EXHIBIT (a)(1)(iii)
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NOT VALID UNLESS SIGNED BY AN ELIGIBLE INSTITUTION
GIBBS HOLDINGS, LLC
Notice of Guaranteed Delivery
of Shares of Common Stock of Redwood Microcap Fund, Inc.
Pursuant to an Offer to Purchase for Cash
Redwood Microcap Fund, Inc. Common Stock
At a Purchase Price of $1.60 Per Share
This form, or a facsimile hereof, must be used to accept the offer if:
1. The certificates for your shares of common stock, par value $0.001 per
share, of Redwood Microcap Fund, Inc. are not immediately available; or
2. Time will not permit the Letter of Transmittal or other required documents
to reach the Depositary before the expiration date, as defined in Section
1 of the Offer to Purchase dated April 25, 2005; or
3. The procedures for book-entry transfer cannot be completed on a timely
basis.
This form or a facsimile of it, signed and properly completed, may be delivered
by hand, mail or facsimile transmission to the Depositary by the expiration date
of the offer. See "Section 2. Procedure for Tendering Shares" in the Offer to
Purchase.
DEPOSITARY:
COMPUTERSHARE TRUST COMPANY, INC.
Facsimile Number: (303) 262-0606
Confirm by Telephone: (800) 962-4284
BY OVERNIGHT DELIVERY OR COURIER:
350 Indiana, Suite 850
Golden, CO 80401
BY MAIL:
P.O. Box 1596
Denver, CO 80201-1596
Delivery of this instrument to an address other than as set forth above or
transmission via facsimile to a number other than as listed above does not
constitute a valid delivery.
Ladies and Gentlemen:
The undersigned hereby tenders to Gibbs Holdings, LLC, an Oklahoma limited
liability company ("Holdings"), at the price of $1.60 per share indicated
below, net to the seller in cash, upon the terms and subject to the
conditions set forth in the accompanying Offer to Purchase dated April 25,
2005, and the related Letter of Transmittal, which together constitute the
"offer," receipt of which is hereby acknowledged, the number of shares of
common stock, par value $0.001 per share, specified below pursuant to the
guaranteed delivery procedure set forth under "Section 2. Procedure for
Tendering Shares" in the Offer to Purchase.
Please call the information agent for assistance in completing this form
toll free at (580) 226-6700 ext 207.
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(1) SHARES TENDERED
Number of shares tendered: __________ Certificate Nos. (if available): _________
[ ] Check box if shares will be surrendered by book-entry transfer.
DTC Account Number:___________________________
Name(s) of Record Holder(s):___________________________________________________
Address: _____________________________________________________________________
_____________________________________________________________________
Area Code and Telephone Number: (____) ____________
Social Security Number: ___-__-____ or Employer Identification Number: ________
Dated: ____________, 2005 _________________________________________________
Signatures
(2) GUARANTEE OF DELIVERY (NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities exchange, a
member of the National Association of Securities Dealers, Inc., or a commercial
bank, trust company, savings association or credit union having an office or
correspondent in the United States, hereby (i) represents that the undersigned
has a net long position in shares in or equivalent securities within the meaning
of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended,
at least equal to the shares tendered, (ii) represents that such tender of
shares complies with Rule 14e-4 and (iii) guarantees that either the
certificates representing the shares tendered hereby in proper form for
transfer, or timely confirmation of the book-entry transfer of the shares into
the depositary's account at The Depository Trust Company, pursuant to the
procedures set forth under "Section 2. Procedure for Tendering Shares" in the
Offer to Purchase, together with a properly completed and duly executed Letter
of Transmittal, or facsimile thereof, with any required signature guarantee and
any other documents required by the Letter of Transmittal, will be received by
the depositary at one of its addresses set forth above within three NYSE trading
days after the date of execution hereof.
Name of Firm: ____________________ ________________________________________
(Authorized Signature)
Name: __________________________________
__________________________________
Title:__________________________________
Address: _________________________
___________________________________
___________________________________
City State Zip Code
Area Code and Tel. No.: ______________ Dated: _________________, 2005
DO NOT SEND STOCK CERTIFICATES WITH THIS FORM. YOUR STOCK
CERTIFICATES MUST BE SENT WITH THE LETTER OF TRANSMITTAL.
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