Exhibit (a)(1)(vi)
Internet Capital Group, Inc.
Notice of Guaranteed Delivery
Pursuant to the Offer to Purchase for Cash
Up to $200,000,000 Aggregate Principal Amount
of its Outstanding
51/2% Convertible Subordinated Notes Due 2004
at a Purchase Price Not Greater than $250
Nor Less than $200
Per $1,000 Principal Amount,
Plus Accrued and Unpaid Interest Thereon
The Depositary for the Offer is:
CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION
By Facsimile Transmission: (215) 972-1685
(for Eligible Institutions Only)
Confirm receipt of Facsimile by Telephone: (215) 988-1319
By Mail: By Overnight Delivery: By Hand Delivery:
P.O. Box 2320 2001 Bryan Street, (9:00 a.m.--5:00 p.m.
Dallas, Texas 75221-2320 10th Floor New York City Time)
Attention: Institutional Dallas, Texas 75201 55 Water Street
Trust Services Attention: Institutional Trust Room 234, North Building
Services New York, New York
10041
Attention: Institutional Trust
Securities Window
Delivery of this Notice of Guaranteed Delivery to an address, or
transmission via facsimile to a number, other than as set forth above will not
constitute valid delivery.
As set forth in the Offer to Purchase dated October 1, 2001 (as it may be
supplemented and amended from time to time, the "Offer to Purchase") of
Internet Capital Group, Inc., a Delaware corporation (the "Purchaser"), under
Item 6, "Procedures for Tendering Notes," and in the instructions of the Letter
of Transmittal (the "Letter of Transmittal" and together with the Offer to
Purchase, the "Offer"), this form, or one substantially equivalent hereto, or
an Agent's Message relating to the guaranteed delivery procedures, must be used
to accept the Purchaser's offer to purchase for cash, upon the terms and
subject to the conditions set forth in the Offer, at prices designated by the
holders, of up to $200,000,000 aggregate principal amount of its outstanding
51/2% Convertible Subordinated Notes due 2004 (the "Notes") at a price not
greater than $250 nor less than $200 per $1,000 principal amount, plus accrued
and unpaid interest thereon to, but not including, the date of purchase if,
prior to the Expiration Date, (a) certificates representing such Notes are not
immediately available, (b) time will not permit such holder's Letter of
Transmittal, certificates representing such Notes and all other required
documents to reach the Depository on or prior to the Expiration Date, or (c)
the procedures for book-entry transfer (including delivery of an Agent's
Message) cannot be completed. This form must be delivered by an Eligible
Institution (as defined herein) by mail or hand delivery or transmitted via
facsimile to the Depositary as set forth above. All capitalized terms herein
but not defined herein shall have the meanings ascribed to them in the Offer to
Purchase.
This form is not to be used to guarantee signatures. If a signature on the
Letter of Transmittal is required to be guaranteed by a Medallion Signature
Guarantor under the instructions thereto, such signature guarantee must appear
in the applicable space provided in the Letter of Transmittal.
The undersigned hereby tender(s) to the Purchaser, upon the terms and
subject to the conditions set forth in the Offer to Purchase and the Letter of
Transmittal (receipt of which is hereby acknowledged), the principal amount of
each series of Notes specified below pursuant to the guaranteed delivery
procedures set forth in the Offer to Purchase under Item 6, "Procedures for
Tendering Notes -- Guaranteed Delivery." The undersigned hereby authorizes the
Depositary to delivery this Notice of Guaranteed Delivery to the Purchaser with
respect to the Notes tendered pursuant to the Offer.
The undersigned understands that the Purchaser will accept for purchase
Notes validly tendered on or prior to the Expiration Date. This Notice of
Guaranteed Delivery may only be utilized prior to the Expiration Date. The
undersigned also understands that tenders of Notes may be withdrawn at any time
prior to the Expiration Date but the Purchase Price shall not be payable in
respect of the Notes so withdrawn. For a valid withdrawal of a tender of Notes
to be effective, it must be made in accordance with the procedures set forth in
Item 7 of the Offer to Purchase, "Withdrawal of Tenders."
The undersigned understands that payment for Notes purchased will be made
only after timely receipt by the Depositary of (i) such Notes, or a Book-Entry
Confirmation, and (ii) a Letter of Transmittal (or a manually signed facsimile
thereof), including by means of an Agent's Message, the transfer of such Notes
into the Depositary's account at DTC with respect to such Notes properly
completed and duly executed, with any signature guarantees and any other
documents required by the Letter of Transmittal within three New York Stock
Exchange, Inc. trading days after the execution hereof. The undersigned also
understands that under no circumstances will interest be paid by the Purchaser
by reason of any delay in making payment to the undersigned.
All authority conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall not be affected by, and shall survive, the death or
incapacity of the undersigned, and every obligation of the undersigned under
this Notice of Guaranteed Delivery shall be binding upon the heirs, executors,
administrators, trustees in bankruptcy, personal and legal representatives,
successors and assigns of the undersigned.
2
This Notice of Guaranteed Delivery must be signed by the holder(s) exactly
as their name(s) appear(s) on certificate(s) for Notes or on a security
position listing as the owner of Notes, or by person(s) authorized to become
holder(s) by endorsements and documents transmitted with this Notice of
Guaranteed Delivery. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must provide the following information.
Please print name(s) and address(es)
Name(s): _____________________________________________________________________
_____________________________________________________________________________
Capacity: ____________________________________________________________________
_____________________________________________________________________________
Address(es):__________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
DO NOT SEND NOTES WITH THIS FORM. NOTES SHOULD BE SENT TO THE DEPOSITARY
TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL.
3
PLEASE SIGN AND COMPLETE
51/2% Convertible Subordinated Notes due 2004
--------------------------------------------------------------------------------------------------------
Tender Price per $1,000
Principal Amount at
Maturity in Increments of $5
(cannot be less than the
Minimum Offer Price or
Principal greater than the Maximum
Certificate Number Amount of Notes Offer Price in respect
Series of Notes (if available)* Tendered** thereof)***
--------------------------------------------------------------------------------------------------------
51/2% Convertible Notes due 2004 (not less than $200 nor
greater than $250)
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
* If the space provided is inadequate, list the certificate numbers, principal amounts and tender price
(if any) in respect of Notes being tendered on a separately executed schedule and affix the
schedule hereto.
** Unless otherwise indicated, it will be assumed that the entire aggregate principal amount at maturity
represented by the Notes specified above is being tendered.
*** Each offer price must be in $5 increments and between the Minimum Offer Price and Maximum
Offer Price (each, as defined in the Offer to Purchase) in respect of the Notes being tendered. The
Minimum Offer Price and Maximum Offer Price in respect of the Notes is also indicated above
parenthetically. In the event no tender price is specified, the holder will be deemed to have
tendered the Notes at the Minimum Offer Price.
--------------------------------------------------------------------------------------------------------
Signature(s) of Registered holder(s) or
Authorized Signatory:
-----------------------------------------------------------------------------------
Name(s) of Registered holder(s):
------------------------------------------------------------------------
Address:
------------------------------------------------------------------------------------------------
Zip Code:
-----------------------------------------------------------------------------------------------
Area Code and Telephone No.:
----------------------------------------------------------------------------
Date:
---------------------------------------------------------------------------------------------------
[_] Check this box if Notes will be delivered by book entry transfer.
Depositary Account No.
-----------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------
4