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NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
OF
MARINE TRANSPORT CORPORATION
TO
SHILOH ACQUISITION, INC.
A WHOLLY OWNED SUBSIDIARY
OF
CROWLEY MARITIME CORPORATION
(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, par value $0.50 per
share ("Shares"), of Marine Transport Corporation, a Delaware corporation (the
"Company"), are not immediately available, (ii) if Share Certificates and all
other required documents cannot be delivered to Citibank, N.A., as Depositary
(the "Depositary"), prior to the Expiration Date (as defined in Section 1 of 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. This Notice of
Guaranteed Delivery may be delivered by hand or mail or transmitted by telegram,
or facsimile transmission to the Depositary. See Section 3 of the Offer to
Purchase.
The Depositary for the Offer is:
CITIBANK, N.A.
By Facsimile Transmission
(for Eligible Institutions only):
(212) 505-2248
Confirm by Telephone:
(212) 270-0808
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By Overnight Courier By Mail By Hand
Citibank, N.A. Citibank, N.A. Citibank, N.A.
915 Broadway, 5th Floor P.O. Box 685 Corporate Trust Window
New York, New York 10010 Old Chelsea Station 111 Wall Street, 5th Floor
New York, New York 10113 New York, New York 10043
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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.
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED.
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 tender(s) to Shiloh Acquisition, Inc., a Delaware
corporation and a wholly owned subsidiary of Crowley Maritime Corporation, a
Delaware corporation, upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated January 5, 2001 (the "Offer to Purchase"), and the
related Letter of Transmittal (which, together with the Offer to Purchase and
any amendments or supplements thereto, collectively constitute the "Offer"),
receipt of each of which is hereby acknowledged, the number of Shares specified
below pursuant to the guaranteed delivery procedure set forth in Section 3 of
the Offer to Purchase.
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----------------------------------------
---------------------------------------- ----------------------------------------
CERTIFICATE NOS. (IF AVAILABLE) ----------------------------------------
NAME(S) OF RECORD HOLDERS
---------------------------------------- (PLEASE TYPE OR PRINT)
NUMBER OF SHARES TENDERED
Address(es):
Check this box if Shares will be
delivered by book-entry transfer: [ ] ----------------------------------------
----------------------------------------
Account No. ----------------------------------------
ZIP CODE
Dated: __________________ , 2001 Daytime Area Code
and Telephone No.: ( )
----------------------------------------
SIGNATURE(S) OF HOLDER(S)
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THE GUARANTEE BELOW MUST BE COMPLETED
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a participant in the Security Transfer Agents Medallion
Program or an "eligible guarantor institution," as such term is defined in Rule
17Ad-15 under the Securities Exchange Act of 1934, as amended, guarantees to
deliver to the Depositary either certificates representing 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 properly completed and duly executed Letter of
Transmittal (or 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 Nasdaq trading
days (as defined in the Offer to Purchase) after the date hereof.
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 a financial loss to such Eligible Institution.
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---------------------------------------------------------- ------------------------------------------------
NAME OF FIRM AUTHORIZED SIGNATURE
Title:
----------------------------------------------------------
ADDRESS
Name of Firm:
----------------------------------------------------------
ZIP CODE PLEASE TYPE OR PRINT
----------------------------------------------------------
TELEPHONE NO. (INCLUDING AREA CODE) Dated: ________ , 2001
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DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE.
SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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