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EXHIBIT 99.3
NOTICE OF GUARANTEED DELIVERY
IN RESPECT OF
12 1/4% SENIOR NOTES DUE 2007
OF
HOLLEY PERFORMANCE PRODUCTS INC.
PURSUANT TO THE PROSPECTUS
DATED OCTOBER ___, 1999
The Exchange Agent for the Exchange Offer is:
STATE STREET BANK AND TRUST COMPANY
BY MAIL: BY FACSIMILE FOR BY OVERNIGHT DELIVERY OR HAND:
ELIGIBLE INSTITUTIONS
State Street Bank State Street Bank
and Trust Company (617) 662-1452 and Trust Company
Corporate Trust Department Corporate Trust Department
P.O. Box 778 2 Avenue de Lafayette, 5th Floor
Boston, MA 02102-0778 Boston, MA 02111-1724
Attention: Ralph Jones Attention: Ralph Jones
FOR INFORMATION TELEPHONE:
(617) 662-1548
Attention: Ralph Jones
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR
TRANSMISSION VIA FACSIMILE TO A NUMBER, OTHER THAN AS SET FORTH ABOVE WILL NOT
CONSTITUTE VALID DELIVERY.
As set forth in the Prospectus dated October ___, 1999 (as it may be
supplemented and amended from time to time, the "Prospectus") of Holley
Performance Products Inc. (the "Company") under "The Exchange Offer --
Procedures for Tendering Outstanding Notes," and in the Instructions to the
related Letter of Transmittal (the "Letter of Transmittal"), this form, or one
substantially equivalent hereto, or an Agent's Message relating to the
guaranteed delivery procedures, must be used to accept the Company's offer (the
"Exchange Offer") to exchange any and all of its outstanding $150,000,000 12
1/4% Senior Notes due 2007 (the "Notes"), for new $150,000,000 12 1/4% Senior
Notes due 2007, Series B (the "Exchange Notes"), if time will not permit the
Letter of Transmittal, certificates representing such Notes and other required
documents to reach the Exchange Agent, or the procedures for book-entry
transfer cannot be completed, on or prior to the Expiration Date (as defined).
This form must be delivered by an Eligible Institution (as defined
herein) by mail or hand delivery or transmitted via facsimile to the Exchange
Agent as set forth above. If a signature on the Letter of Transmittal is
required to be guaranteed by a Medallion Signature Guarantor under the
instructions thereto, such signature guarantee must appear in the applicable
space provided in the Letter of Transmittal. This form is not to be used to
guarantee signatures.
Questions and requests for assistance and requests for additional copies
of the Prospectus may be directed to the Exchange Agent at the address above.
Holders may also contact their broker, dealer, commercial bank, trust company,
or other nominee for assistance concerning the Exchange Offer.
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON _______________ ___, 1999, UNLESS EXTENDED ("THE EXPIRATION
DATE").
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Ladies and Gentlemen:
The undersigned hereby tender(s) to the Company, upon the terms and
subject to the conditions set forth in the Prospectus and the related Letter of
Transmittal (receipt of which is hereby acknowledged), the principal amount of
the Notes specified below pursuant to the guaranteed delivery procedures set
forth in the Prospectus under "The Exchange Offer -- Procedures For Tendering
Outstanding Notes" and in Instruction 2 to the Letter of Transmittal. The
undersigned hereby authorizes the Exchange Agent to deliver this Notice of
Guaranteed Delivery to the Company with respect to the Notes tendered pursuant
to the Exchange Offer.
The undersigned understands that Notes will be exchanged only after
timely receipt by the Exchange Agent of (i) such Notes, or a Book-Entry
Confirmation, and (ii) a Letter of Transmittal (or a manually signed facsimile
thereof), including by means of an Agent's Message, of the transfer of such
Notes into the Exchange Agent's account at the Book-Entry Transfer Facility,
with respect to such Notes, properly completed and duly executed, with any
signature guarantees and any other documents required by the Letter of
Transmittal within three New York Stock Exchange, Inc. trading days after the
execution hereof. The undersigned also understands that the method of delivery
of this Notice of Guaranteed Delivery and any other required documents to the
Exchange Agent is at the election and sole risk of the holder, and the delivery
will be deemed made only when actually received by the Exchange Agent.
THE UNDERSIGNED UNDERSTANDS THAT TENDERS OF NOTES WILL BE ACCEPTED ONLY
IN PRINCIPAL AMOUNTS EQUAL TO $1,000 OR INTEGRAL MULTIPLES THEREOF. THE
UNDERSIGNED ALSO UNDERSTANDS THAT TENDERS OF NOTES MAY BE WITHDRAWN AT ANY TIME
PRIOR TO THE EXPIRATION DATE.
All authority conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall not be affected by, and 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, executors,
administrators, trustees in bankruptcy, personal and legal representatives,
successors and assigns of the undersigned.
All capitalized terms used herein but not defined herein shall have the
meanings ascribed to them in the Prospectus.
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PLEASE SIGN AND COMPLETE
Signature(s) of Registered Holder(s) or Date:________________________________________________
Authorized Signatory:________________________________
Address:_____________________________________________
_____________________________________________________
_____________________________________________________
_____________________________________________________ Area Code and Telephone No:._________________________
Name(s) of Registered Holder(s):_____________________ _____________________________________________________
_____________________________________________________
If Notes will be delivered by book-entry transfer,
_____________________________________________________ check book-entry facility below:
Principal Amount of Notes Tendered:__________________ The Depository Trust Company
_____________________________________________________ Depository
Account No.__________________________________________
Certificate No.(s) of Notes
(if available):______________________________________
This Notice of Guaranteed Delivery must be signed by the holder(s)
exactly as their name(s) appear(s) on certificate(s) for Notes or on a security
position listing as the owner of Notes, or by person(s) authorized to become
Holder(s) by endorsements and documents transmitted with this Notice of
Guaranteed Delivery without alteration, enlargement or any change whatsoever.
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.
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member of the Securities Transfer Agents Medallion
Program, the Stock Exchange Medallion Program or the New York Stock Exchange,
Inc. Medallion Signature Program (each, an "Eligible Institution"), hereby (i)
represents that the above-named persons are deemed to own the Notes tendered
hereby within the meaning of Rule 14e-4 promulgated under the Securities
Exchange Act of 1934, as amended ("Rule 14e-4"), (ii) represents that such
tender of Notes complies with Rule 14e-4 and (iii) guarantees that the Notes
tendered hereby are in proper form for transfer (pursuant to the procedures set
forth in the Prospectus under "The Exchange Offer -- Guaranteed Delivery
Procedures"), and that the Exchange Agent will receive (a) such Notes, or a
Book-Entry Confirmation of the transfer of such Notes into the Exchange Agent's
account at the Book-Entry Transfer Facility and (b) a properly completed and
duly executed Letter of Transmittal or facsimile thereof (or Agent's message)
with any required signature guarantees and any other documents required by the
Letter of Transmittal within three New York Stock Exchange, Inc. trading days
after the date of execution hereof.
The Eligible Institution that completes this form must communicate the
guarantee to the Exchange Agent and must deliver the Letter of Transmittal and
Notes to the Exchange Agent within the time period shown herein. Failure to do
so could result in a financial loss to such Eligible Institution.
Name of
Firm:__________________________________________________________________________
Authorized Signature:__________________________________________________________
Title:_________________________________________________________________________
Address:_______________________________________________________________________
_______________________________________________________________________________
(Zip Code)
Area Code and Telephone Number:________________________________________________
Dated:______________________________________, 1999
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