EXHIBIT (a)(1)(iii)
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
IF YOU ARE IN ANY DOUBT AS TO THE ACTION TO BE TAKEN, YOU SHOULD SEEK
YOUR OWN FINANCIAL ADVICE IMMEDIATELY FROM YOUR OWN APPROPRIATELY AUTHORIZED
INDEPENDENT FINANCIAL ADVISOR. IF YOU HAVE SOLD OR TRANSFERRED ALL OF YOUR
REGISTERED HOLDINGS OF SHARES (AS DEFINED BELOW), PLEASE FORWARD THIS DOCUMENT
AND ALL ACCOMPANYING DOCUMENTS TO THE STOCKBROKER, BANK OR OTHER AGENT THROUGH
WHOM THE SALE OR TRANSFER WAS EFFECTED FOR TRANSMISSION TO LANDAIR ACQUISITION
CORPORATION OR TRANSFEREE.
NOTICE OF GUARANTEED DELIVERY
TO TENDER SHARES OF COMMON STOCK
PAR VALUE $.01 PER SHARE
OF
LANDAIR CORPORATION
BY
LANDAIR ACQUISITION CORPORATION
A CORPORATION WHOLLY OWNED BY
SCOTT M. NISWONGER
AND
JOHN A. TWEED
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN
STANDARD TIME, ON THURSDAY, JANUARY 23, 2003, UNLESS THE OFFER IS EXTENDED.
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As set forth under Section 3 of the Offer to Purchase (as defined
below), this form (or a facsimile hereof) must be used to accept the Offer (as
defined in the Offer to Purchase) if (i) certificates representing shares of
common stock, par value $.01 per share (the "Shares"), of Landair Corporation, a
Tennessee corporation ("Landair"), are not immediately available, (ii) the
procedure for book-entry transfer cannot be completed on a timely basis, or
(iii) time will not permit certificates representing Shares and any other
required documents to reach the Depositary (as defined in the Offer to Purchase)
prior to the Expiration Date (as defined in the Offer to Purchase). This Notice
of Guaranteed Delivery may be delivered by hand to the Depositary, or
transmitted by telegram, facsimile transmission or mail to the Depositary and
must include a signature guarantee by an Eligible Institution (as defined in the
Offer to Purchase) in the form set forth herein. See the guaranteed delivery
procedures described under Section 3 of the Offer to Purchase.
THE DEPOSITARY FOR THE OFFER IS:
SUNTRUST BANK
BY MAIL: BY OVERNIGHT COURIER: BY HAND:
SUNTRUST BANK SUNTRUST BANK SUNTRUST BANK
ATTN: REORG ATTN: REORG ATTN: REORG
P.O. BOX 4625 58 EDGEWOOD AVE. 58 EDGEWOOD AVE.
ATLANTA, GA 30302 ROOM 225 ROOM 225
ATLANTA, GA 30303 ATLANTA, GA 30303
FOR NOTICE OF GUARANTEED DELIVERY TO CONFIRM FACSIMILE
BY FACSIMILE TRANSMISSION: TRANSMISSION ONLY:
(404) 332-3875 (404) 588-7815
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN
AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION
TO A NUMBER 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 ON THE LETTER OF
TRANSMITTAL.
Ladies and Gentlemen:
The undersigned hereby tenders to Landair Acquisition Corporation, a
Tennessee corporation wholly owned by Scott M. Niswonger and John A. Tweed, upon
the terms and subject to the conditions set forth in the Offer to Purchase,
dated December 23, 2002 (the "Offer to Purchase") and the related Letter of
Transmittal, receipt of which is hereby acknowledged, the number of Shares set
forth below pursuant to the guaranteed delivery procedures set forth in Section
3 of the Offer to Purchase.
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Signature(s):
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Name(s) of Record Holder(s):
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Number of Shares:
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Certificate Number(s) (If Available):
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Dated:________________________, 200__
Address(es):
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(INCLUDE ZIP CODE)
Area Code and Telephone Number(s):
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Taxpayer Identification or Social Security Number:
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Check box if Shares will be tendered by book-entry transfer: [ ]
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THE GUARANTEE ON THE FOLLOWING PAGE MUST BE COMPLETED
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
The undersigned, a participant in the Security Transfer Agents
Medallion Program, the New York Stock Exchange Medallion Signature Guarantee
Program, 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 (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 certificates representing the
Shares tendered hereby, in proper form for transfer, or confirmation of
Book-Entry Transfer of such Shares into the Depositary's accounts at The
Depository Trust Company, in each case with delivery of 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 Nasdaq
National Market trading days after the date hereof.
Name of Firm:
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Address:
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(INCLUDE ZIP CODE)
Area Code and Telephone No.:
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Authorized Signature:
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Name:
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(PLEASE PRINT OR TYPE)
Title:
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Date:
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NOTE: DO NOT SEND CERTIFICATES FOR THE SHARES WITH THIS NOTICE. CERTIFICATES
SHOULD BE SENT ONLY WITH YOUR LETTER OF TRANSMITTAL.
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