Exhibit (a)(1)(C)
Delta and Pine Land Company
NOTICE OF
GUARANTEED DELIVERY
(Not to be Used for Signature Guarantee)
for
Offer to Purchase for Cash by Delta and Pine Land Company
up to 1,739,130 Shares of its Common Stock at a Purchase Price
Not Greater Than $28.75 Nor Less Than $25.00 Per Share
THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, MAY 17, 2005 UNLESS D&PL EXTENDS THE
TENDER OFFER.
As set forth in Section 3 of the offer to purchase, dated April 20, 2005, you
should use this notice of guaranteed delivery (or a facsimile of it) to accept
the tender offer (as defined herein) if:
(a) your share certificates are not immediately available or you cannot deliver
certificates representing shares of common stock, par value $0.10 per share of
Delta and Pine Land Company, a Delaware corporation ("D&PL"), prior to the
"expiration date" (as defined in Section 1 of the offer to purchase); or
(b) the procedure for book-entry transfer cannot be completed before the
expiration date; or
(c) time will not permit a properly completed and duly executed letter of
transmittal and all other required documents to reach the depositary referred to
below before the expiration date.
You may deliver this notice of guaranteed delivery (or a facsimile of it),
signed and properly completed, by hand, mail, overnight courier or facsimile
transmission so that the depositary receives it before the expiration date. See
Section 3 of the offer to purchase and Instruction 2 to the letter of
transmittal.
The depositary for the tender offer is:
Illinois Stock Transfer Company
Telephone: (800) 757-5755 or
(312) 427-2953
Facsimile: (312) 427-2879
Hours: 7:30 a.m.- 4:00 p.m. Central Time
By First Class Mail: By Express Mail or Overnight Courier: By Hand:
209 West Jackson Boulevard, 209 West Jackson Boulevard, 209 West Jackson Boulevard,
Suite 903 Suite 903 Suite 903
Chicago, IL 60606 Chicago, IL 60606 Chicago, IL 60606
Delivery of this notice of guaranteed delivery to an address other than those
shown above or transmission of instructions via the facsimile number other than
the one listed above does not constitute a valid delivery.
Deliveries to D&PL, to the dealer manager of the tender offer, or to the
information agent of the tender offer will not be forwarded to the depositary
and therefore will not constitute valid delivery. Deliveries to the book-entry
transfer facility (as defined in the offer to purchase) will not constitute
valid delivery to the depositary.
You cannot use this notice of guaranteed delivery form to guarantee signatures.
If a signature on the letter of transmittal is required to be guaranteed by an
"eligible guarantor institution" (as defined in Section 3 of the offer to
purchase) under the instructions thereto, such signature must appear in the
applicable space provided in the signature box on the letter of transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders to D&PL the number of shares indicated below, at
the price per share indicated below, net to the seller in cash, without
interest, upon the terms and subject to the conditions set forth in the offer to
purchase and the related letter of transmittal, which together (and as each may
be amended or supplemented from time to time) constitute the tender offer, and
the receipt of which is hereby acknowledged. This tender is being made pursuant
to the guaranteed delivery procedure set forth in Section 3 of the offer to
purchase.
Number of Shares Being Tendered Hereby: ____________ Shares
CHECK ONE AND ONLY ONE BOX. IF YOU CHECK MORE THAN ONE BOX, OR IF YOU DO NOT
CHECK ANY BOX, YOU WILL HAVE FAILED TO VALIDLY TENDER ANY SHARES.
________________________________________________________________________________
SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE TENDER
OFFER
(See Instruction 5 of the letter of transmittal)
|_| The undersigned wants to maximize the chance of having D&PL purchase
all shares the undersigned is tendering (subject to the possibility of
proration). Accordingly, by checking this ONE box INSTEAD OF ONE OF THE
PRICE BOXES BELOW, the undersigned hereby tenders shares and is willing
to accept the purchase price determined by D&PL pursuant to the terms
of the tender offer (the "Purchase Price"). This action could result in
receiving a price per share as low as $25.00.
- OR -
SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER
(See Instruction 5 of the letter of transmittal)
By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, the undersigned
hereby tenders shares at the price checked. This action could result in none of
the shares being purchased if the Purchase Price is less than the price checked
below. A stockholder who desires to tender shares at more than one price must
complete a separate letter of transmittal for each price at which the
stockholder tenders shares. You cannot tender the same shares at more than one
price, unless you have previously validly withdrawn those shares tendered at a
different price in accordance with Section 4 of the offer to purchase.
