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EXHIBIT 99.3
NOTICE OF GUARANTEED DELIVERY
FOR
10 3/4% SENIOR NOTES DUE 2005
OF
PHASE METRICS, INC.
As set forth in the Prospectus dated __________ ___, 1998 (the
"Prospectus") of Phase Metrics, Inc. (the "Company") and in the accompanying
Letter of Transmittal and instructions thereto (the "Letter of Transmittal"),
this form or one substantially equivalent hereto must be used to accept the
Company's exchange offer (the "Exchange Offer") to purchase all of its
outstanding 10 3/4% Senior Notes Due 2005 (the "Notes") if (i) certificates
representing the Notes to be tendered for purchase and payment are not lost but
are not immediately available, (ii) time will not permit the Letter of
Transmittal, certificates representing such Notes or other required documents to
reach State Street Bank and Trust Company of California, N.A. (the "Exchange
Agent") prior to the Expiration Date or (iii) the procedures for book-entry
transfer cannot be completed prior to the Expiration Date. This form may be
delivered by an Eligible Institution by mail or hand delivery or transmitted,
via facsimile (receipt confirmed by telephone) to the Exchange Agent as set
forth below. All capitalized terms used herein but not defined herein shall have
the meanings ascribed to them in the Prospectus.
THE EXCHANGE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON __________ ___, 1998 UNLESS THE OFFER IS EXTENDED (THE
"EXPIRATION DATE").
TENDERS OF NOTES MAY BE WITHDRAWN UNDER THE PROCEDURES DESCRIBED IN THE
PROSPECTUS AT ANY TIME PRIOR TO 12:00 MIDNIGHT
ON THE EXPIRATION DATE.
By Mail, Hand or Overnight Carrier: The Exchange Agent
State Street Bank and Trust Company of State Street Bank and Trust Company of
California, N.A. California,N.A.
633 West 5th Street, 12th Floor By Facsimile:
Los Angeles, California 90071 (213) 362-7357
Attn: Jeanie Mar Confirm by Telephone:
(213) 362-7338
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION VIA FACSIMILE,
OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
This form 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.
Ladies and Gentlemen:
The undersigned hereby tender(s) to the Company, upon the terms and subject
to the conditions set forth in the Exchange Offer (as described in the
Prospectus) and the Letter of Transmittal, receipt of which is hereby
acknowledged, the aggregate principal amount of Notes set forth below pursuant
to the guaranteed delivery procedures set forth in the Prospectus under the
caption "The Exchange Offer -- Guaranteed Delivery Procedures."
The undersigned understands that tenders of Notes will be accepted only in
principal amounts equal to $1,000 or integral multiples thereof. The undersigned
understands that tenders of Notes pursuant to the Exchange Offer may not be
withdrawn after 12:00 midnight, New York City time, on the Expiration Date.
Tenders of Notes may also be withdrawn if the Exchange Offer is terminated
without any such Notes being purchased thereunder or as otherwise provided in
the Prospectus under the caption "The Exchange Offer -- Withdrawal of Tenders."
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All authority herein conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall survive the death or incapacity of the undersigned,
and every obligation of the undersigned under this Notice of Guaranteed Delivery
shall be binding upon the heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives of the undersigned.
PLEASE COMPLETE AND SIGN
SIGNATURE(S) OF REGISTERED HOLDER(S) NAME(S) OF REGISTERED HOLDER(S):
OR AUTHORIZED SIGNATORY: ________________________________
__________________________________________ ________________________________
__________________________________________
__________________________________________ ADDRESS:
__________________________________________ ________________________________
________________________________
PRINCIPAL AMOUNT OF NOTES TENDERED:
__________________________________________ AREA CODE AND TELEPHONE NO.:
__________________________________________ ________________________________
CERTIFICATE NO(S). OF NOTES (IF AVAILABLE): IF NOTES WILL BE DELIVERED BY
__________________________________________ BOOK-ENTRY TRANSFER AT THE
__________________________________________ DEPOSITORY TRUST COMPANY,
INSERT DEPOSITORY ACCOUNT NO.:
________________________________
DATE:
__________________________________________ ________________________________
This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of Notes exactly as its (their) name(s) appear on certificates for
Notes or on a security position listing as the owner of Notes, or by person(s)
authorized to become registered holder(s) by endorsements and documents
transmitted with this Notice of Guaranteed Delivery. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer or other
person acting in a fiduciary or representative capacity, such person must
provide the following information.
Please print name(s) and address(es)
Name(s): ____________________________________________________________________
____________________________________________________________________
Capacity: ____________________________________________________________________
Address(es):____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
Do not send Notes with this form. Notes should be sent to the Exchange
Agent together with a properly completed and duly executed Letter of
Transmittal.
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 a correspondent in the United States,
hereby (a) represents that each holder of Notes on whose behalf this tender is
being made "own(s)" the Notes covered hereby within the meaning of Rule 14e-4
under the Securities Exchange Act of 1934, as amended, (b) represents that such
tender of Notes complies with such Rule 14e-4, and (c) guarantees that, within
five New York Stock Exchange trading days from the date of this Notice of
Guaranteed Delivery, a properly completed and duly executed Letter of
Transmittal (or a facsimile thereof), together with certificates representing
the Notes covered hereby in proper form for transfer (or confirmation of the
book-entry transfer of such Notes into the Exchange Agent's account at The
Depository Trust Company, pursuant to the procedure for book-entry transfer set
forth in the Prospectus) and required documents will be deposited by the
undersigned with the Exchange Agent.
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The undersigned acknowledges that it must deliver the Letter of Transmittal
and Notes tendered hereby to the Exchange Agent within the time period set forth
above and that failure to do so could result in financial loss to the
undersigned.
Name of Firm:_________________________ _______________________________________
Authorized Signature
Address:______________________________ Name:__________________________________
(Please Type or Print)
______________________________ Title:_________________________________
Area Code and Telephone No.:__________ Date:__________________________________