<PAGE>
EXHIBIT 99.1
FORM OF LETTER TO LYNCH SHAREHOLDERS
[M-tron Letterhead and Phone]
___________, 2000
Dear Shareholder of Lynch Corporation:
I am pleased to send you the attached prospectus (and subscription
instructions) concerning a rights offering ("Rights Offering") to holders of
Lynch Corporation ("Lynch") common stock. As a holder of Lynch common stock,
you are receiving rights ("Rights") to purchase shares of our Class A common
stock. Each one and one-half Rights entitles the holder thereof to purchase
one share of our Class A common stock at a price of $5.00 per share.
Each holder of Lynch common stock at the close of business on
_____________, 2000 (the record date for the distribution of the Rights) will
receive one Right for every share of Lynch common stock he or she owns on
that date (for example, if you own 600 shares of Lynch common stock, you can
purchase up to 400 shares of M-tron Class A common stock).
The Rights are set to expire at 5:00 P.M., EST, on ___________,
2000, unless we extend the expiration date. Accordingly, if you wish to take
advantage of your Rights, you will need to exercise them before that time.
The Rights Offering is expected to close on or about ____________, 2000.
Lynch shareholders who have fully exercised the Rights issued to
them may subscribe for additional shares of our Class A common stock, subject
to certain limitations and subject to allocation, not acquired by other Lynch
shareholders through the exercise of their Rights. The Rights are
transferable.
American Stock Transfer & Trust Company will act as the subscription
agent for the Rights Offering. The attached prospectus contains important
information about the Rights Offering and M-tron's business. I encourage you
to read it carefully. You are not required to exercise your Rights.
<PAGE>
If you have any questions concerning the Rights Offering, you should
contact us at the above number.
Thank you for your consideration.
Sincerely,
M-tron Industries, Inc.
[Name; Title]
-2-
