EXHIBIT (a)(5)(i)
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
OF
CAREY INTERNATIONAL, INC.
TO
ALUWILL ACQUISITION CORP.
AND TO
CAREY INTERNATIONAL, 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) if (i) certificates (the
"Share Certificates") evidencing shares of common stock, $0.01 par value per
share (the "Shares"), of Carey International, Inc., a Delaware corporation, are
not immediately available, (ii) time will not permit all required documents to
reach United States Trust Company of New York, as Depositary (the
"Depositary"), prior to the Expiration Date (as defined in the Offer to
Purchase (as defined below)) or (iii) the procedure for book-entry transfer
cannot be completed on a timely basis. This Notice of Guaranteed Delivery may
be delivered by hand, by overnight delivery or mailed to the Depositary. See
"THE TENDER OFFER--Section 3 (Procedures for Tendering Shares)" of the Offer to
Purchase.
The Depositary for the Offer is:
United States Trust Company of New York
By Overnight Courier By Hand Delivery to 4:30 By Registered or
and by Hand Delivery p.m.: Certified Mail:
after 4:30 p.m. on
Expiration Date:
United States Trust United States Trust Company United States Trust
Company of New York Company
of New York 30 Broad Street, B-Level of New York
30 Broad Street, 14th New York, NY 10004-2304 P.O. Box 112
Floor Bowling Green Station
New York, NY 10004-2304 New York, NY 10274-0112
Facsimile Transmission:
(212) 422-0183
or
(646) 458-8104
Confirm Receipt of Facsimile by Telephone:
(800) 548-6565
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.
Ladies and Gentlemen:
The undersigned hereby tenders to Aluwill Acquisition Corp., a Delaware
corporation, and/or to Carey International Inc., a Delaware corporation, upon
terms and subject to the conditions set forth in the Offer to Purchase, dated
August 3, 2000 (the "Offer to Purchase"), and the related Letter of
Transmittal, receipt of each of which is hereby acknowledged, the number of
Shares specified below pursuant to the guaranteed delivery procedures
described in "THE TENDER OFFER--Section 3 (Procedures for Tendering Shares)"
of the Offer to Purchase.
Number of shares: Name(s) of Record Holder(s):
____________________________________ ____________________________________
Certificate Nos. (if available):
____________________________________
____________________________________ Please Print
If Shares will be delivered by Address:
book-entry Transfer, provide the
following information:
____________________________________
Account Number: ____________________ ____________________________________
Zip Code
Area code and Tel. No.: ____________
Signature(s): ______________________
Dated: _________________, 2000
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
The undersigned, a bank, broker, dealer, credit union, savings association or
other entity which is a member in good standing of the Securities Transfer
Agents Medallion Program or by any other 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 Institution"), guarantees the delivery to the Depositary of the
Shares tendered hereby, in proper form of transfer, or a Book-Entry
Confirmation (as defined in the Offer to Purchase), together with 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) in the case of a book-entry
delivery, and any other required documents within three American Stock
Exchange trading days of the date hereof.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
certificates representing Shares to the Depositary within the time period set
forth herein. Failure to do so could result in financial loss to such Eligible
Institution.
Name of Firm Authorized Signature
____________________________________
____________________________________ Title
Address
Name: ______________________________
____________________________________ Please Type or Print
Zip Code
Date: __________________, 2000
Area Code and Tel. No.: ____________
DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE OF GUARANTEED DELIVERY.
SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.