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Exhibit (a)(3)
Notice of Guaranteed Delivery for
Tender of Shares of Common Stock
of
JPS PACKAGING COMPANY
to
JPS ACQUISITION, INC.,
a wholly owned subsidiary of
PECHINEY PLASTIC PACKAGING, INC.
(Not to Be Used for Signature Guarantees)
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON TUESDAY, NOVEMBER 28, 2000,
UNLESS THE OFFER IS EXTENDED.
This Notice of Guaranteed Delivery, or one substantially in the form
hereof, must be used to accept the Offer (as defined below) if (i)
certificates representing shares of common stock, par value $0.01 per share
(the "Shares"), of JPS Packaging Company, a Delaware corporation (the
"Company"), are not immediately available, (ii) time will not permit all
required documents to reach UMB Bank, n.a. (the "Depositary") prior to the
Expiration Date (as defined in the Offer to Purchase), or (iii) the procedures
for 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 to the Depositary. See Section 3 of the Offer to
Purchase.
The Depositary for the Offer is:
UMB Bank, n.a.
By Mail: By Hand: By Overnight:
Securities Transfer Securities Transfer Securities Transfer
Division Division Division
P.O. Box 410064 928 Grand Boulevard, 13th 928 Grand Boulevard, 13th
Kansas City, MO 64141 Floor Floor
Kansas City, MO 64106 Kansas City, MO 64106
By Facsimile Transmission:
(For Eligible Institutions Only)
(816) 860-3963
Confirm Facsimile Transmission
By Telephone Only:
(816) 860-7782
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 JPS Acquisition, Inc., a Delaware
corporation and a wholly owned subsidiary of Pechiney Plastic Packaging, Inc.,
a Delaware corporation, upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated October 30, 2000 (the "Offer to Purchase"),
and the related Letter of Transmittal (which, each as amended or supplemented
from time to time, together constitute the "Offer"), 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.
Number of Shares Tendered: ____________________________________________________
Certificate Nos. (if available): ______________________________________________
Names(s) of Record Holder(s): _________________________________________________
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(Please Print)
Address(es) ___________________________________________________________________
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(Include a Zip Code)
If Shares will be tendered
by book-entry transfer:
Name of Tendering Institutions: ___________________________________________
Account No.: ______________________________________________________________
Signature(s):
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Dated: _______________________ , 2000
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THE GUARANTEE SET FORTH BELOW MUST BE COMPLETED
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm that is a bank, broker, dealer, credit union,
savings association or other entity which is a member in good standing of the
Security Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Guarantee Program or the Stock Exchange Medallion Program
hereby (a) represents that the tender of Shares effected hereby complies with
Rule 14e-4 under the Securities Exchange Act of 1934, as amended, and (b)
guarantees delivery to the Depositary, at one of its addresses set forth
above, of 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 Depository 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 Section 3 of 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 a financial loss to such Eligible
Institution.
Name of Firm: _________________________________________________________________
(Authorized Signature)
Address: ______________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number: _______________________________________________
Name: _________________________________________________________________________
(Please Type or Print)
Title: ________________________________________________________________________
Dated: _______________________ , 2000
NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. SUCH CERTIFICATES
SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
