Exhibit 99.4(a)(5)(i)
RSV BANCORP, INC.
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
This notice of guaranteed delivery, or one substantially in the form
hereof, must be used to accept the tender offer by RSV Bancorp, Inc., and if :
o certificates evidencing shares of common stock, $.10 par value per
share, of RSV Bancorp, Inc. are not immediately available or cannot be
delivered to the depositary before the expiration date; or
o time will not permit all required documents, including a properly
completed and duly executed letter of transmittal (or a manually
signed facsimile of the letter of transmittal), and any other required
documents, to reach the depositary prior to the expiration date (as
defined in the offer to purchase).
This notice of guaranteed delivery, properly completed and duly executed,
may be delivered by hand, mail, overnight courier or facsimile transmission to
the depositary. See section 2 of the offer to purchase.
The Depositary for the offer is:
REGISTRAR AND TRANSFER COMPANY
By Mail or Overnight Courier: For Assistance: By Hand:
Registrar and Transfer Company (800) 368-5948 c/o The Depository Trust Co.
10 Commerce Drive Transfer Agent Drop
Cranford, New Jersey 07016-3572 55 Water Street, 1st Floor
New York, New York 10041
By Facsimile:
(908) 497-2311
(For Eligible Institutions Only)
For this notice to be validly delivered, it must be received by the
depositary at one of the above addresses before the offer expires. Delivery of
this notice to another address will not constitute a valid delivery. Deliveries
to RSV Bancorp, Inc. or the information agent will not be forwarded to the
depositary and will not constitute a valid delivery.
This notice of guaranteed delivery 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 the offer to
purchase) under the instructions to the letter of transmittal, the signature
guarantee must appear in the applicable space provided in the signature box on
the letter of transmittal.
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NOTICE OF GUARANTEED DELIVERY
By signing this notice of guaranteed delivery, you tender to RSV Bancorp,
Inc. at the price per share indicated in this notice of guaranteed delivery,
upon the terms and subject to the conditions described in the offer to purchase
and the related letter of transmittal, receipt of which you hereby acknowledge,
the number of shares specified below pursuant to the guaranteed delivery
procedure described in Section 2 of the offer to purchase.
Number of shares to be tendered:
___________________ shares.
PRICE AT WHICH YOU ARE TENDERING
(SEE INSTRUCTION 5 TO THE LETTER OF TRANSMITTAL)
You must check one box and only one box if you want to tender your shares. If
more than one box is checked or if no box is checked, your shares will not be
properly tendered.
SHARES TENDERED AT A PRICE DETERMINED BY YOU:
By checking one of the following boxes below instead of the box under "Shares
tendered at a price determined pursuant to the offer" you are tendering shares
at the price checked. This action could result in none of your shares being
purchased, if the purchase price selected by RSV Bancorp, Inc. for the shares is
less than the price checked below. If you want to tender portions of your shares
at more than one price, you must complete a separate letter of transmittal for
each price at which you tender shares. The same shares cannot be tendered at
more than one price.
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
[ ] $17.00 [ ] $17.75 [ ] $18.50
[ ] $17.25 [ ] $18.00 [ ] $18.75
[ ] $17.50 [ ] $18.25 [ ] $19.00
OR
SHARES TENDERED AT A PRICE DETERMINED PURSUANT TO THE OFFER:
[ ] By checking this one box instead of one of the price boxes above, you are
tendering shares and are willing to accept the purchase price selected by
RSV Bancorp, Inc. in accordance with the terms of the offer. This action
will maximize the chance of having RSV Bancorp, Inc. purchase your shares
(subject to the possibility of proration). Note this action could result in
your receiving a price per share as low as $17.00.
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ODD LOTS
(SEE INSTRUCTION 9 TO THE LETTER OF TRANSMITTAL)
Complete this section only if you own, or are tendering on behalf of a person
who owns, beneficially or of record, an aggregate of fewer than 100 shares and
are tendering all of your shares.
You either (check one box):
[ ] are the beneficial or record owner of an aggregate of fewer than 100
shares, all of which are being tendered; or
[ ] are a broker, dealer, commercial bank, trust company, or other nominee that
(a) is tendering for the beneficial owner(s), shares with respect to which
it is the record holder, and (b) believes, based upon representations made
to it by the beneficial owner(s), that each such person is the beneficial
owner of an aggregate of fewer than 100 shares and is tendering all of the
shares.
CONDITIONAL TENDER
You may condition your tender of shares on RSV Bancorp, Inc. purchasing a
specified minimum number of your tendered shares, all as described in Section 6
of the offer to purchase. Unless the minimum number of shares you indicate below
is purchased by RSV Bancorp, Inc. in the offer, none of the shares you tendered
will be purchased. It is your responsibility to calculate that minimum number of
shares that must be purchased if any are purchased, and you are urged to consult
your own tax advisor before completing this section. Unless this box has been
checked and a minimum number of shares specified, your tender will be deemed
unconditional.
[ ] The minimum number of shares that must be purchased, if any are purchased,
is: ____________ shares.
If because of proration, the minimum number of shares that you designated above
will not be purchased, RSV Bancorp, Inc. may accept conditional tenders by
random lot, if necessary. However, to be eligible for purchase by random lot,
you must have tendered all your shares and checked this box:
[ ] The tendered shares represent all shares held by me.
Signature(s):_________________________________________________________
Name(s) of Record Holder(s):
___________________________________________
(Please Type or Print)
Certificate Nos.: ______________________________________________________
Address:_____________________________________________________________
(Zip Code)
Daytime Area Code and Telephone No.:____________________________________
Date: _________ __, 2004
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GUARANTEE OF DELIVERY
(NOT TO BE USED FOR A SIGNATURE GUARANTEE.)
The undersigned, a bank, broker, dealer, credit union, savings
association or other entity that 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 that is an "eligible guarantor institution,"
as that term is defined in Rule 17Ad-15 promulgated under the Securities
Exchange Act of1934, as amended (each of the foregoing constituting an "eligible
institution"),guarantees the delivery to the depositary of the shares tendered,
in proper form for transfer, together with a properly completed and duly
executed letter of transmittal (or a manually signed facsimile of the letter of
transmittal), and any other required documents, all within three (3) NASDAQ
trading days, after the date of receipt by the depositary of this notice of
guaranteed delivery.
The eligible institution that completes this form must communicate the
guarantee to the depositary and must deliver the letter of transmittal and
certificates representing shares to the depositary within the time period set
forth in the offer to purchase. Failure to do so could result in a financial
loss to the eligible institution.
Name of Firm: ___________________________________________________
Address: ________________________________________________________
Area Code and Telephone Number: ___________________________________
Authorized Signature Name: _________________________________________
Please Print Name: _________________________________________________
Title: ____________________________________________________________
Date: __________________________, 2004.
NOTE: DO NOT SEND SHARE CERTIFICATES WITH THIS FORM. CERTIFICATES FOR SHARES
SHOULD BE SENT WITH THE LETTER OF TRANSMITTAL.
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