NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF BENEFICIAL INTEREST
OF
WEDGESTONE FINANCIAL
This Notice of Guaranteed Delivery or a form substantially equivalent
hereto must be used to accept the Offer (as defined below) (i) if
certificates ("Share Certificates") evidencing shares of beneficial interest,
$1.00 par value per share, of Wedgestone Financial, a Massachusetts business
trust (the "Shares"), are not immediately available, (ii) if Share
Certificates and all other required documents cannot be delivered to
BankBoston, N.A., as Depositary (the "Depositary"), prior to the Expiration
Date (as defined in Section 1 of the Offer to Purchase (as defined below)) or
(iii) if the procedure for delivery by book-entry transfer cannot be
completed on a timely basis. This Notice of Guaranteed Delivery may be
delivered by hand or mail or transmitted by telegram or facsimile
transmission to the Depositary. See "The Tender Offer -- Section 3.
Procedures for Accepting the Offer and Tendering Shares" in the Offer to
Purchase.
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THE TENDER OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON __________________, 1998, UNLESS
EXTENDED (THE "EXPIRATION DATE").
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THE DEPOSITARY FOR THE OFFER IS:
BANKBOSTON, N.A.
(the "Depositary")
BY MAIL: BY OVERNIGHT DELIVERY: BY HAND:
Corporate Reorganization Corporate Reorganization Securities Transfer & Reporting
Department Department Services, Inc.
P.O. Box 8029 150 Royal Street 55 Broadway-3rd Floor
Boston, MA 02266-8029 Canton, MA 02021 New York, NY
Attention: Delivery Window
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR
TRANSMISSION VIA FACSIMILE TRANSMISSION OR TELEX, OTHER THAN AS SET FORTH ABOVE
WILL NOT CONSTITUTE A VALID DELIVERY.
The Tender Offer is not being made to (nor will the surrender of
Share Certificates be accepted from or on behalf of) shareholders in any
jurisdiction in which the making or acceptance of the Tender Offer would not be
in compliance with the laws of such jurisdiction.
This form is not to be used to guarantee signatures. If a signature
on the 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 Wedgestone Financial, a Massachusetts
business trust, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated February ___, 1998 (the "Offer to Purchase"), and the
related Letter of Transmittal (which together constitute the "Offer"), receipt
of each of which is hereby acknowledged, the number of Shares specified below
pursuant to the guaranteed delivery procedure described under "The Tender Offer
- -- Section 3. Procedures for Accepting the Offer and Tendering Shares" in the
Offer to Purchase.
PLEASE SIGN AND COMPLETE
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Signature(s) of Registered Holders Address(es):
or Authorized Signatory:
Name(s) of Registered Holder(s): Area Code and Telephone No.
If Notes will be
delivered by
book-entry
transfer, check
appropriate box
below:
/ / Depository Trust Company
Date: / / Midwest Securities Trust Company
/ / Philadelphia Depository Trust Company
/ / Account No.
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This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of Share Certificates exactly as their name(s) appear(s) on the Share
Certificates or on a security position listing as the owner(s) of the Share
Certificates, or by person(s) authorized to become registered holder(s) by
endorsements and documents transmitted with this Notice of Guaranteed Delivery
If signature is by a trustee, guardian, attorney-in-fact, officer of a
corporation, executor, administrator, agent or other representative, such person
must provide the following information.
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PLEASE PRINT NAME(S) AND ADDRESS(ES)
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Names(s):
Capacity:
Address(es):
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Do not send Share Certificates with this form. Share Certificates should
be sent to the Depositary; together with a properly completed and validly
executed Letter of Transmittal.
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities
exchange or of the National Association of Securities Dealers, Inc. or a
commercial bank or trust company having an office or a correspondent in the
United States or another "Eligible Guarantor Institution" as defined in Rule
17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby
guarantees that, within three New York Stock Exchange trading days from the
date of this Notice of Guaranteed Delivery, a properly completed and validly
executed Letter of Transmittal (or a facsimile thereof), together with Share
Certificates tendered hereby in proper form for transfer (or confirmation of
the book-entry transfer of such Share Certificates into the Depositary's
account at a Book-Entry Transfer Facility pursuant to the procedure for
book-entry transfer set forth in the Offer to Purchase under the heading "The
Tender Offer -- Section 3. Procedures for Accepting the Offer and Tendering
Shares"), and all other required documents will be deposited by the
undersigned with the Depositary at one of its addresses set forth above.
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Name of Firm:
Authorized Signature
Name:
Title:
Address:
Area Code and Telephone No.
Dated:
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DO NOT SEND SHARE CERTIFICATES WITH THIS FORM. ACTUAL SURRENDER OF
SHARE CERTIFICATES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY A PROPERLY
COMPLETED AND VALIDLY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED
DOCUMENTS.