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Exhibit (a)(3)
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If
you are in any doubt as to the action to be taken, you should seek your
own financial advice immediately from your own appropriately authorized
independent financial advisor. If you have sold or transferred all of your
registered holdings of Shares (as defined below), please forward this
document and all accompanying documents to the stockbroker, bank or other
agent through whom the sale or transfer was effected for transmission to
the purchaser or transferee.
Notice of Guaranteed Delivery
(Not to be used for Signature Guarantees)
For Tender of Shares of Common Stock
of
MedQuist Inc.
Pursuant to the Offer to Purchase
dated June 1, 2000
By
Koninklijke Philips Electronics N.V.
As set forth under Section 3--"Procedures for Tendering Shares" in the Offer
to Purchase, dated June 1, 2000, and any supplements or amendments thereto (the
"Offer to Purchase"), this form (or a copy hereof) must be used to accept the
Offer (as defined in the Offer to Purchase) if (i) certificates (the
"Certificates") representing shares of common stock, no par value (the
"Shares"), of MedQuist Inc., a New Jersey corporation ("MedQuist"), are not
immediately available, (ii) if the procedures for Book-Entry Transfer cannot be
completed on a timely basis or (iii) time will not permit Certificates and all
other required documents to reach the American Stock Transfer & Trust Company
(the "Depositary") prior to the Expiration Date (as defined in the Offer to
Purchase). This Notice of Guaranteed Delivery may be delivered by hand, by mail
or by overnight courier or transmitted by facsimile transmission to the
Depositary and must include a signature guarantee by an Eligible Institution
(as defined in the Offer to Purchase) in the form set forth herein. See the
guaranteed delivery procedures described in the Offer to Purchase under Section
3--"Procedures for Tendering Shares".
The Depositary for the Offer is:
American Stock Transfer & Trust Company
By Hand/Overnight Courier
By Mail:
40 Wall Street, 46th Floor
40 Wall Street, 46th Floor New York, New York 10005
New York, New York 10005
By Facsimile: For Confirmation Telephone:
(718) 234-5001 (718) 921-8200 ext. 6820
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTION VIA FACSIMILE TRANSMISSION OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE A
SIGNATURE. 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.
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Ladies and Gentlemen:
The undersigned hereby tenders to Koninklijke Philips Electronics N.V., a
company incorporated under the laws of the Netherlands, upon the terms and
subject to the conditions set forth in the Offer to Purchase and the related
Letter of Transmittal, receipt of each of which is hereby acknowledged, the
number of Shares indicated below pursuant to the Guaranteed Delivery Procedures
described in the Offer to Purchase under Section 3--"Procedures for Tendering
Shares."
Name of Record Holder(s): ______________________________________________________
Address(es): ___________________________________________________________________
Area Code(s) and Tel. No(s).: __________________________________________________
Signature(s): __________________________________________________________________
Date: __________________________________________________________________________
Number of Shares: ______________________________________________________________
Certificate Number(s) if available: ____________________________________________
If Shares will be tendered by Book-Entry Transfer check box:
[_] The Depository Trust Company: ______________________________________________
Account Number: ________________________________________________________________
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THE GUARANTEE BELOW MUST BE COMPLETED
GUARANTEE
(Not to be used for Signature Guarantee)
The undersigned, an Eligible Institution (as defined in the Offer to
Purchase), hereby guarantees that the undersigned will 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 Book-
Entry Confirmation (as defined in the Offer to Purchase), together with a
properly completed and duly executed Letter of Transmittal, including any
required signature guarantees, or, in the case of book-entry delivery of
Shares, an Agent's Message (as defined in the Offer to Purchase) in lieu of a
Letter of Transmittal, and any other documents required by the Letter of
Transmittal, all within three business days after the date hereof.
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Name of Firm
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Address
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(Zip Code)
Area Code and Tel. No. _________________________________________________________
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Authorized Signature
Name ___________________________________________________________________________
(Please Print)
Title __________________________________________________________________________
Date ________________________________
NOTE: DO NOT SEND CERTIFICATES WITH THIS NOTICE OF GUARANTEED DELIVERY.
CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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