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EXHIBIT (a)(3)
NOTICE OF GUARANTEED DELIVERY
To Tender Shares of Common Stock
of
Chemfab Corporation
Pursuant to the Offer to Purchase
dated August 2, 2000
by
PPLC Acquisition Corp.
an indirect wholly owned subsidiary of
Norton Company
an indirect wholly owned subsidiary of
Compagnie de Saint-Gobain
This Notice of Guaranteed Delivery, or a form substantially equivalent to
this form, must be used to accept the Offer (as defined below) if the shares
of common stock, par value $0.10 per share, of Chemfab Corporation and all
other documents required by the Letter of Transmittal cannot be delivered to
the Depositary by the expiration of the Offer. This Notice of Guaranteed
Delivery may be delivered by hand or facsimile transmission, telex or mail to
the Depositary. 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 Overnight Delivery: By Hand:
<S> <C> <C>
P.O. Box 3301 85 Challenger Road 120 Broadway, 13th Floor
South Hackensack, NJ 07606 Mail Drop-Reorg New York, NY 10271
Attn: Reorganization
Atn:tReorganization Department Ridgefield Park, NJ 07660 Department
Attn: Reorganization
Department
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By Facsimile Transmission
(for Eligible Institutions only):
(201) 296-4293
Confirm Facsimile By Telephone:
(201) 296-4860
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DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OR FACSIMILE
NUMBER 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" (as defined in the Offer) 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 PPLC Acquisition Corp., a Delaware
corporation ("Purchaser")
and an indirect wholly owned subsidiary of Norton Company, a Massachusetts
corporation, which is an indirect wholly owned subsidiary of Compagnie de
Saint-Gobain, a French corporation, upon the terms and subject to the
conditions set forth in the offer to purchase dated August 2, 2000 (the
"Offer to Purchase"), and the related Letter of Transmittal (which
together with any amendments or supplements thereto constitute the
"Offer"), receipt of which is hereby acknowledged, shares
of common stock, par value $0.10 per share (the "Shares"), of Chemfab
Corporation, a Delaware corporation, pursuant to the guaranteed delivery
procedure set forth under "Procedures for Tendering Shares" in the Offer
to Purchase.
Certificate Nos. (if available) SIGN HERE
___________________________________ ___________________________________
Signature(s) of Holder(s)
___________________________________ ___________________________________
Name(s) (Please Print or Type)
If Shares will be tendered by book-entry transfer:
Name of Tendering Institution ___________________________________
Address
___________________________________ ___________________________________
Zip Code
Account No. _______________________ ___________________________________
Area Code and Telephone No.
at The Depository Trust Company
Dated: _____________________ , 2000
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GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a firm which is a member of a registered national
securities exchange or the National Association of Securities Dealers,
Inc., or a commercial bank or trust company having an office or
correspondent in the United States, guarantees (a) that the above named
person(s) "own(s)" the Shares tendered hereby within the meaning of Rule
14e-4 under the Securities Exchange Act of 1934, (b) that such tender of
Shares complies with Rule 14e-4 and (c) to deliver to the Depositary the
Shares tendered hereby, together with a properly completed and duly
executed Letter(s) of Transmittal (or facsimile(s) thereof) or an Agent's
Message (as defined in the Offer to Purchase) in the case of a book-entry
delivery and any other required documents, all within three New York Stock
Exchange trading days of the date hereof.
___________________________________ ___________________________________
Name of Firm Authorized Signature
___________________________________ Name: _____________________________
Address (Please Print or Type)
___________________________________ Title: ____________________________
Zip Code (Please Print or Type)
Area Code and
Telephone Number: _________________ Dated: ______________________, 2000
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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