MAC N9303-121 12th Floor -
P.O. Box 1517 Sixth & Marquette Avenue Northstar East Building
Minneapolis, MN 55480 Minneapolis, MN 55479 Corporate Trust Services
Attn: Corporate Trust Operations Attn: Corporate Trust Operations 608 Second Avenue North
Minneapolis, Minnesota
BY FACSIMILE TRANSMISSION: GENERAL QUESTIONS AND REQUESTS:
(FOR ELIGIBLE INSTITUTIONS ONLY)
(612) 667-4924 (612) 667-9764
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN
AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION
TO A NUMBER 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.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to the Company upon the terms and
subject to the conditions set forth in the Prospectus and the related Letter of
Transmittal, receipt of which is hereby acknowledged, the principal amount of
Old Notes or book-entry interests in Old Notes, as applicable, specified below
pursuant to the guaranteed delivery procedures set forth under the caption "The
Exchange Offer--Guaranteed Delivery Procedures" in the Prospectus. By so
tendering, the undersigned does hereby make, at and as of the date hereof, the
representations and warranties of a tendering holder of Old Notes set forth in
the Letter of Transmittal. The undersigned hereby tenders the Old Notes listed
below:
- ---------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) OF
OLD NOTE(S), EXACTLY AS NAME(S) APPEAR(S) ON OLD CERTIFICATE OR AGGREGATE PRINCIPAL PRINCIPAL
NOTE(S) CERTIFICATE(S) REGISTRATION AMOUNT REPRESENTED BY AMOUNT
(PLEASE FILL IN, IF BLANK) NUMBERS* OLD NOTES TENDERED**
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
TOTAL
-------------------------------------------
- -----------------------
* Need not be completed by book-entry holders.
** Unless otherwise indicated, the holder will be deemed to have tendered
the full aggregate principal amount represented by such Old Notes. All
tenders must be in integral multiples of $1,000.
If Old Notes will be tendered by book-entry transfer:
The Depository Trust Company
Name of Tendering Institution: Account No:
-------------------- ----------------
All authority herein conferred or agreed to be conferred shall survive
the death, incapacity, or dissolution of the undersigned and every obligation of
the undersigned hereunder shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned.
SIGN HERE
-----------------------------------------
Signature(s)
-----------------------------------------
Name(s) (Please Print)
-----------------------------------------
Address
-----------------------------------------
Zip Code
-----------------------------------------
Area Code and Telephone Number
-----------------------------------------
Date:
2
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities
exchange or of the National Association of Securities Dealers, Inc. or a
commercial bank or trust company having an office or a correspondent in the
United States or an "eligible guarantor institution" as defined by Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
hereby guarantees deposit with the Exchange Agent of the Letter of Transmittal
(or facsimile thereof or Agent's message in lieu thereof), together with the Old
Notes tendered hereby in proper form for transfer, or confirmation of the
book-entry transfer of such Old Notes into the Exchange Agent's account at The
Depository Trust Company, pursuant to the procedure for book-entry transfer set
forth in the Prospectus, and any other required documents, all by 5:00 p.m., New
York City time, on the third New York Stock Exchange trading day following the
Expiration Date.
The undersigned acknowledges that it must deliver the Letter of
Transmittal and Old Notes tendered hereby to the Exchange Agent within the time
period set forth above and that failure to do so could result in a financial
loss to the undersigned.
SIGN HERE
-----------------------------------------
Name of Firm
-----------------------------------------
Authorized Signature
-----------------------------------------
Name (Please Print)
-----------------------------------------
-----------------------------------------
Address
-----------------------------------------
Zip Code
-----------------------------------------
Area Code and Telephone No.
-----------------------------------------
Date:
DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. ACTUAL SURRENDER OF
CERTIFICATES FOR OLD NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A
COPY OF THE PREVIOUSLY EXECUTED LETTER OF TRANSMITTAL.
3
INSTRUCTIONS
1. DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY. A properly
completed and duly executed copy of this Notice of Guaranteed Delivery and any
other documents required by this Notice of Guaranteed Delivery must be received
by the Exchange Agent at one of its addresses set forth on the cover hereof
prior to 5:00 p.m. on the Expiration Date. The method of delivery of this Notice
of Guaranteed Delivery and all other required documents to the Exchange Agent is
at the election and risk of the holder but, except as otherwise provided below,
the delivery will be deemed made only when actually received by the Exchange
Agent. Instead of delivery by mail, it is recommended that holders use an
overnight or hand delivery service, properly insured. If such delivery is by
mail, it is recommended that the holder use properly insured, registered mail
with return receipt requested. For a full description of the guaranteed delivery
procedures, see the Prospectus under the caption "The Exchange Offer--Guaranteed
Delivery Procedures." In all cases, sufficient time should be allowed to assure
timely delivery. No Notice of Guaranteed Delivery should be sent to the Company.
2. SIGNATURE ON THIS NOTICE OF GUARANTEED DELIVERY; GUARANTEE OF
SIGNATURES. If this Notice of Guaranteed Delivery is signed by the holder(s) of
the Old Notes referred to herein, then the signature must correspond exactly
with the name(s) of the holder(s) that appear on the security position listing
maintained by the Depository.
If this Notice of Guaranteed Delivery is signed by a person other than
the holder(s) of any Old Notes listed, this Notice of Guaranteed Delivery must
be accompanied by appropriate powers of attorney, in either case signed exactly
as the name or names of the holder(s) that appear on the security position
listing maintained by the Depository.
If this Notice of Guaranteed Delivery is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing, and, unless waived by the Company, proper evidence
satisfactory to the Company of such person's authority so to act must be
submitted with this Notice of Guaranteed Delivery.
3. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions
relating to the Exchange Offer or the procedure for consenting and tendering as
well as requests for assistance or for additional copies of the Prospectus, the
Letter of Transmittal and this Notice of Guaranteed Delivery, may be directed to
the Exchange Agent at the address set forth on the cover hereof or to your
broker, dealer, commercial bank or trust company.
4