EXHIBIT(A)(4)
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK AND/OR
SERIES B, $7.50 CUMULATIVE PREFERRED STOCK
OF
DUNES HOTELS AND CASINOS, 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) (i) if certificates
("Share Certificates") evidencing shares of Common Stock, $0.50 par value (the
"Common Shares") and/or Series B, $7.50 Cumulative Preferred Stock, $0.50 par
value (the "Preferred Shares"), of Dunes Hotels and Casinos, Inc., a New York
corporation, are not immediately available, (ii) if Share Certificates and all
other required documents cannot be delivered to ChaseMellon Shareholder
Services as Depositary (the "Depositary"), prior to the Expiration Date
(as defined in the Introduction to the Offer to Purchase (as defined below)) or
(iii) if the procedure for delivery by book-entry transfer cannot be completed
on a timely basis. The term "Share" means either a Common Share or a Preferred
Share, as applicable. This Notice of Guaranteed Delivery may be delivered by
hand or mail or transmitted by facsimile transmission to the Depositary. See
"THE OFFER--3. Procedures for Accepting the Offer and Tendering Shares" in the
Offer to Purchase.
The Depositary for the Offer is:
ChaseMellon Shareholder Services
By First Class Mail: By Hand: By Overnight Courier:
Reorganization Department Reorganization Department Reorganization Department
P.O. Box 3301 120 Broadway 85 Challenger Road
South Hackensack, NJ 07606 13th Floor Mail Stop-Reorg
07606 New York, NY 10271 Ridgefield Park, NJ 07660
Facsimile (for eligible institutions only):
(201) 296-4293
Confirm Facsimile by telephone ONLY:
(201) 296-4860
For Information:
1-316-636-1070, Ext. 28
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.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to Dunes Hotels and Casinos, Inc., a
New York corporation, upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated October 31, 2000 (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 Shares specified below pursuant to the guaranteed
delivery procedures described in "THE OFFER--3. Procedures for Accepting the
Offer and Tendering Shares" in the Offer to Purchase.
Number and Class of Shares: __________________________________________________
Certificate Nos. (if available): _____________________________________________
[ ] Check box if Shares will be delivered by book-entry transfer to The
Depositary Trust Company
Account No.: _________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Signature(s) of Holder(s))
Dated: ____________________________, 2000
Name(s) of Holder(s): _______________________________________________________
(Please Type or Print)
Address: _____________________________________________________________________
Zip Code:_____________________________________________________________________
Area Code and Telephone No.: _________________________________________________
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<PAGE>
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm which is a member of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.
or which is a commercial bank or trust company having an office or
correspondent in the United States that is a member in good standing of the
Securities Transfer Agent Medallion Program, the New York Stock Exchange
Medallion Signature Guarantee Program or the Stock Exchange Medallion Program,
guarantees to deliver to the Depositary, at one of its addresses set forth
above, Share Certificates evidencing the Shares tendered hereby, in proper form
for transfer, or confirmation of book-entry transfer of such Shares, into the
Depositary's account at The Depositary Trust Company, in each case with
delivery of a Letter of Transmittal (or facsimile thereof) properly completed
and duly executed, with any required signature guarantees or an Agent's Message
(as defined in the Offer to Purchase) in the case of book-entry delivery, and
any other required documents, all within 3 trading days of the date hereof.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the applicable Letter of
Transmittal and the certificates for Shares 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:_________________________________________________________
Name:_________________________________________________________________________
(Please Type or Print)
Title:________________________________________________________________________
Address:______________________________________________________________________
Zip Code:_____________________________________________________________________
Area Code and Telephone Number:_______________________________________________
Dated: _______________________________, 2000
Do not send Share Certificates with this Notice of Guaranteed Delivery.
Share Certificates should be sent to the Depositary with your Letter of
Transmittal.
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