EXHIBIT (a)(3)
Notice of Guaranteed Delivery
For
Tender of Any and All of the
Limited Partner Units
in
HALLWOOD REALTY PARTNERS, L.P.
As set forth in Section 3 of the Offer to Purchase (as defined below), this
form, or a form substantially equivalent to this form, must be used to accept
the Offer (as defined below) if (1) certificates representing limited partner
units (the "Units"), of Hallwood Realty Partners, L.P., a Delaware limited
partnership (the "Partnership"), are not immediately available, (2) the
procedures for book-entry transfer cannot be completed on a timely basis or (3)
time will not permit all required documents to reach the Depositary prior to the
Expiration Date (as defined in the Offer to Purchase). This form may be
transmitted by facsimile transmission, mail or overnight delivery to the
Depositary or delivered by hand. Please see Section 3 of the Offer to Purchase.
The Depositary for the Offer is:
American Stock Transfer & Trust Company
Facsimile Transmission
(718) 234-5001
Confirm by Telephone
(718) 921-8200
Toll-Free: (800) 937-5449
By Hand: By Overnight Courier: By Mail:
59 Maiden Lane 59 Maiden Lane 59 Maiden Lane
New York, New York 10038 New York, New York 10038 New York, New York 10038
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE 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.
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Ladies and gentlemen:
The undersigned hereby tenders to High River Limited Partnership, a
Delaware limited partnership, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated May 1, 2003 (the "Offer to Purchase"), and
the related Letter of Transmittal (including the Instructions thereto, as it may
be supplemented or amended from time to time (the "Letter of Transmittal" which,
collectively with the Offer to Purchase, constitute the "Offer") receipt of
which is hereby acknowledged, the number of Units set forth below, all pursuant
to the guaranteed delivery procedures set forth in Section 3 of the Offer to
Purchase.
Number of Units:______________________________________________
Certificate Nos. (if available):_____________________________________
Name(s) of Record Holder(s):_____________________________________
(Please Type or Print)
Address(es) of Registered Holder(s) including Zip Code:
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Daytime Telephone Number Signature(s): Dated
(including Area Code)
________,2003
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If Units will be tendered by book-entry transfer:
Account Number at Book-Entry Transfer Facility: _____________________________
GUARANTEE
(Not To Be Used For Signature Guarantee)
The undersigned, a firm that is a member in good standing of a recognized
Medallion Program approved by the Securities Transfer Association, Inc.,
including the Security Transfer Agent Medallion Program, the New York Stock
Exchange, Inc. Medallion Signature Program or the Stock Exchanges Medallion
Program, or is otherwise an "Eligible Guarantor Institution," as that term is
defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), hereby guarantees (1) that the above named person(s)
"own(s)" the Units tendered hereby within the meaning of Rule 14e-4 under the
Exchange Act, (2) that such tender of Units complies with Rule 14e-4 under the
Exchange Act and (3) to deliver to the Depositary either the certificates
representing the Units tendered hereby, in proper form for transfer, or a
Book-Entry Confirmation (as defined in the Offer to Purchase) with respect to
such Units, in any such case together with a properly completed and duly
executed Letter of Transmittal (or a facsimile thereof), with any required
signature guarantees, 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,
within three (3) American Stock Exchange trading days (as defined in the
Offer to Purchase) after the date hereof.
The undersigned that completes this form must communicate the guarantee to
the Depositary and must deliver the Letter of Transmittal and certificates for
Units to the Depositary within the time period shown herein. Failure to do so
could result in financial loss to the undersigned.
Name of Firm:
AUTHORIZED SIGNATURE
Name: ---------------------------------------------------
(Please Type or Print)
Title: --------------------------------------------------
Address: --------------------------------------------------
Zip Code -----------------------------------
Area Code and Telephone Number: ----------------------------------
Dated: ----------------------, 2003
NOTE: DO NOT SEND CERTIFICATES FOR UNITS WITH THIS NOTICE. CERTIFICATES FOR
UNITS SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.