Exhibit (a)(1)(C)
NOTICE OF GUARANTEED DELIVERY
for
Tender of Shares of Common Stock
(Including Associated Rights to Purchase Series A
Junior Participating Preferred Stock)
of
E.W. Blanch Holdings, Inc.
to
Barrel Acquisition Corporation
A Wholly Owned Indirect Subsidiary of
Benfield Greig Group plc
(Not to be Used for Signature Guarantees)
As set forth in Section 2 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 representing shares of common stock, par
value $0.01 per share of E.W. Blanch Holdings, Inc., a Delaware corporation
(the "Company") (including the associated rights to purchase Series A Junior
Participating Preferred Stock) (the "Shares"), are not immediately available or
if the procedures for book-entry transfer cannot be completed on a timely basis
or time will not permit all required documents to reach U.S. Trust Company of
New York (the "Depositary") prior to the Expiration Date (as defined in the
Offer to Purchase). This form may be delivered by hand to the Depositary, by
facsimile transmission or by mail to the Depositary and must include a
guarantee by an Eligible Institution (as defined in the Offer to Purchase). See
Section 2 of the Offer to Purchase.
The Depositary for the Offer is:
U.S. Trust Company of New York
30 Broad Street, B-Level
New York, NY 10004-2304
Telephone: (800) 548-6565 (Toll Free)
Facsimile: (212) 422-0183 or (646) 458-8104
By Overnight Courier and By Hand Delivery by 4:30 p.m. By Registered or
by Hand Delivery Monday-Friday Certified Mail
After 4:30 p.m. on
Expiration Date:
U.S. Trust Company of New York U.S. Trust Company of New York U.S. Trust Company of New York
30 Broad Street, 14th Floor 30 Broad Street, B-Level P.O. Box 112
New York, NY 10004-2304 New York, NY 10004-2304 Bowling Green Station
New York, NY 10274-0112
If you are an accredited investor holding physical securities, then the "BY
REGISTERED OR CERTIFIED MAIL" address is: U.S. Trust Company of New York, P.O.
Box 84, Bowling Green Station, New York, NY 10274-0084.
Questions and requests for assistance may be directed to the Information
Agent or the Dealer Manager at their respective telephone numbers and locations
listed below. Additional copies of this Offer to Purchase, the Letter of
Transmittal, the Notice of Guaranteed Delivery or any other tender offer
materials may be obtained from the Information Agent. You may also contact your
broker, dealer, bank, trust company or other nominee for assistance concerning
the Offer.
The Information Agent for the Offer is:
Innisfree M&A Inc.
501 Madison Avenue, 20th Floor
New York, NY 10022
Telephone: 212-750-5833
or
Toll-Free: 888-750-5834
The Co-Dealer Managers for the Offer are:
Bear, Stearns & Co. Inc.
245 Park Avenue
New York, NY 10167
Call Toll Free: 877-341-4836
and
Banc of America Securities LLC
9 West 57th Street
New York, NY 10019
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS
VIA A FACSIMILE 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.
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED.
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Ladies and Gentlemen:
The undersigned hereby tenders to Barrell Acquisition Corporation, a
Delaware corporation (the "Purchaser") and a wholly owned indirect subsidiary
of Benfield Greig Group plc, a public limited company incorporated under the
laws of England and Wales, upon the terms and subject to the conditions set
forth in the Purchaser's Offer to Purchase dated April 30, 2001 (the "Offer to
Purchase"), and in 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 set forth below,
all pursuant to the guaranteed delivery procedures set forth in Section 2 of
the Offer to Purchase.
Number of Shares Tendered __________________________________________________
____________________________________________________________________________
Certificate Nos. (if available) ____________________________________________
____________________________________________________________________________
(Check box if Shares will be tendered by book-entry transfer) _____________
[_]The Depository Trust Company
Account Number _____________________________________________________________
Dated: _________________________________
Name(s) of Record Holder(s): _______________________________________________
____________________________________________________________________________
Please Print
Address(es): _______________________________________________________________
(Zip Code)
Area Code and Tel. No(s): __________________________________________________
Signature(s): ______________________________________________________________
____________________________________________________________________________
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THE GUARANTEE SET FORTH BELOW MUST BE COMPLETED
GUARANTEE
(Not to be Used for Signature Guarantee)
The undersigned, a firm that is a participant in the Security Transfer
Agents Medallion Program or the New York Stock Exchange Guarantee Program
or the Stock Exchange Medallion Program or an "eligible guarantor
institution," as such term is defined in Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended, 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 (as defined in
the Offer to Purchase) with respect to such Shares, in any such case
together with a properly completed and duly executed Letter of Transmittal
(or a manually signed facsimile thereof), with any required signature
guarantees, or an Agent's Message (as defined in the Offer to Purchase),
and any other required documents, within three New York Stock Exchange
trading days (as defined in the Letter of Transmittal) after the date
hereof.
The Eligible Institution that 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.
Name of Firm: ______________________________________________________________
Address: ___________________________________________________________________
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(Zip Code)
Area Code and Tel. No.: ____________________________________________________
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(Authorized Signature)
Name: ______________________________________________________________________
(Please Print Or Type)
Title: _____________________________________________________________________
Dated: _______________________________
NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES FOR
SHARES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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