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EXHIBIT 99.3
KNOWLES ELECTRONICS HOLDINGS, INC.
OFFER TO EXCHANGE ITS
13 1/8% SENIOR SUBORDINATED NOTES DUE 2009,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
FOR ANY AND ALL OUTSTANDING
13 1/8% SENIOR SUBORDINATED NOTES DUE 2009
TO: BROKERS, DEALERS, COMMERCIAL BANKS,
TRUST COMPANIES AND OTHER NOMINEES:
Upon and subject to the terms and conditions set forth in the Prospectus,
dated [ ], 2000 (the "Prospectus"), and the enclosed Letter of
Transmittal (the "Letter of Transmittal"), an offer to exchange (the "Exchange
Offer") registered 13 1/8% Senior Subordinated Notes due 2009 (the "New Notes")
for any and all outstanding 13 1/8% Senior Subordinated Notes due 2009 (the "Old
Notes") (CUSIP No. [ ] for Old Notes offered and sold in reliance on Rule
144A under the Securities Act of 1933, as amended (the "Securities Act") and
CUSIP No. [ ] for Old Notes offered and sold pursuant to Regulation S
under the Securities Act) is being made pursuant to such Prospectus. The
Exchange Offer is being made in order to satisfy certain obligations of Knowles
Electronics Holdings, Inc. (the "Issuer") and the Issuer's domestic subsidiaries
(each a "Guarantor" and collectively, the "Guarantors") contained in the
Registration Rights Agreement, dated as of October 1, 1999, between the Issuer,
Morgan Stanley & Co. Incorporated and Chase Securities, Inc.
We are requesting that you contact your clients for whom you hold Old Notes
regarding the Exchange Offer. For your information and for forwarding to your
clients for whom you hold Old Notes registered in your name or in the name of
your nominee, or who hold Old Notes registered in their own names, we are
enclosing the following documents:
1. Prospectus dated [ ], 2000;
2. The Letter of Transmittal for your use and for the information of
your clients;
3. A Notice of Guaranteed Delivery to be used to accept the Exchange
Offer if certificates for Old Notes are not immediately available or time
will not permit all required documents to reach the Exchange Agent prior to
the expiration date of the Exchange Offer or if the procedure for
book-entry transfer cannot be completed on a timely basis; and
4. A form of letter which may be sent to your clients for whose
account you hold Old Notes registered in your name or the name of your
nominee, with space provided for obtaining such clients' instructions with
regard to the Exchange Offer.
Your prompt action is requested. The Exchange Offer will expire at 5:00
p.m., New York City time, on [ ], 2000 (30 calendar days following the
commencement of the Exchange Offer), unless extended by the Issuer. Old Notes
tendered pursuant to the Exchange Offer may be withdrawn at any time before the
expiration date for the Exchange Offer.
To participate in the Exchange Offer, a duly executed and properly
completed Letter of Transmittal, with any required signature guarantees and any
other required documents, should be sent to the Exchange Agent and certificates
representing the Old Notes should be delivered to the Exchange Agent, all in
accordance with the instructions set forth in the Letter of Transmittal and the
Prospectus.
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If holders of Old Notes wish to tender, but it is impracticable for them to
forward their certificates for Old Notes prior to the expiration of the Exchange
Offer or to comply with the book-entry transfer procedures on a timely basis, a
tender may be effected by following the guaranteed delivery procedures described
in the Prospectus under "The Exchange Offer -- Guaranteed Delivery Procedures."
Additional copies of the enclosed material may be obtained from the
Exchange Agent, The Bank of New York 101 Barclay Street, New York, New York
10286, telephone: [ ] Attention: [ ].
KNOWLES ELECTRONICS HOLDINGS, INC.
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