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Exhibit (a)(3)
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF CLASS A COMMON STOCK
OF
JLK DIRECT DISTRIBUTION INC.
This Notice of Guaranteed Delivery, or a form substantially equivalent
hereto, must be used to accept the Offer (as defined below) if certificates
representing shares of Class A Common Stock, par value $0.01 per share (the
"Shares"), of JLK Direct Distribution Inc. ("JLK"), a Pennsylvania corporation,
are not immediately available, if the procedure for book-entry transfer cannot
be completed prior to the Expiration Date (as defined in the Offer to Purchase),
or if time will not permit all required documents to reach the depositary prior
to the Expiration Date. Such form may be delivered by hand, transmitted by
facsimile transmission or mailed to the depositary. See the section captioned
"The Offer -- 3. Procedures for Accepting the Offer and Tendering Shares" of the
Offer to Purchase.
The Depositary of the Offer is:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By Mail: By Overnight Courier: By Hand:
Reorganization Department Reorganization Department Reorganization Department
P.O. Box 3301 85 Challenger Rd. 120 Broadway
South Hackensack, NJ 07606 Mail Stop--Reorg 13th Floor
Ridgefield, NJ 07660 New York, NY 10271
By Facsimile Transmission:
(201) 296-4293
(for Eligible Institutions only)
For Confirmation 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 A 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 THE 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 JLK, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated October 3, 2000 (the "Offer
to Purchase") and the related Letter of Transmittal, receipt of which is hereby
acknowledged, the number of Shares set forth below pursuant to the guaranteed
delivery procedures set forth in the section captioned "The Offer -- 3.
Procedures for Accepting the Offer and Tendering Shares" of the Offer to
Purchase.
Number of Shares:
Share Certificate Numbers (if available):
Check Box if Shares will be tendered by book-entry transfer: [ ]
Account Number:
Dated:
Names(s) of Record Holder(s):
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Please Type or Print
Address(es):
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Zip Code
Area Code and Telephone Number:
Signature(s):
X
Dated:
X
Dated:
Capacity (full title, if signing in a fiduciary or representative capacity):
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Taxpayer Identification or Social Security No.:
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
The undersigned, a participant in the Security Transfer Agents Medallion
Program, the New York Stock Exchange Medallion Signature Guarantee Program or
the Stock Exchange Medallion Program (each, an "Eligible Institution"), hereby
guarantees to deliver to the depositary either the certificates representing the
Shares tendered hereby in proper form for transfer, or timely confirmation of a
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 the Offer to
Purchase), and any other documents required by the Letter of Transmittal, within
three New York Stock Exchange trading days (as defined in the Offer to Purchase)
after the date of execution hereof.
All authority conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall survive the death, incapacity or dissolution of the
undersigned, and every obligation of the undersigned under this Notice of
Guaranteed Delivery shall be binding upon the undersigned's heirs, personal
representatives, successors and assigns.
The Eligible Institution that completes this form must communicate the
guarantee to the depositary and must deliver the Letter of Transmittal and Share
Certificates 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 Eligible Institution:
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Address:
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Zip Code
Area Code and
Telephone Number:
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Authorized Signature
Name:
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(Please Type or Print)
Title:
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Dated:
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NOTE: DO NOT SEND SHARE CERTIFICATES WITH THIS NOTICE OF GUARANTEED DELIVERY.
CERTIFICATES SHOULD BE SENT ONLY WITH YOUR LETTER OF TRANSMITTAL.