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NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
OF
COMPUTER RESEARCH, INC.
As set forth in Section 3 of the Offer to Purchase (as defined below), this
form or one substantially equivalent hereto must be used to accept the Offer (as
defined below) if certificates for shares of Common Stock, no par value (the
"Shares"), of Computer Research, Inc., a Pennsylvania corporation (the
"Company"), 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 at the address set forth below on or
prior to the Expiration Date (as defined in the Offer to Purchase). This form
may be delivered by hand or transmitted by telegram, facsimile transmission or
mail to the Depositary and must include a guarantee by an Eligible Institution
(as defined in the Offer to Purchase). See Section 3 of the Offer to Purchase.
THE DEPOSITARY FOR THE OFFER IS:
REGISTRAR AND TRANSFER COMPANY
By Mail: By Facsimile Transmission: By Hand Delivery:
Registrar and Transfer Company (908) 497-2310 c/o The Depository Trust Co.
10 Commerce Drive (for Eligible Institutions Transfer Agent Drop
Cranford, New Jersey 07016 only) 55 Water Street, 1st Floor
New York, NY 10041-0099
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER, OTHER THAN AS SET FORTH
ABOVE, DOES 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.
Ladies and Gentlemen:
The undersigned hereby tenders to CRI Acquisition, Inc., a Delaware
corporation (the "Purchaser"), upon the terms and subject to the conditions set
forth in the Purchaser's Offer to Purchase dated August 4, 2000 (the "Offer to
Purchase"), and the related Letter of Transmittal (which, together with any
amendments or supplements thereto, collectively constitute the "Offer"), receipt
of which is hereby acknowledged, the number of Shares (as such term is defined
in the Offer to Purchase) set forth below, all pursuant to the guaranteed
delivery procedures set forth in Section 3 of the Offer to Purchase.
Number of Shares: Name(s) of Record Holder(s):
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(Please Print)
Certificate No.(s) (if available): Address(es):
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(Zip Code)
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If Share(s) will be tendered by book-entry transfer, check the following box:
[ ] The Depository Trust Company
Account Number: Area Code and Telephone Number(s):
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Dated: Signature(s):
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THE GUARANTEE BELOW MUST BE COMPLETED
GUARANTEE
(NOT TO BE USED FOR A SIGNATURE GUARANTEE)
The undersigned, a participant in the Security Transfer Agent's Medallion
Program, the New York Stock Exchange Medallion Signature Guarantee Program or
the Stock Exchange Medallion Program, hereby guarantees to deliver to the
Depositary either the certificates representing the Shares tendered hereby, in
proper form for transfer, or a Book-Entry Confirmation with respect to such
Shares, in any such case together with a properly completed and duly executed
Letter of Transmittal (or facsimile thereof), with any required signature
guarantees, or an Agent's Message, and any other required documents within three
trading days (as defined in the Offer to Purchase) after the date hereof.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver such Letter of Transmittal and such
certificates for Shares, or such Book-Entry Confirmation, to the Depositary
within the time period shown herein. Failure to do so could result in a
financial loss to such Eligible Institution. All capitalized terms used herein
have the meanings set forth in the Offer to Purchase.
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Name of Firm
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Address
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Area Code and Telephone Number
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Authorized Signature
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Title
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Name
(Please type or print)
Dated:
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NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE OF GUARANTEED
DELIVERY. CERTIFICATES FOR SHARES SHOULD BE SENT WITH YOUR LETTER OF
TRANSMITTAL.
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