NOTICE OF GUARANTEED DELIVERY
For Tender of Shares of Common Stock
of
DESIGNS, INC.
This Notice of Guaranteed Delivery, or one substantially in the form
hereof, must be used to accept the offer if certificates evidencing shares of
common stock, par value $0.01 per share, of Designs, Inc., a Delaware
corporation, are not immediately available, or if the procedure for book-entry
transfer described in the Offer to Purchase dated November 14, 2000 and the
related Letter of Transmittal, which, as amended or supplemented from time to
time, together constitute the offer, cannot be completed on a timely basis or
time will not permit all required documents, including a properly completed and
duly executed Letter of Transmittal (or a manually signed facsimile of the
Letter of Transmittal), an Agent's Message in the case of a book-entry transfer
(as defined in the Offer to Purchase) or the specific acknowledgement in the
case of a tender through the ATOP of the Book-Entry Transfer Facility (as
defined in the Offer to Purchase), and any other required documents, to reach
the Depositary prior to the Expiration Date (as defined in the Offer to
Purchase).
This Notice of Guaranteed Delivery, properly completed and duly executed,
may be delivered by hand, mail or facsimile transmission to the Depositary. See
Section 3 of the Offer to Purchase.
The Depositary for the Offer is:
EQUISERVE TRUST COMPANY
By Hand Delivery: By Overnight Delivery: By Registered or
Certified Mail:
Securities Transfer and Equiserve Trust Company
Reporting Services, Inc. Corporate Actions Equiserve Trust Company
c/o Equiserve Trust Company 40 Campanelli Drive Corporate Actions
100 Williams Street/Galleria Braintree, MA 02184 P.O. Box 9573
New York, NY 10038 Boston, MA 02205-9573
By Facsimile Transmission Confirm Receipt of
(For Eligible Institutions Only): Facsimile by Telephone:
(781) 575-4826 (781) 575-4816
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. Deliveries to
Designs, Inc. will not be forwarded to the Depositary and therefore will not
constitute valid delivery. Deliveries to the Book-Entry Transfer Facility will
not constitute valid delivery to the Depositary.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on the Letter of Transmittal is required to be
guaranteed by an Eligible Institution (as defined in the Offer to Purchase)
under the instructions to the Letter of Transmittal, the signature guarantee
must appear in the applicable space provided in the signature box on the Letter
of Transmittal.
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.
THE GUARANTEE ON THE LAST PAGE OF THIS NOTICE MUST BE COMPLETED.
<PAGE>
Notice of Guaranteed Delivery:
The undersigned tenders to Designs, Inc. at the price per share indicated
in this Notice of Guaranteed Delivery, upon the terms and subject to the
conditions described in the Offer to Purchase and the related Letter of
Transmittal, receipt of which is hereby acknowledged, the number of shares
specified below pursuant to the guaranteed delivery procedure described in
Section 3 of the Offer to Purchase.
Number of shares to be tendered: ___________ shares.
Shares Tendered at Price Determined by Stockholder
(See Instruction 5 to the Letter of Transmittal)
By checking one of the following boxes below instead of the box under
"Shares Tendered at Price Determined by Dutch Auction," the undersigned hereby
tenders shares at the price checked. This action could result in none of the
shares being purchased if the Purchase Price determined by Designs, Inc. for the
shares is less than the price checked below. A stockholder who desires to tender
shares at more than one price must complete a separate Letter of Transmittal for
each price at which shares are tendered. The same shares cannot be tendered at
more than one price.
Price (In Dollars) Per Share at Which Shares Are Being Tendered:
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|_| $2.20 |_| $2.50 |_| $2.80
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|_| $2.30 |_| $2.60 |_| $2.90
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|_| $2.40 |_| $2.70 |_| $3.00
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OR
Shares Tendered at Price Determined by Dutch Auction
(See Instruction 5 to the Letter of Transmittal)
|_| The undersigned wants to maximize the chance of having Designs, Inc.
purchase all of the shares the undersigned is tendering (subject to the
possibility of proration). Accordingly, by checking this one box instead of one
of the price boxes above, the undersigned hereby tenders shares and is willing
to accept the Purchase Price determined by Designs, Inc. in accordance with the
terms of the offer. This action could result in the undersigned receiving a
price per share as low as $2.20.
Signature(s):
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Daytime Area Code(s) and Telephone Number(s):
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Name(s) of Registered Holder(s)
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(Please Print)
Date: , 2000
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If shares will be delivered by book-entry transfer, provide the following
information:
Certificate No.(s): Account No.:
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Address:
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(Include Zip Code)
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<PAGE>
ODD LOTS
To be completed ONLY if shares are being tendered by or on behalf of a
person owning beneficially or of record an aggregate of fewer than 100 shares.
The undersigned either (check one box):
|_| is the beneficial or record owner of an aggregate of fewer than 100
shares, all of which are being tendered; or
|_| is a broker, dealer, commercial bank, trust company, or other nominee that
(a) is tendering for the beneficial owner(s) of shares with respect to
which it is the registered holder, and (b) believes, based upon
representations made to it by the beneficial owner(s), that each person
was the beneficial or record owner of an aggregate of fewer than 100
shares and is tendering all of those shares.
In addition, the undersigned is tendering shares either (check one box):
|_| at the Purchase Price determined by Designs, Inc. in accordance with
the terms of the offer (persons checking this box need not indicate the
price per share below); or
|_| at the price per share indicated below in the section captioned "Shares
Tendered at Price Determined by Stockholder."
CONDITIONAL TENDER
You may condition your tender of shares upon Designs, Inc. purchasing a
specified minimum number of the shares tendered, all as described in the Offer
to Purchase, particularly in Section 6. Unless at least the minimum number of
shares you indicate below is purchased by Designs, Inc. pursuant to the terms of
the offer, none of the shares tendered by you will be purchased. It is your
responsibility to calculate the minimum number of shares that must be purchased
if any are purchased, and you are urged to consult your own tax advisor. Unless
this box has been completed and a minimum specified, the tender will be deemed
unconditional.
|_| The minimum number of shares that must be purchased, if any are
purchased is: ___________ shares.
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<PAGE>
GUARANTEE
(Not to be used for a signature guarantee)
The undersigned, a firm that is a member in good standing of the
Securities Transfer Agents Medallion Program or a firm that is an "eligible
guarantor institution," as that term is defined in Rule 17Ad-15 promulgated
under the Securities Exchange Act of 1934, as amended (each of the foregoing
constituting an "Eligible Institution"), guarantees the delivery to the
Depositary of the shares tendered, in proper form for transfer, or a
confirmation that the shares tendered have been delivered pursuant to the
procedure for book-entry transfer described in the Offer to Purchase into the
Depositary's account at the Book-Entry Transfer Facility, in each case together
with a properly completed and duly executed Letter of Transmittal (or a manually
signed facsimile of the Letter of Transmittal), an Agent's Message in the case
of a book-entry transfer or the specific acknowledgement in the case of a tender
through ATOP (as defined in the Offer to Purchase), and any other required
documents, all within 3 business days after the date of receipt by the
Depositary 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 representing shares to the Depositary within the time period set
forth in the Offer to Purchase. Failure to do so could result in a financial
loss to the Eligible Institution.
Name of Firm:
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Address:
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Zip Code:
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Area Code and Telephone Number:
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Authorized Signature:
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Name:
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(Please Print)
Title:
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Dated: , 2000
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Note: Do not send share certificates with this form. Certificates for shares
should be sent with the Letter of Transmittal.
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