EX-99.(A)(1)(III) 5 a2053927zex-99_a1iii.txt EXHIBIT 99(A)(1)(III) EXHIBIT (a)(1)(iii) PRICE ENTERPRISES, INC. NOTICE OF GUARANTEED DELIVERY PURSUANT TO THE OFFER TO PURCHASE FOR CASH ANY AND ALL OUTSTANDING SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE OF $7.00 PER SHARE This Notice of Guaranteed Delivery, or a form substantially equivalent hereto, must be used to accept the Offer (as defined below) if (i) certificates evidencing shares of Common Stock, $0.0001 par value (the "Enterprises Common Stock"), of Price Enterprises, Inc., a Maryland corporation (the "Company"), are not immediately available, (ii) the procedure for book-entry transfer cannot be completed prior to the Expiration Date (as defined in the Offer to Purchase (as defined below)) or (iii) certificates evidencing tendered Enterprises Common Stock and all other required documents cannot be delivered to Mellon Investor Services LLC as depositary (the "Depositary") prior to the Expiration Date. This Notice of Guaranteed Delivery may be delivered by hand, overnight courier, transmitted by facsimile transmission or mailed to the Depositary. See Section 3 of the Offer to Purchase. THE DEPOSITARY FOR THE OFFER IS: MELLON INVESTOR SERVICES LLC
BY HAND: BY MAIL: BY OVERNIGHT DELIVERY: Reorganization Department Reorganization Department Reorganization Department 120 Broadway P.O. Box 3301 85 Challenger Road 13th Floor South Hackensack, NJ 07606 Mail Drop - Reorg New York, NY 10271 Ridgefield Park, NJ 07660
BY FACSIMILE TRANSMISSION: (FOR ELIGIBLE INSTITUTIONS ONLY) (201) 296-4293 CONFIRM FACSIMILE BY TELEPHONE ONLY: (201) 296-4860 DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE VALID DELIVERY. THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON THE LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY A "MEDALLION SIGNATURE GUARANTOR" 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 Price Enterprises, Inc., a Maryland corporation (the "Company"), upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 10, 2001 (the "Offer to Purchase"), and the related Letter of Transmittal (which together, as amended or supplemented from time to time, constitute the "Offer"), receipt of each of which is hereby acknowledged, the number of shares of Common Stock, $0.0001 par value, of the Company (the "Enterprises Common Stock") set forth below pursuant to the guaranteed delivery procedures described in Section 3 of the Offer to Purchase. ________________________________________________________________________________ Number of Shares of Enterprises Common Stock: Name(s) of Record Holder(s): _____________________________________________ ________________________________ ________________________________ Share Certificate Nos. (if available): (Please Print) _____________________________________________ Address(es): ___________________ / / Check Box if Enterprises Common Stock ________________________________ will be tendered by book-entry transfer. Zip Code Account Number: _____________________________ Area Code and Tel. No.: ________ Dated: ______________________________________ Signature(s): __________________ ________________________________ ________________________________________________________________________________ 2 GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE) The undersigned, a firm which is a participant in the Securities Transfer Agents Medallion Program, a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States (each of the foregoing being referred to as an "Eligible Institution"), hereby guarantees to deliver to the Depositary, at one of its addresses set forth above, either the certificates evidencing the Enterprises Common Stock tendered hereby in proper form for transfer, or timely confirmation of a book-entry transfer of such Enterprises Common Stock into the Depositary's account at The Depository Trust Company, in each case together with delivery of 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), and any other documents required by the Letter of Transmittal, within three business days after the date of execution hereof. All authority conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death, incapacity or dissolution of the undersigned, and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the undersigned's heirs, personal representatives, successors and assigns. The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal and certificates to the Depositary within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution. Name of Firm: __________________________________________________________________ Authorized Signature: __________________________________________________________ Title: _________________________________________________________________________ Address: _______________________________________________________________________ ________________________________________________________________________________ Zip Code Area Code and Telephone Number: ________________________________________________ Dated: __________________, 2001 NOTE: DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE OF GUARANTEED DELIVERY. SHARE CERTIFICATES SHOULD BE SENT ONLY WITH YOUR LETTER OF TRANSMITTAL. 3