EX-99.(A)(3) 4 0004.txt NOTICE OF GUARANTEED DELIVERY Exhibit (a)(3) NOTICE OF GUARANTEED DELIVERY for Tender of Shares of Common Stock (Including the Associated Rights to Purchase Shares of Series A Preferred Stock) of ACUSON CORPORATION Pursuant to the Offer to Purchase dated October 5, 2000 by SIGMA ACQUISITION CORP. a wholly owned subsidiary of SIEMENS CORPORATION an indirect wholly owned subsidiary of SIEMENS AKTIENGESELLSCHAFT THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME ON THURSDAY, NOVEMBER 2, 2000, UNLESS THE OFFER IS EXTENDED. This Notice of Guaranteed Delivery, or a form substantially equivalent hereto, must be used to accept the Offer (as defined below) (i) if certificates for the Shares (as defined below) are not immediately available, (ii) if the procedure for book-entry transfer cannot be completed prior to the Expiration Date (as defined in the Offer to Purchase described below) or the expiration of any Subsequent Offering Period (as defined in the Offer to Purchase described below), or (iii) if time will not permit all required documents to reach the Depositary prior to the Expiration Date, or the expiration of any Subsequent Offering Period. This Notice of Guaranteed Delivery may be delivered by hand, transmitted by facsimile transmission or mailed to the Depositary. See Section 3 of the Offer to Purchase. The Depositary for the Offer is: EquiServe Trust Company, N.A. By First Class Mail: By Hand Delivery: By Overnight, Certified or Express Mail Delivery: EquiServe Trust Securities Transfer & EquiServe Trust Company, N.A. Reporting Services, Company, N.A. Corporate Corporate Actions Inc. Actions P.O. Box 8029 c/o EquiServe Trust 150 Royall Street Boston, MA 02266-8029 Company, N.A. Canton, MA 02021 100 Williams Street/Galleria New York, New York 10038 By Facsimile Transmission: (781) 575-2232 or (781) 575-2233 Confirm Facsimile by Telephone Only: (781) 575-3120 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 FORM 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 Sigma Acquisition Corp., a Delaware corporation ("Purchaser"), which is a wholly owned subsidiary of Siemens Corporation, a Delaware corporation, which is an indirect wholly owned subsidiary of Siemens Aktiengesellschaft, a corporation formed under the laws of the Federal Republic of Germany, upon the terms and subject to the conditions set forth in Purchaser's Offer to Purchase dated October 5, 2000 (the "Offer to Purchase") and the related Letter of Transmittal, receipt of which is hereby acknowledged, the number of shares set forth below of common stock, par value $0.0001 per share (the "Common Stock"), of Acuson Corporation, a Delaware corporation (the "Company"), together with the associated rights to purchase Series A Preferred Stock (the "Rights"), issued pursuant to the Amended and Restated Rights Agreement, dated as of November 5, 1998, between the Company and Fleet National Bank (f/k/a BankBoston, N.A.), as amended (the Common Stock and the Rights together being referred to herein as the "Shares"), pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. Number of Shares: ___________________________________________________________ Name(s) of Record Holder(s): ________________________________________________ (Please Print) Address(es): ________________________________________________________________ (Include Zip Code) Area Code and Tel. No: ( ) __________ __________ __________ Certificate Nos. (if available): ____________________________________________ Taxpayer Identification or Social Security Number: __________________________ Check box if Shares will be tendered by book-entry transfer: [_] The Depository Trust Company Signature(s): _______________________________________________________________ Account Number: _____________________________________________________________ Dated: ________________________________ , 2000 THE GUARANTEE ON THE FOLLOWING PAGE MUST BE COMPLETED. 2 GUARANTEE (Not to be used for signature guarantee) The undersigned, a participant in the Security Transfer Agents Medallion Program, hereby guarantees to deliver to the Depositary, at one of its addresses set forth above, either the certificates representing the Shares tendered hereby, in proper form for transfer, or a Book-Entry Confirmation (as defined in the Offer to Purchase) of a transfer of such Shares into the Depositary's account at The Depository Trust Company, in any such case 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), 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 certificates for Shares to the Depositary within the time period shown herein. Failure to do so could result in financial loss to such Eligible Institution. Name of Firm: _______________________________________________________________ (Authorized Signature) Address: ___________________________________________________________________ (Zip Code) Area Code and Tel. No: ( ) ____________ ____________ ____________ Name: _______________________________________________________________________ Title: ______________________________________________________________________ Dated: ________________________________ , 2000 NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL 3