THE VERMONT TEDDY BEAR CO., INC.
FORM OF NOTICE OF GUARANTEED DELIVERY
OF SHARES OF COMMON STOCK
EXHIBIT (a)(1)-F
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THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 5:00 P.M., EASTERN TIME, ON FRIDAY, SEPTEMBER 27, 2002,
UNLESS THE OFFER IS EXTENDED.
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This form, or a form substantially equivalent to this form, must be
used to accept the offer (as defined below) if certificates for the shares of
common stock of Vermont Teddy Bear Co., Inc. are not immediately available, if
the procedure for book-entry transfer cannot be completed on a timely basis, or
if time will not permit all other documents required by the letter of
transmittal to be delivered to the depositary (as defined below) on or prior to
the "expiration date" (as set forth in Section 1 of the Offer to Purchase (as
defined below)). This form may be delivered by hand or transmitted by mail or
overnight courier, or (for eligible institutions only) by facsimile
transmission, to the depositary. See Section 2 of the Offer to Purchase. THE
ELIGIBLE INSTITUTION THAT COMPLETES THIS FORM MUST COMMUNICATE THE GUARANTEE TO
THE DEPOSITARY AND MUST DELIVER THE LETTER OF TRANSMITTAL AND CERTIFICATES FOR
SHARES TO THE DEPOSITARY WITHIN THE TIME SHOWN HEREIN. FAILURE TO DO SO COULD
RESULT IN A FINANCIAL LOSS TO SUCH ELIGIBLE INSTITUTION.
The Depositary for the Offer is:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By Mail: By Hand or Overnight Delivery:
Continental Stock Transfer & Trust Company Continental Stock Transfer & Trust Company
17 Battery Place, 8th Floor 17 Battery Place, 8th Floor
Attention: Reorganization Dept. Attention: Reorganization Dept.
New York, NY 10004 New York, NY 10004
By Facsimile Transmission:
(212) 616-7610
For Confirmation by Telephone:
(212) 509-4000, ext. 536
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE
NUMBER OTHER THAN THE ONE LISTED ABOVE WILL NOT
CONSTITUTE A VALID DELIVERY.
Ladies and Gentlemen:
The undersigned hereby tenders to The Vermont Teddy Bear Co., Inc., a
New York corporation (the "Company"), upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated August 21, 2002, (the
"Offer to Purchase"), 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 $.05 per share, of the Company listed below,
pursuant to the guaranteed delivery procedure set forth in Section 2 of the
Offer to Purchase.
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Number of Shares SIGN HERE
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Certificate Nos.: (If Available) Name(s) (Please Print)
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Address Area Code and Telephone Number
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City, State, Zip Code Signature(s)
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At The Depository Trust Company
ODD LOTS
This section is to be completed ONLY if shares are being tendered by or
on behalf of a person who owned beneficially, as of the close of business on
September 27, 2002 and who continues to own beneficially as of the expiration
date, an aggregate of fewer than 100 shares.
The undersigned either (check on box):
[ ] owned beneficially, as of the close of business on September
27, 2002 and continues to own beneficially as of the
expiration date, an aggregate of fewer than 100 shares, all of
which are being tendered, or
[ ] is a broker, dealer, commercial bank, trust company or other
nominee that (i) is tendering, for the beneficial owners
thereof, shares with respect to which it is the record owner,
and (ii) believes, based upon representations made to it by
each such beneficial owner, that such beneficial owner owned
beneficially, as of the close of business on September 27,
2002 and continues to own beneficially as of the expiration
date, an aggregate of fewer than 100 shares and is tendering
of such shares.
GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm that is a member of a registered national
securities exchange or the National Association of Securities Dealers, Inc. or a
commercial bank or a trust company (not a savings bank or savings and loan
association) having an office, branch or agency in the United States hereby
guarantees (i) that the above-named person(s) has a net long position in the
shares being tendered within the meaning of Rule 14e-4 promulgated under the
Securities Exchange Act of 1934, as amended (ii) that such tender shares
complies with Rule 14e-4, and (ii) to deliver the depository at one of its
addresses set forth above certificate(s) for the shares tendered hereby, in
proper form for transfer, or a confirmation of the book-entry transfer of the
shares tendered hereby into the depository's account at The Depository Trust
Company in each case together with a properly completed and duly executed
letter(s) of transmittal (or facsimile(s) thereof), with any required signature
guarantee(s) and any other required documents, all within three NASDAQ trading
days after the date hereof.
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Name of Firm Authorized Signature
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Address Name
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City, State, Zip Code Title
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Area Code and Telephone Number
Dated: __________________________, 2002
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 APPPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF
TRANSMITTAL.
DO NOT SEND SHARE CERTIFICATES WITH THIS FORM. YOUR SHARE CERTIFICATES
MUST BE SENT WITH THE LETTER OF TRANSMITTAL.