Exhibit (a)(3)
Notice of Guaranteed Delivery
to
Tender Shares of Common Stock
of
Lifschultz Industries, Inc.
to
Saltwater Acquisition Corp.
an indirect, wholly-owned subsidiary of
Danaher Corporation
(Not to be Used for Signature Guarantees)
This Notice of Guaranteed Delivery or one substantially equivalent hereto
must be used to accept the Offer (as defined below) if certificates for Shares
(as defined below) are not immediately available or the certificates for Shares
and all other required documents cannot be delivered to SunTrust Bank (the
"Depositary") on or prior to the Expiration Date (as defined in the Offer to
Purchase) or if the procedure for delivery by book-entry transfer cannot be
completed on a timely basis. This instrument may be delivered by hand or
transmitted by facsimile transmission or mailed to the Depositary. See Section
3 of the Offer to Purchase.
The Depositary for the Offer is:
SunTrust Bank
Facsimile for Eligible By Mail: By Overnight Courier or
Institutions: SunTrust Bank By Hand:
404-865-5371 Post Office Box 4625 SunTrust Bank
Atlanta, Georgia 30302 Stock Transfer
Confirm by Telephone: Department
1-800-568-3476 58 Edgewood Avenue
Room 225, Annex
Atlanta, Georgia 30303
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION
OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE
DEPOSITARY.
This form is not to be used to guarantee signatures. If a signature on a
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 in the Letter of Transmittal.
The guarantee on the reverse side must be completed.
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Ladies and Gentlemen:
The undersigned hereby tender(s) to Saltwater Acquisition Corp., a Delaware
corporation and an indirect, wholly-owned subsidiary of Danaher Corporation, a
Delaware corporation, upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated May 22, 2001 (the "Offer to Purchase"), and in the
related Letter of Transmittal (which, as amended from time to time, together
constitute the "Offer"), receipt of which is hereby acknowledged, the number of
shares of common stock, par value $0.001 per share (the "Shares"), of
Lifschultz Industries, Inc., a Delaware corporation, indicated below pursuant
to the guaranteed delivery procedure set forth in Section 3 of the Offer to
Purchase.
Number of Tendered Shares: __________________________________________________
Certificate No(s) (if available): ___________________________________________
_____________________________________________________________________________
Check box if Shares will be tendered by book-entry transfer:
Name of Tendering Institution: ______________________________________________
Dated: __________________, 2001
Name(s) of Record Holder(s): ________________________________________________
_____________________________________________________________________________
(Please Print)
Address(es): ________________________________________________________________
_____________________________________________________________________________
(Zip Code)
Area Code and Telephone No(s): ______________________________________________
SIGN HERE
Signature(s): _______________________________________________________________
___________________________________________________________________
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm which is a bank, broker, dealer, credit union,
savings association or other entity which is a member in good standing of a
recognized Medallion Program approved by the Securities Transfer Association
Inc., including the Securities Transfer Agents Medallion Program (STAMP), the
Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange
Medallion Signature Program (MSP) or any other "eligible guarantor institution"
(as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of
1934, as amended), guarantees to deliver to the Depositary either the
certificates evidencing all tendered Shares, in proper form for transfer, or a
Book-Entry Confirmation (as defined in the Offer to Purchase) with respect to
such Shares, in either case, together with the Letter of Transmittal (or a
facsimile thereof), properly completed and duly executed, with any required
signature guarantees or an Agent's Message (as defined in the Offer to
Purchase) in the case of a book-entry delivery, and any other required
documents, all within three Nasdaq National Market trading days after the date
hereof.
The eligible guarantor institution that completes this form must communicate
the guarantee to the Depositary and must deliver the Letter of Transmittal and
Share Certificates to the Depositary within the time period indicated herein.
Failure to do so may result in financial loss to such eligible guarantor
institution.
Name of Firm: _______________________________________________________________
_________________________________________________________________
(Authorized Signature)
Address: ____________________________________________________________________
_____________________________________________________________________________
(Zip Code)
Title: ______________________________________________________________________
Name: _______________________________________________________________________
(Please Print or Type)
Area Code and Telephone No.: ________________________________________________
Dated: __________________, 2001
NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. SHARE CERTIFICATES
SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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