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NOTICE OF GUARANTEED DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
TO
TENDER SHARES OF COMMON STOCK
(INCLUDING ANY ASSOCIATED STOCK PURCHASE RIGHTS)
OF
GUARANTY NATIONAL CORPORATION
As set forth in Section 3 of the Offer to Purchase described below, this
form or one substantially equivalent hereto must be used to accept the Offer (as
defined below) if certificates for Shares are not immediately available or if
the procedure for book-entry transfer cannot be completed on a timely basis or
time will not permit all required documents to reach the Depositary prior to the
Expiration Date (as defined in Section 1 of the Offer to Purchase) of the Offer.
Such form may be delivered by hand or sent by telegram, facsimile transmission
or mail to the Depositary.
THE DEPOSITARY FOR THE OFFER IS
STATE STREET BANK AND TRUST COMPANY
By Mail: By Overnight Courier: By Hand:
State Street Bank and Trust State Street Bank and Trust Bank of Boston
Company Company c/o Boston Equiserve
Corporate Reorganization Corporate Reorganization 55 Broadway, 3rd Floor
P. O. Box 9061 2 Heritage Drive New York, NY 10006
Boston, MA 02205-8686 North Quincy, MA 02171
Facsimile Transmission Copy Number:
(617) 774-4519
Confirm by telephone to:
(617) 774-4511
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF THIS INSTRUMENT VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature of 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 Orion Capital Corporation, a Delaware
corporation, on behalf of all Purchasers named in and upon the terms and subject
to the conditions set forth in the Offer to Purchase dated May 8, 1996 and the
related Letter of Transmittal (which, as amended from time to time, together
constitute the "Offer"), receipt of which is hereby acknowledged, the number of
shares set forth below of Common Stock, $1.00 par value per share (the
"Shares"), of Guaranty National Corporation (the "Company"), a Colorado
corporation, pursuant to the guaranteed delivery procedure set forth in Section
3 of the Offer to Purchase. All references to Shares include the Rights and all
benefits which may inure to stockholders of the Company pursuant to the Rights
Agreement referred to in the Offer to Purchase dated May 8, 1996.
Number of Shares:
Signature(s)
Name(s)
Certificate Nos. (If Available)
Address
Area Code and Tel. No.
[ ] (Check one if Shares will be
tendered by book-entry transfer)
[ ] The Depository Trust Company
[ ] The Philadelphia Depository Trust Company
Account Number
Dated , 1996
NOTE: REVERSE SIDE MUST BE COMPLETED
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GUARANTEE
The undersigned, a member of a registered national securities exchange or
of the National Association of Securities Dealers, Inc. or a commercial bank or
trust company having an office or correspondent in the United States, (a)
represents that the above-named person(s) "own(s)" the Shares tendered hereby
within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as
amended, and (b) guarantees delivery to the Depositary of certificates for
Shares tendered hereby, in proper form for transfer, or delivery of Shares
pursuant to the procedure for book-entry transfer at The Depository Trust
Company or The Philadelphia Depository Trust Company, in either 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
(as defined in the Offer to Purchase) and any other required documents, all
within three New York Stock Exchange, Inc. trading days after the date hereof.
- ----------------------------------- -----------------------------------
Name of Firm/Participant Number Authorized Signature
- ----------------------------------- -----------------------------------
Address Title
Name
- ----------------------------------- ------------------------------
Zip Code (Please Type or Print)
Area Code and Tel. No. Dated , 1996
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The Eligible Institution which 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.
NOTE: DO NOT SEND STOCK CERTIFICATES WITH THIS FORM