EXHIBIT (a)(1)(C)
NOTICE OF GUARANTEED DELIVERY
(Not to be used for Signature Guarantees)
For Tender of Shares of Common Stock
of
Hooker Furniture Corporation
Pursuant to the Offer to Purchase
dated August 9, 2000
by
Hooker Furniture Corporation
Employee Stock Ownership Plan Trust
(The "ESOP Trust")
As set forth in Section 3 of the offer to purchase, dated August 9, 2000,
this notice of guaranteed delivery, or a facsimile hereof, must be used to
accept the tender offer if:
(a) certificates representing shares of common stock, no par value per
share, of Hooker Furniture Corporation, a Virginia corporation, cannot be
delivered prior to the "expiration date" (as defined in Section 1 of the
offer to purchase); or
(b) the procedure for book-entry transfer cannot be completed before the
"expiration date" (as defined in Section 1 of the offer to purchase); or
(c) time will not permit a properly completed and duly executed letter
of transmittal, or manually signed facsimile thereof, and all other
required documents to reach the depositary referred to below before the
expiration date.
This form or a facsimile of it, signed and properly completed, may be
delivered by hand or transmitted by facsimile transmission or mailed to the
depositary so that it is received by the depositary before the expiration date.
See Section 3 of the offer to purchase.
The depositary for the tender offer is:
First Union National Bank
By mail: By hand/overnight delivery:
First Union National Bank First Union National Bank
1525 West W.T. Harris Blvd. 1525 West W.T. Harris Blvd.
Charlotte, NC 28288 Charlotte, NC 28262
Attn: Corporate Actions NC-1153 Attn: Corporate Actions NC-1153
Toll-Free Telephone: (800) 829-8432
Facsimile: (704) 590-7628
Delivery of this notice of guaranteed delivery to an address other than
those shown above or transmission of instructions via the facsimile number
other than the one listed above does not constitute a valid delivery.
Deliveries to the Hooker Furniture Corporation Employee Stock Ownership Plan
Trust, the offeror of the tender offer, Hooker Furniture Corporation or
Corporate Investor Communications, Inc., the information agent of the tender
offer, will not be forwarded to the depositary and therefore will not
constitute valid delivery. Deliveries to the book-entry transfer facility (as
defined in the offer to purchase) will not constitute valid delivery to the
depositary.
This notice of guaranteed delivery form is not to be used to guarantee
signatures. If a signature on the letter of transmittal is required to be
guaranteed by an "eligible guarantor institution" (as defined in Section 3 of
the offer to purchase) under the instructions thereto, such signature must
appear in the applicable space provided in the signature box on the letter of
transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders the above described to the ESOP Trust at the
purchase price of $12.50 per share, net to the seller in cash, without
interest, upon the terms and subject to the conditions set forth in the offer
to purchase, and the related letter of transmittal, which, as may be amended
and supplemented from time to time, together constitute the tender offer,
receipt of which are hereby acknowledged.
Name of Record Holder(s): _________________________________________________
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Address(es): ______________________________________________________________
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Area Code(s) and Tel. No(s).: (home)________________(work)_________________
Signature(s): _____________________________________________________________
Date: _____________________________________________________________________
Number of shares of Common Stock: _________________________________________
Certificate Number(s) if available: _______________________________________
If shares of Common Stock will be tendered by book-entry transfer check
box:
[_]Name of Tendering Institution: _________________________________________
Account Number: __________________________________________________________
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GUARANTEE
(Not To Be Used for Signature Guarantee)
The undersigned, a bank, broker, dealer, credit union, savings association
or other entity which is a member in good standing of the Securities Transfer
Agents Medallion Program or a bank, broker, dealer, credit union, savings
association or other entity which is an "eligible guarantor institution," as
such term is defined in Rule 17ad-15 under the Securities Exchange Act of 1934,
as amended, each of the foregoing constituting an "eligible guarantor
institution," guarantees the delivery to the depositary of the shares tendered
hereby, in proper form for transfer, or a confirmation that the shares tendered
hereby have been delivered under the procedure for book-entry transfer set
forth in the offer to purchase into the depositary's account at the book-entry
transfer facility, together with a properly completed and duly executed letter
of transmittal, or a manually signed facsimile thereof, and any other required
documents, all within three business days of the date hereof.
Name of Firm: _____________________________________________________________
Authorized Signature: _____________________________________________________
Name: _____________________________________________________________________
Title: ____________________________________________________________________
Address (including zip code): _____________________________________________
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Area Code and Telephone No.: ______________________________________________
Dated: ______________________________________________________________, 2000
NOTE: DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE OF GUARANTEED
DELIVERY. SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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