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EXHIBIT 99.4
M-TRON INDUSTRIES, INC.
1,006,790 SHARES OF CLASS A COMMON STOCK
ISSUABLE UPON THE EXERCISE OF RIGHTS
SUBSCRIPTION PRICE $5.00 PER SHARE
To Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees:
We have been appointed by M-tron Industries, Inc. ("M-tron") to act
as Subscription Agent in connection with M-tron's rights offering under which
it is distributing to shareholders of record of its indirect parent, Lynch
Corporation ("Lynch"), on ________ __, 2000 rights to subscribe for and
purchase up to an aggregate of 1,006,790 shares of M-tron's Class A common
stock, $0.01 par value ("Common Shares"), at a price of $5.00 per share.
Lynch shareholders will receive one right for each share of Lynch common
stock owned and will be entitled to purchase one Common Share for every 1.5
rights held under the terms and conditions set forth in M-tron's Prospectus
dated __________, 2000. Lynch shareholders who exercise all of their rights
in full will be entitled to the additional privilege of subscribing for and
purchasing, subject to certain limitations and subject to allocation, any
Common Shares not acquired by other holders of rights through the exercise of
their rights. The rights offering will expire at 5:00 p.m. Eastern Standard
Time on ____________, 2000 unless extended by M-tron.
We are asking you to contact your clients for whom you hold
subscription certificates registered in your name or in the name of your
nominee.
Enclosed herewith are copies of the following documents:
1. Letter dated __________, 2000 to the Lynch shareholders;
2. Prospectus dated ___________, 2000;
3. A letter which may be sent to your clients for whose
accounts you hold shares in your name or in the name of your nominee;
4. A Notice of Guaranteed Delivery;
5. A Nominee Holder Over-Subscription Exercise Form;
6. A Nominee Holder Certification;
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7. Instructions for the use of the Subscription Certificate;
and
8. Return Envelope to American Stock Transfer & Trust
Company, the Subscription Agent.
The Company will not pay any fees or commissions to any broker,
dealer, salesperson or other person in connection with the solicitation of
the exercise of the rights in the rights offering. You will be reimbursed for
customary mailing and handling expenses incurred by you in forwarding the
enclosed materials to your clients.
If any of your clients for whom you hold rights registered in your
name or in the name of your nominee exercise their over-subscription
privilege, you will need to complete and execute the Nominee Holder
Certification. To exercise the over-subscription privilege, a beneficial
owner of rights must have exercised its basic rights in full.
If you are a Depository Trust Company participant and you are
exercising the over-subscription privilege, you must utilize both the Nominee
Holder Over-Subscription Exercise Form and the Nominee Holder Certification.
Additional copies of the enclosed materials may be obtained from the
Subscription Agent, American Stock Transfer & Trust Company, 59 Maiden Lane,
New York, New York 10038, (718) 921-8200.
Very truly yours,
AMERICAN STOCK TRANSFER &
TRUST COMPANY
NOTHING CONTAINED HEREIN SHALL CONSTITUTE YOU OR ANY PERSON THE AGENT OF
M-TRON OR THE SUBSCRIPTION AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO
GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION ON BEHALF OF ANY OF THEM WITH
RESPECT TO THE RIGHTS OFFERING NOT CONTAINED IN THE PROSPECTUS.
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