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NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
OF
SCHEIN PHARMACEUTICAL, INC.
TO
WS ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
WATSON PHARMACEUTICALS, 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, par value $0.01 per
share (the "Shares"), of Schein Pharmaceutical, Inc., a Delaware corporation
(the "Company"), are not immediately available, (ii) if Share Certificates and
all other required documents cannot be delivered to ChaseMellon Shareholder
Services, L.L.C., as Depositary (the "Depositary"), on or prior to the
Expiration Date (as defined in the Offer to Purchase, dated June 6, 2000 (the
"Offer to Purchase")) or (iii) if the procedures for delivery of Shares 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 and must include a guarantee by an
"Eligible Institution" (as defined in the Offer to Purchase). See Section 3 of
the Offer to Purchase.
The Depositary for the Offer is:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
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By Mail: By Hand: By Overnight Delivery:
Reorganization Department Reorganization Department Reorganization Department
PO Box 3301 120 Broadway 85 Challenger Road
South Hackensack, NJ 07606 13th Floor Mail Stop -- Reorg
New York, NY 10271
Ridgefield Park, NJ 07660
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By Fax Transmission (for eligible institutions only):
(201) 296-4293
For Fax Confirmation Only by Telephone:
(201) 296-4860
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 Notice of Guaranteed Delivery 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 WS Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of Watson Pharmaceuticals, Inc., a
Nevada corporation, 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 specified below pursuant to
the guaranteed delivery procedures described in Section 3 of the Offer to
Purchase.
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Number of Shares: ------------------------------------ Name(s) of Record Holder(s):
Share Certificate Number(s) (if available): --------------------------------------------------------
-------------------------------------------------------- --------------------------------------------------------
-------------------------------------------------------- (PLEASE TYPE OR PRINT)
If Share(s) will be delivered by book-entry Address(es):
transfer, check this box. [ ] --------------------------------------------------------
--------------------------------------------------------
Account Number: ------------------------------------- (ZIP CODE)
Area Code and Telephone Number(s):
--------------------------------------------------------
--------------------------------------------------------
--------------------------------------------------------
Signature(s):
Dated: , 2000
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THE GUARANTEE BELOW MUST BE COMPLETED
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a financial institution which is a member of the
Securities 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 (the "Exchange Act"), hereby (a) represents
that the tender of Shares effected hereby complies with Rule 14e-4 under the
Exchange Act and (b) guarantees to deliver to the Depositary, at its address set
forth above, Share Certificates evidencing the Shares tendered hereby, in proper
form for transfer, or a timely 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 a manually signed facsimile
thereof), properly completed and duly executed, with any required signature
guarantees, or, in the case of a book-entry delivery, an Agent's Message (as
defined in the Offer to Purchase), and any other required documents, all within
three New York Stock Exchange, Inc. trading days of the date of execution of
this Notice of Guaranteed Delivery.
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-------------------------------------------------------- --------------------------------------------------------
Name of Firm Authorized Signature
-------------------------------------------------------- --------------------------------------------------------
Address (please print or type)
-------------------------------------------------------- --------------------------------------------------------
Zip Code
Area Code and
Telephone Number: ----------------------------------- Dated: ------------------------------------------ , 2000
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NOTE: DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE OF GUARANTEED DELIVERY.
SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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