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Exhibit (a)(5)
Notice of Guaranteed Delivery
To Tender Shares of Common Stock
(Including the Associated Preferred Share Purchase Rights)
of
PSC INC.
to
MOHAWK ACQUISITION CORP.
a wholly owned subsidiary of
MOHAWK CORP.
(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") (including the associated preferred share purchase rights issued
pursuant to the Rights Agreement, dated as of December 30, 1997, as amended
between PSC Inc., a New York corporation ("PSC") and ChaseMellon Shareholders
Services, L.L.C., of PSC, 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"),
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 by facsimile transmission to the
Depositary. See Section 3 of the Offer to Purchase.
The Depositary for the Offer is:
[Logo of ChaseMellon]
By Facsimile Transmission
(for Eligible Institutions only):
(201) 296-4293
Confirm by Telephone:
(201) 296-4860
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By Mail: By Overnight Courier: By Hand:
Reorganization Department Reorganization Department Reorganization Department
Post Office Box 3301 85 Challenger Road 120 Broadway,
South Hackensack, NJ 07606 Mail Drop-Reorg. 13th Floor
Ridgefield Park, NJ 07660 New York, NY 10271
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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 tenders to Mohawk Acquisition Corp., a New York
corporation and a wholly owned subsidiary of Mohawk Corp., a Delaware
corporation, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated June 19, 2000 (the "Offer to Purchase"), and the
related Letter of Transmittal (which, together with the Offer to Purchaser 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 described in Section 3 of
the Offer to Purchase.
Number of Shares: Name(s) of Holders:
------------------------------------ ------------------------------------
------------------------------------
------------------------------------
Certificate Nos. (If Available): Please Type or Print)
------------------------------------ ------------------------------------
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Address
------------------------------------
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Check this box if Shares will be Zip Code
delivered by book-entry
transfer: [_]
-------------------------------------
Daytime Area Code and Telephone No.
The Depository Trust Company
------------------------------------
Account No. ________________________
------------------------------------
Date: ______________, 2000
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Signature(s) of Holder(s)
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GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a participant in the Security Transfer Agents Medallion
Signature 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 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 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 Title
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Authorized Signature Address Zip Code
Name: ______________________________ ------------------------------------
Please Type or Print Area Code and Telephone No.
DO NOT SEND CERTIFICATES WITH THIS NOTICE.
CERTIFICATES SHOULD BE SENT WITH YOUR
LETTER OF TRANSMITTAL.
Dated: ____________, 2000
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