Price (in Dollars) Per Share at Which Shares Are Being Tendered
|_| $25.00 |_| $26.00 |_| $27.00 |_| $28.00
|_| $25.25 |_| $26.25 |_| $27.25 |_| $28.25
|_| $25.50 |_| $26.50 |_| $27.50 |_| $28.50
|_| $25.75 |_| $26.75 |_| $27.75 |_| $28.75
You WILL NOT have validly tendered your shares
unless you check ONE AND ONLY ONE BOX ON THIS PAGE.
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ODD LOTS
(See Instruction 6 of the letter of transmittal)
To be completed only if shares are being tendered by or on behalf of a person
owning, beneficially or of record, an aggregate of fewer than 100 shares.
On the date hereof, the undersigned either (check ONE box):
|_| is the beneficial or record owner of an aggregate of fewer than 100
shares and is tendering all of those shares; or
|_| is a broker, dealer, commercial bank, trust company or other nominee
that (i) is tendering, for the beneficial owner(s) thereof, shares with
respect to which it is the record holder, and (ii) believes, based upon
representations made to it by such beneficial owner(s), that each such
person was the beneficial owner of an aggregate of fewer than 100
shares and is tendering all of such shares.
In addition, the undersigned is tendering shares (check ONE box):
|_| at the Purchase Price, which will be determined by D&PL in accordance
with the terms of the tender offer (persons checking this box should
check the first box on page 2 of this notice of guaranteed delivery,
under the heading "Shares Tendered at Purchase Price Pursuant to the
Tender Offer"); or
|_| at the price per share indicated under the heading, "Shares Tendered
at Price Determined by Stockholder" on page 2 of this notice of
guaranteed delivery.
CONDITIONAL TENDER
(See Instruction 11 of the letter of transmittal)
A tendering stockholder may condition such stockholder's tender of any shares
upon D&PL purchasing a specified minimum number of the shares such stockholder
tenders, as described in Section 6 of the offer to purchase. Unless D&PL
purchases at least the minimum number of shares you indicate below pursuant to
the terms of the tender offer, D&PL will not purchase any of the shares tendered
below. It is the tendering stockholder's responsibility to calculate that
minimum number, and we urge each stockholder to consult his or her own tax
advisor in doing so. Unless you check the box immediately below and specify, in
the space provided, a minimum number of shares that D&PL must purchase if D&PL
purchases any shares from you, D&PL will deem your tender unconditional.
|_| The minimum number of shares that D&PL must purchase from me if D&PL
purchases any shares from me, is: ______________ shares.
If, because of proration, D&PL will not purchase the minimum number of shares
that you designate, D&PL may accept conditional tenders by random lot, if
necessary. However, to be eligible for purchase by random lot, the tendering
stockholder must have tendered all of his or her shares. To certify that you are
tendering all of the shares you own, check the box below.
|_| The tendered shares represent all shares held by the undersigned.
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STOCKHOLDERS COMPLETE AND SIGN BELOW
Certificate No.(s) (if available):
________________________________________________________________________________
Name(s) of Stockholders: Area Code & Phone No.: Address(es) of Stockholders:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Signature(s) of Stockholder(s): Date:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
If shares will be tendered by book-entry transfer provide the following
information:
Name of Tendering Institution:
________________________________________________________________________________
Account No:
________________________________________________________________________________
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GUARANTEE
(Not to be used for Signature Guarantee)
The undersigned, a bank, broker, dealer, credit union, savings association or
other entity is a member in good standing in an acceptable medallion guarantee
program or a bank, broker, dealer, credit union, savings association or other
entity which is an "Eligible Guarantor Institution," as such term is defined in
Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each of the
foregoing constituting an "Eligible Guarantor Institution") guarantees the
delivery of the shares tendered hereby to the depositary, in proper form for
transfer, or a confirmation that the shares tendered hereby have been delivered
under the procedure for book-entry transfer set forth in the offer to purchase
into the depositary's account at the book-entry transfer facility, together with
a properly completed and duly executed letter of transmittal and any other
required documents, all within three New York Stock Exchange trading days of the
date hereof.
Name of Firm: Name of Firm:
______________________________________ ___________________________________
Authorized Signature: Authorized Signature:
______________________________________ ___________________________________
Name: Name:
______________________________________ ___________________________________
Title: Title:
______________________________________ ___________________________________
Address: Address:
______________________________________ ___________________________________
Zip Code: Zip Code:
______________________________________ ___________________________________
Area Code and Telephone Number: Area Code and Telephone Number:
______________________________________ ___________________________________
Dated: Dated:
________________________________, 2005 ____________________________, 2005
DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE OF GUARANTEED DELIVERY.
SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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