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EXHIBIT 99.3
NOTICE OF GUARANTEED DELIVERY
FOR
SUBSCRIPTION CERTIFICATES
ISSUED BY
M-TRON INDUSTRIES, INC.
This form, or one substantially equivalent hereto, must be used to
exercise Rights pursuant to the Rights Offering described in the Prospectus
dated ____________, 2000 (the "Prospectus") of M-tron Industries, Inc., a
Delaware corporation ( "M-tron"), if a holder of Rights cannot deliver the
subscription certificate(s) evidencing the Rights (the "Subscription
Certificate(s)"), to the Subscription Agent listed below (the "Subscription
Agent") at or prior to 5:00 p.m., Eastern Standard Time, on ___________, 2000
unless extended (the "Expiration Date"). Such form must be delivered by hand or
sent by facsimile transmission or mail to the Subscription Agent, and must be
received by the Subscription Agent on or prior to the Expiration Date. See "The
Offering - Exercise of Rights" and "- Guaranteed Delivery Procedures" in the
Prospectus. Payment of the Subscription Price of $5.00 per share for each share
of M-tron Class A common stock subscribed for upon exercise of such Right must
be received by the Subscription Agent in the manner specified in the Prospectus
at or prior to 5:00 p.m., Eastern Standard Time, on the Expiration Date even if
the Subscription Certificate evidencing such Right is being delivered pursuant
to the procedure for guaranteed delivery thereof.
THE SUBSCRIPTION AGENT IS:
American Stock Transfer & Trust Company
BY MAIL OR HAND DELIVERY FACSIMILE TRANSMISSION: BY OVERNIGHT COURIER:
American Stock Transfer & (718) 234-5001 American Stock Transfer &
Trust Company Trust Company
59 Maiden Lane CONFIRM BY TELEPHONE: Exchanges and Tenders
New York, New York 10038 (718) 921-8200 59 Maiden Lane
New York, New York 10038
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES
NOT` CONSTITUTE A VALID DELIVERY.
GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SUBSCRIPTION CERTIFICATE SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities
exchange or of the National Association of Securities Dealers, Inc. or a
commercial bank or trust company having an office or correspondent in the United
States, guarantees that the undersigned will deliver to the Subscription Agent
the certificates representing the Rights being exercised hereby, with any
required signature guarantees and any other required documents, all within three
business days after the date hereof.
..................................... .......................................
(Name of Firm) (Date)
..................................... .......................................
(Authorized Signature)
..................................... .......................................
(Address) (Name)
..................................... .......................................
(Area Code and Telephone Number) (Title)
The institution which completes this form must communicate the
guarantee to the Subscription Agent and must deliver the Subscription
Certificate(s) to the Subscription Agent within the time period shown herein.
Failure to do so could result in a financial loss to such institution.
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LADIES AND GENTLEMEN:
The undersigned hereby represents that he, she or it is the holder of
Subscription Certificate(s) representing ___________ Rights and that such
Subscription Certificate(s) cannot be delivered to the Subscription Agent at or
before 5:00 p.m., Eastern Standard Time, on the Expiration Date. Upon the terms
and subject to the conditions set forth in the Prospectus, receipt of which is
hereby acknowledged, the undersigned hereby elects to exercise (i) the basic
subscription privilege to subscribe for one share of M-tron Class A common stock
per every 1.5 Rights with respect to each of __________ Rights represented by
such Subscription Certificate and (ii) the over-subscription privilege relating
to each such Right to subscribe, to the extent that Shares of M-tron Class A
common stocks are available therefor, for an aggregate of up to __________
Shares of M-tron Class A common stock. The undersigned understands that payment
of the subscription price of $5.00 per share for each share of M-tron Class A
common stock subscribed for pursuant to the basic subscription privilege and
over-subscription privilege must be received by the Subscription Agent at or
before 5:00 p.m., Eastern Standard Time, on the Expiration Date and represents
that such payment, in the aggregate amount of $__________ , either (check
appropriate box):
/ / is being delivered to the Subscription Agent herewith
or
/ / has been delivered separately to the Subscription Agent;
and is or was delivered in the manner set forth below (check appropriate box and
complete information relating thereto):
/ / wire transfer of funds
- name of transferor institution................................
- date of transfer..............................................
- confirmation number (if available)............................
/ / uncertified check (Payment by uncertified check will not be
deemed to have been received by the Subscription Agent until
such check has cleared. Holders paying by such means are urged
to make payment sufficiently in advance of the Expiration Date
to ensure that such payment clears by such date.)
/ / certified check
/ / bank draft (cashier's check)
/ / postal or money order
If by certified check, bank draft of money order, please provide the following
information:
- name of maker.................................................
- date of check, draft or money order...........................
- check, draft or money order number............................
- bank on which check is drawn or issuer of money order.........
Signature(s)........................ Address(es).............................
.................................... ........................................
Name(s)............................. ........................................
.................................... Area Code and Tel. No(s)................
(Please type or print)
Subscription Certificate No(s). (if available)..................................
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