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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.
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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.
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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
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