Exhibit (a)(1)(D)
Notice of Guaranteed Delivery
for
Tender of Shares of Common Stock
and
Tender of Shares of
Series A 6.75% Convertible Preferred Stock
of
Verio Inc.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON WEDNESDAY, JUNE 14, 2000, UNLESS THE OFFER IS EXTENDED.
This form, or one substantially equivalent hereto, must be used to accept
the Offer (as defined below) if certificates for shares of common stock, par
value $.001 per share ("Common Stock"), or shares of Series A 6.75%
Convertible Preferred Stock, par value $.001 per share ("Preferred Stock" and
together with the Common Stock, the "Shares"), of Verio Inc., a Delaware
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 on or prior to the
Expiration Date (as defined in the Offer to Purchase). Such form may be
delivered by hand, facsimile transmission, or mail to the Depositary. See
Section 4 of the Offer to Purchase, dated May 17, 2000 (the "Offer to
Purchase").
The Depositary for the Offer is:
Norwest Bank Minnesota, N.A.
By Mail: By Hand in New York: By Hand or Overnight
Delivery:
Norwest Bank Minnesota, The Depository Trust
N.A. Company Norwest Bank Minnesota,
P.O. Box 64858 Transfer Agent Drop N.A.
St. Paul, MN 55164-0858 55 Water Street--1st 161 North Concord
Attn: Shareowner Services Floor Exchange
New York, NY 10041-0099 South St. Paul, MN 55075
Facsimile for Eligible Institutions only:
(651) 450-4163
To confirm receipt of Notice of Guaranteed Delivery:
(651) 450-4110
If you require additional information, please call Norwest Bank Minnesota,
N.A. at
(800) 468-9716 or (651) 450-4064
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR
TRANSMISSION OF INSTRUMENTS VIA A FACSIMILE, OTHER THAN AS SET FORTH ABOVE,
DOES NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.
This Notice of Guaranteed Delivery 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" (as defined in the Offer to Purchase)
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal or an
Agent's Message 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.
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED.
Ladies and Gentlemen:
The undersigned hereby tenders to Chaser Acquisition, Inc., a Delaware
corporation, upon the terms and subject to the conditions set forth in the
Offer to Purchase, and the related Letter of Transmittal, receipt of which are
hereby acknowledged, Shares of the Company, pursuant to the guaranteed
delivery procedure set forth in Section 4 of the Offer to Purchase.
Number of shares of Common Stock:__
SIGN HERE
Number of shares of Preferred
Stock:_____________________________
Name(s) of Record Holder(s):
Certificate No(s). (if available):
___________________________________
___________________________________
___________________________________
___________________________________
(Please Print)
If Securities will be tendered by Address(es):_______________________
book-entry transfer at The
Depository Trust Company, please
provide Account No.:_______________
___________________________________
(Zip Code)
Area Code and Telephone No(s):
___________________________________
Dated:_____________________________ ___________________________________
___________________________________
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, 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, guarantees the delivery to the Depositary of the
Shares tendered hereby, together with a properly completed and duly executed
Letter of Transmittal (or manually signed facsimile(s) thereof) and any other
required documents, or an Agent's Message (as defined in the Offer to
Purchase) in the case of a book-entry delivery of Shares, all within three
trading days of the date hereof. A "trading day" is any day on which the New
York Stock Exchange is open for business.
Name of Firm:______________________
Title:_____________________________
___________________________________ Name:______________________________
(Authorized Signature)
(Please Print or Type)
Address:___________________________
Area Code and Telephone No.:_______
___________________________________ Dated:_____________________________
(Zip Code)
DO NOT SEND CERTIFICATES FOR SHARES WITH THIS FORM--CERTIFICATES SHOULD BE
SENT WITH YOUR LETTER OF TRANSMITTAL
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