NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
MINOLTA-QMS, INC.
TO
MINOLTA INVESTMENTS COMPANY,
A WHOLLY-OWNED SUBSIDIARY
OF
MINOLTA CO., LTD.
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME,
ON TUESDAY, OCTOBER 31, UNLESS THE OFFER IS EXTENDED.
This Notice of Guaranteed Delivery, or a form substantially equivalent
hereto, must be used to accept the Offer (as defined below) if certificates
representing shares of common stock, par value $0.01 per share (the "Common
Stock"), of Minolta-QMS, Inc., a Delaware corporation (the "Company"), including
the associated rights to purchase shares of the Series A Participating Preferred
Stock of the Company issued pursuant to the Rights Agreement (as defined in the
Offer to Purchase) (the "Rights" and, together with the Common Stock, the
"Shares"), are not immediately available, if the procedure for book-entry
transfer cannot be completed prior to the Expiration Date (as defined in the
section "THE TENDER OFFER--Section 1. Terms of the Offer; Expiration Date" of
the Offer to Purchase), or if time will not permit all required documents to
reach the Depositary prior to the Expiration Date. Such form may be delivered by
hand, transmitted by facsimile transmission or mailed to the Depositary. See the
section "THE TENDER OFFER--Section 3. Procedures for Accepting the Offer and
Tendering Shares" of the Offer to Purchase.
THE DEPOSITARY FOR THE OFFER IS:
ChaseMellon Shareholder Services, L.L.C.
BY MAIL: BY HAND: BY OVERNIGHT DELIVERY:
Reorganization Department Reorganization Department Reorganization Department
P.O. Box 3301 120 Broadway 85 Challenger Road
South Hackensack, NJ 07606 13th Floor Mail Stop-Reorg
New York, NY 10271 Ridgefield Park, NJ 07660
BY FACSIMILE TRANSMISSIONS:
(FOR ELIGIBLE INSTITUTIONS ONLY)
(201) 296-4293
CONFIRM FACSIMILE BY
TELEPHONE
(201) 296-4860
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER 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.
The Eligible Institution that completes this form must communicate the
guarantee 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.
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED.
Ladies and Gentlemen:
The undersigned hereby tenders to Minolta Investments Company, a Delaware
corporation ("Purchaser") and wholly-owned subsidiary of Minolta Co., Ltd., a
Japanese corporation ("Parent"), upon the terms and subject to the conditions
set forth in Purchaser's Offer to Purchase, dated October 3, 2000 (the "Offer to
Purchase"), and the related Letter of Transmittal (which, together with any
amendments or supplements thereto, constitute the "Offer"), receipt of which is
hereby acknowledged, the number of Shares set forth below pursuant to the
guaranteed delivery procedures set forth in the section "THE TENDER OFFER --
Section 3. Procedures for Accepting the Offer and Tendering Shares" of the Offer
to Purchase.
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Number of Shares: __________________________________________________________
Certificate Nos. (if available):
____________________________________________________________________________
____________________________________________________________________________
Check box if Shares will be tendered by book-entry transfer: / /
Account Number: ____________________________________________________________
Dated: _______________________________________________________________, 2000
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Name(s) of Record Holder(s): _______________________________________________
____________________________________________________________________________
____________________________________________________________________________
PLEASE PRINT
Address(es): _______________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
ZIP CODE
Area Code and Tel. No.:
____________________________________________________________________________
Signature(s): ______________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
The undersigned, a participant in the Security Transfer Agents Medallion
Program, the New York Stock Exchange Medallion Signature Guarantee Program or
the Stock Exchange Medallion Program, guarantees to deliver to the Depositary
either certificates representing the Shares tendered hereby, in proper form for
transfer, or confirmation of book-entry transfer of such Shares into the
Depositary's account at The Depository Trust Company, in each case with delivery
of a properly completed and duly executed Letter of Transmittal (or facsimile
thereof), with any required signature guarantees, or an Agent's Message, and any
other documents required by the Letter of Transmittal, within three trading days
(as defined in the Offer to Purchase) after the date hereof.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
certificates for Shares to the Depositary within the same time period herein.
Failure to do so could result in a financial loss to such Eligible Institution.
Name of Firm: AUTHORIZED SIGNATURE
Address: Name:
PLEASE PRINT
Title:
ZIP CODE
Area Code & Tel. No: Date:, 2000
DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES SHOULD BE SENT ONLY WITH
YOUR LETTER OF TRANSMITTAL.
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