NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF COMMON SHARES
OF
AMERICAN PAGING, INC.
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
This Notice of Guaranteed Delivery, or one substantially in the form hereof,
must be used to accept the Offer (as defined below) (i) if certificates ("Share
Certificates") evidencing Common Shares, par value $1.00 per share (the "Common
Shares"), of American Paging, Inc., a Delaware corporation, are not immediately
available, (ii) if Share Certificates and all other required documents cannot be
delivered to Harris Trust and Savings Bank, 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--3. Procedures
for Accepting the Offer and Tendering Common Shares" in the Offer to Purchase.
The Depositary for the Offer Is:
HARRIS TRUST AND SAVINGS BANK
BY MAIL: BY FACSIMILE TRANSMISSION: BY HAND/BY OVERNIGHT DELIVERY:
c/o Harris Trust Company (For Eligible Institutions c/o Harris Trust Company
of New York Only) of New York
Wall Street Station (212) 701-7636 Receive Window
P.O. Box 1023 Wall Street Plaza
New York, New York 10268-1023 88 Pine Street, 19th Floor
New York, New York 10005
CONFIRM BY TELEPHONE:
(212) 701-7624
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION
OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
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" 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 INCLUDED HEREIN MUST BE COMPLETED
Ladies and Gentlemen:
The undersigned hereby tenders to API Merger Corp., a Delaware corporation
and a direct wholly owned subsidiary of Telephone and Data Systems, Inc., an
Iowa corporation, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated February 18, 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 Common Shares specified
below pursuant to the guaranteed delivery procedure described under "THE TENDER
OFFER--3. Procedures for Accepting the Offer and Tendering Shares" in the Offer
to Purchase.
Name(s) of Holders:
--------------------------------------------
Please Type or Print
Number of Common Shares: --------------------------------------------
- ------------------------ Address(es)
Certificate Nos. (if available): --------------------------------------------
- ------------------------ Zip Code
Please check one box if Common Shares will be --------------------------------------------
delivered by book-entry transfer: Area Code and Telephone No.
/ / The Depository Trust Company --------------------------------------------
/ / Philadelphia Depository Trust Company Signature(s) of Holder(s)
Account No. Dated: ----------------, 1998
- ------------------------
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THE GUARANTEE SET FORTH BELOW MUST BE COMPLETED
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm which is a member of a registered national
securities exchange or the National Association of Securities Dealers, Inc. or a
commercial bank or trust company having an office or correspondent in the United
States, guarantees to deliver to the Depositary, at one of its addresses set
forth above, Share Certificates evidencing the Common Shares tendered hereby, in
proper form for transfer, or confirmation of book-entry transfer of such Shares
into the Depositary's account at The Depository Trust Company or the
Philadelphia Depository Trust Company , in each case with delivery of a Letter
of Transmittal (or facsimile thereof) properly completed and duly executed, and
any other required documents, all within three trading days of the date hereof.
- -------------------------------------------- --------------------------------------------
Name of Firm Authorized Signature
- -------------------------------------------- --------------------------------------------
Address Title
- -------------------------------------------- Name ------------------------------------
Zip Code (Please Type or Print)
Area Code and Tel. No. --------------------- Dated ---------------------------------
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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