EXHIBIT (A)(3)
Notice of Guaranteed Delivery
to
Tender Shares of Common Stock
of
CDnow, Inc.
Pursuant to the Offer to Purchase
dated July 26, 2000
of
BINC Acquisition Corp.
a wholly owned subsidiary of
Bertelsmann, Inc.
This Notice of Guaranteed Delivery, or a form substantially equivalent
hereto, must be used to accept the Offer (as defined below) (i) if certificates
for Shares (as defined below) are not immediately available, (ii) if the
procedure for book-entry transfer cannot be completed on a timely basis, or
(iii) if time will not permit all required documents to reach ChaseMellon
Shareholder Services, L.L.C. (the "Depositary") on or prior to the Expiration
Date (as defined in the Offer to Purchase). This form may be delivered by hand,
transmitted by facsimile transmission or mailed to the Depositary. See "The
Offer--Procedures for Accepting the Offer and Tendering Shares" in the Offer to
Purchase.
The Depositary for the Offer is:
ChaseMellon Shareholder Services, L.L.C.
By Mail: By Overnight Courier: By Hand:
P.O. Box 3301 85 Challenger Road 120 Broadway, 13th Floor
South Hackensack, NJ 07606 Mail Drop-Reorg New York, NY 10271
Attn: Reorganization Ridgefield Park, NJ 07660 Attn: Reorganization
Department Attn: Reorganization Department
Department
By Facsimile Transmission
(For Eligible Institutions Only):
(201) 296-4293
Confirm Facsimile by
Telephone:
(201) 296-4860
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OR FACSIMILE
NUMBER OTHER THAN ONE SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO
THE DEPOSITARY.
This notice of guaranteed delivery to the Depositary 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 guarantees 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 or an
Agent's Message (as defined in the Offer to Purchase) 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 REVERSE SIDE MUST BE COMPLETED.
Ladies and Gentlemen:
The undersigned hereby tenders to BINC Acquisition Corp., a Pennsylvania
corporation and a wholly owned subsidiary of Bertelsmann, Inc., a Delaware
corporation, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated July 26, 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, the
number of shares of common stock, no par value (the "Shares"), of CDnow, Inc.,
a Pennsylvania corporation (the "Company"), set forth below, pursuant to the
guaranteed delivery procedures set forth in the Offer to Purchase.
Signature(s):________________________________________ Address(es):______________________________________
Name(s) of Record Holders:___________________________ __________________________________________________
Zip Code
_____________________________________________________ Area Code and Tel. No.(s):_________________________
Please Type or Print
Number of Check box if Shares will be tendered by book-entry
Shares:______________________________________________ transfer: [ ]
Certificate No(s). (if available):
_____________________________________________________ Account Number:____________________________________
Dated: __________________________________________2000
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GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a bank, broker, dealer, credit union, savings association
or other entity that is a member in good standing of the Securities Transfer
Agents Medallion Program, (a) represents 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, as amended ("Rule 14e-4"), (b) represents that
such tender of Shares complies with Rule 14e-4 and (c) guarantees to deliver to
the Depositary either the certificates evidencing all tendered Shares, in
proper form for transfer, or to deliver Shares pursuant to the procedure for
book-entry transfer into the Depositary's account at The Depository Trust
Company (the "Book-Entry Transfer Facility"), in either case together with the
Letter of Transmittal (or a facsimile thereof) properly completed and duly
executed, with any required signature guarantees 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 Nasdaq National Market trading
days after the date hereof.
Name of Firm:_________________________________________ Authorized-Signature:______________________________
Address:______________________________________________ Name:______________________________________________
Please Print
______________________________________________________ Title:_____________________________________________
Zip Code
Area Code and Tel No.:________________________________ Dated:_________________________________________2000
NOTE: DO NOT SEND CERTIFICATE WITH THIS NOTICE OF GUARANTEED DELIVERY.
CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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