NOTICE OF GUARANTEED DELIVERY
TO TENDER OF SHARES OF COMMON STOCK
OF
BRISTOL HOTELS & RESORTS
PURSUANT TO THE OFFER TO PURCHASE
DATED MARCH 6, 2000
OF
BHR NORTH AMERICA, INC.
AN INDIRECT, WHOLLY OWNED SUBSIDIARY OF
BASS PLC
This Notice of Guaranteed Delivery, or one substantially in the form hereof,
must be used to accept the Offer (as defined below) (i) if certificates ("Share
Certificates") evidencing shares (the "Shares") of common stock, par value $0.01
per share, of Bristol Hotels & Resorts, a Delaware corporation (the "Company"),
are not immediately available, (ii) if Share Certificates and all other required
documents cannot be delivered to ChaseMellon Shareholder Services, L.L.C., as
Depositary (the "Depositary"), prior to the Expiration Date (as defined under
"Terms of the Offer" in the Offer to Purchase (as defined below)) or (iii) if
the procedure for delivery by book-entry transfer cannot be completed on a
timely basis. This Notice of Guaranteed Delivery may be delivered by hand or
mail to the Depositary. See "Procedures for Accepting the Offer and Tendering
Shares" in the Offer to Purchase.
THE DEPOSITARY FOR THE OFFER IS:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
BY MAIL: BY OVERNIGHT DELIVERY: BY HAND:
P.O. Box 3301 85 Challenger Road 120 Broadway, 13th Floor
South Hackensack, NJ 07606 Mail Drop-Reorg New York, NY 10271
Attn: Reorganization Ridgefield Park, NJ 07660 Attn: Reorganization
Department Attn: Reorganization Department
Department
BY FACSIMILE TRANSMISSION
(FOR ELIGIBLE INSTITUTIONS
ONLY):
(201) 296-4293
CONFIRM BY TELEPHONE:
(201) 296-4860
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DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE WILL 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 BHR North America, Inc., a Delaware
corporation (the "Purchaser") and an indirect, wholly owned subsidiary of Bass
PLC, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated March 6, 2000 (the "Offer to Purchase") and the related Letter of
Transmittal (the "Letter of Transmittal" and, together with the Offer to
Purchase, the "Offer"), receipt of which is hereby acknowledged, ____________
shares of common stock, par value $0.01 per share (the "Shares"), of Bristol
Hotels & Resorts, a Delaware corporation, pursuant to the guaranteed delivery
procedure set forth under "Procedures for Accepting the Offer and Tendering
Shares" in the Offer to Purchase.
Certificate Nos. (if available): SIGN HERE
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(Signature(s) of Holder(s))
Dated:
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Name(s) of Holder(s):
If Shares will be delivered by book-entry
transfer:
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Please type or print
Account No.
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at The Depository Trust Company Address
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Zip Code
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Area Code and Telephone Number
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm which is a member of a registered national
securities exchange or the National Association of Securities Dealers, Inc., or
a commercial bank or trust company having an office or correspondent in the
United States, guarantees (a) 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, (b) that such tender of Shares complies with Rule 14e-4 and (c) to
deliver to the Depositary the Shares tendered hereby, together with a properly
completed and duly executed Letter(s) of Transmittal (or facsimile(s) thereof)
or, in the case of a book-entry transfer, an Agent's Message (as defined in the
Offer to Purchase) in lieu of the Letter of Transmittal, and any other required
documents, all within three New York Stock Exchange trading days of the date
hereof.
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Name of Firm Authorized Signature
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Address Title
Name:
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Zip Code Please type or print
Dated:
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- --------------------------------------------
Area Code and Telephone Number
DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE.
SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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