EX-99.(A)(3) 5 dex99a3.txt FORM OF NOTICE OF GUARANTEED DELIVERY NOTICE OF GUARANTEED DELIVERY FOR TENDER OF COMMON SHARES OF BENEFICIAL INTEREST, PAR VALUE $0.01 PER SHARE (INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS) OF CABOT INDUSTRIAL TRUST (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 (a) certificates ("Share Certificates") representing common shares of beneficial interest, par value $0.01 per share ("Common Shares"), including the associated preferred share purchase rights issued pursuant to the Rights Agreement, dated as of June 11, 1998, as amended and restated as of September 10, 1998, and as further amended on October 28, 2001, between Cabot Industrial Trust, a Maryland real estate investment trust ("Cabot"), and EquiServe Limited Partnership (as successor to BankBoston, N.A.), as Rights Agent, of Cabot are not immediately available, (b) time will not permit all required documents to reach Computershare Trust Company of New York, which is acting as depositary (the "Depositary"), on or before the Expiration Date (as defined in Section 1 of the Offer to Purchase described below); or (c) the procedures for book-entry transfer, as set forth in the Offer to Purchase, cannot be completed on time. This Notice of Guaranteed Delivery may be delivered by hand or mail or transmitted by facsimile transmission to the Depositary. See Section 3 of the Offer to Purchase. The Depositary for the Offer is: COMPUTERSHARE TRUST COMPANY OF NEW YORK By Facsimile Transmission (for Eligible Institutions only): (212) 701-7636 Confirm by Telephone: (212) 701-7624
By Overnight Courier By Mail By Hand Computershare Trust Company of Computershare Trust Company of Computershare Trust Company of New York New York New York Wall Street Plaza Wall Street Station Wall Street Plaza 88 Pine Street, 19th Floor P.O. Box 1010 88 Pine Street, 19th Floor New York, NY 10005 New York, NY 10260-1010 New York, NY 10005
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER THAN AS LISTED 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 IN THE LETTER OF TRANSMITTAL. THE GUARANTEE BELOW MUST BE COMPLETED Ladies and Gentlemen: The undersigned hereby tenders to Rooster Acquisition Corp., a Maryland corporation (the "Rooster Acquisition Corp."), upon the terms and subject to the conditions set forth in the Offer to Purchase of Rooster Acquisition Corp., dated November 5, 2001 (the "Offer to Purchase"), and the related Letter of Transmittal (which, as amended or supplemented from time to time, together constitute the "Offer"), receipt of each of which is hereby acknowledged, the number of Common Shares indicated below pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase: Number of Common Shares: ____________________________________________________ Share Certificate Numbers (if available): ___________________________________ If Common Shares will be delivered by book-entry transfer: Account No.: ________________________________________________________________ Number of Common Shares: ___________________________________________________ Share Certificate Numbers (if available): ___________________________________ Name(s) of Record Holder(s): _____________________________________________________________________________ PLEASE TYPE OR PRINT _____________________________________________________________________________ ADDRESS _____________________________________________________________________ (INCLUDING ZIP CODE) AREA CODE AND TELEPHONE NUMBER ______________________________________________ SIGNATURE(S) OF HOLDER(S) ___________________________________________________ Dated: _____________________________________________________________________ 2 GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEES) The undersigned, a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of the Securities Transfer Agents Medallion Program, or by any other "eligible guarantor institution", as such term is defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended (each of the foregoing being an "Eligible Institution") (an "Eligible Institution"), hereby guarantees delivery to the Depositary, at one of its addresses set forth above, of either the Share Certificates evidencing all Common Shares tendered hereby in proper form for transfer, or confirmation of the book-entry transfer of Common Shares into the Depositary's account at The Depository Trust Company, in either case together with delivery of a properly completed and duly executed Letter of Transmittal (or facsimile thereof) with any required signature guarantee, or an Agent's Message (as defined in the Offer to Purchase) in connection with a book-entry delivery, and any other documents required by the Letter of Transmittal, within three New York Stock Exchange trading days after the date of execution of this Notice of Guaranteed Delivery. The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal and Share Certificates to the Depositary within the time period indicated herein. Failure to do so may result in financial loss to such Eligible Institution. NAME OF FIRM ________________________________________________________________ _____________________________________________________________________________ _____________________________________________________________________________ AUTHORIZED SIGNATURE TITLE _______________________________________________________________________ NAME ________________________________________________________________________ PLEASE TYPE OR PRINT _____________________________________________________________________________ _____________________________________________________________________________ ADDRESS _____________________________________________________________________ DATED _______________________________________________________________________ AREA CODE AND TELEPHONE NUMBER ______________________________________________ NOTE: DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE. SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL. 3