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NOTICE OF GUARANTEED DELIVERY
TO TENDER SHARES OF COMMON STOCK
AND CLASS A COMMON STOCK
OF
SHERIDAN HEALTHCARE, INC.
As set forth in "The Tender Offer -- Section 3" of the Offer to Purchase
described below, this instrument or one substantially equivalent hereto must be
used to accept the Offer (as defined below) if certificates for Shares (as
defined below) are not immediately available or the certificates for Shares and
all other required documents cannot be delivered to American Stock Transfer &
Trust Company (the "Depositary") prior to the Expiration Date (as defined in
"The Tender Offer -- Section 1" of the Offer to Purchase) or if the procedure
for delivery by book-entry transfer cannot be completed on a timely basis. This
instrument may be delivered by hand or transmitted by facsimile transmission or
mail to the Depositary.
The Depositary for the Offer is:
AMERICAN STOCK TRANSFER & TRUST COMPANY
By Mail: By Facsimile Transmission: By Hand or
(for Eligible Institutions only) Overnight Delivery:
40 Wall Street
New York, New York 10005 (718) 236-4588 40 Wall Street
New York, New York 10005
For Information Telephone:
(212) 936-5100
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION 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 IN THE LETTER OF TRANSMITTAL.
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED
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Ladies and Gentlemen:
The undersigned hereby tender(s) to Vestar/Sheridan, Inc., a Delaware
corporation and a wholly owned subsidiary of Vestar/Sheridan Holdings, Inc., a
Delaware corporation and a wholly owned subsidiary of Vestar/Sheridan Investors,
LLC, a Delaware limited liability company, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated March 31, 1999 (the "Offer
to Purchase"), and in 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 of Common Stock, par value $0.01 per share
("Common Stock"), and Class A Common Stock, par value $0.01 per share ("Class A
Common Stock" and, together with the Common Stock, the "Shares"), of Sheridan
Healthcare, Inc., a Delaware corporation, pursuant to the guaranteed delivery
procedure set forth in "The Tender Offer -- Section 3" of the Offer to Purchase.
Signature(s)
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Name(s) of Record Holders
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PLEASE TYPE OR PRINT
Number of Shares
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Certificate Nos. (If Available)
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Dated
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Address(es)
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ZIP CODE
Area Code and Tel. No(s)
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Check box if Shares will be tendered by book-entry transfer
[ ] The Depository Trust Company
Account Number
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm which is 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, (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 ("Rule 14e-4"), (b)
represents that such tender of Shares complies with Rule 14e-4, and (c)
guarantees to deliver to the Depositary either the certificates evidencing all
tendered Shares, in proper form for transfer, or to deliver Shares pursuant to
the procedure for book-entry transfer into the Depositary's account at The
Depository Trust Company (the "Book-Entry Transfer Facility"), in either case
together with the Letter of Transmittal (or a facsimile thereof), properly
completed and duly executed, 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, all within three Nasdaq
National Market trading days after the date hereof.
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NAME OF FIRM
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ADDRESS
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Zip Code
Area Code and Tel. No.
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AUTHORIZED SIGNATURE
Name
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(PLEASE TYPE OR PRINT)
Title
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Dated
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NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES SHOULD
BE SENT WITH LETTER YOUR OF TRANSMITTAL.