<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 14D-1
(Amendment No. 1)
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
_________________________
MARK CONTROLS CORPORATION
(Name of Subject Company)
_________________________
CRANE ACQUISITION CORP.
CRANE CO.
(Bidders)
_________________________
COMMON STOCK, PAR VALUE $.01 PER SHARE
(INCLUDING THE ASSOCIATED SERIES A STOCK PURCHASE RIGHTS)
(Title of Class of Securities)
_________________________
57038N-10-5
(CUSIP Number of Class of Securities)
_________________________
PAUL R. HUNDT
SECRETARY
CRANE CO.
100 FIRST STAMFORD PLACE
STAMFORD, CT 06902
TELEPHONE NUMBER (203) 363-7220
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidders)
_________________________
COPIES TO:
Lawrence Lederman, Esq.
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
Telephone: (212) 530-5754
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This Amendment No. 1 to the Tender Offer Statement on Schedule 14D-1 relates to
the offer by Crane Acquisition Corp., a Delaware corporation (the "Purchaser"),
and a wholly owned subsidiary of Crane Co., a Delaware corporation ("Crane"), to
purchase all outstanding shares of Common Stock, $.01 par value per share (the
"Common Stock"), of Mark Controls Corporation, a Delaware corporation (the
"Company"), and the associated Series A Stock Purchase Rights (the "Rights" and,
together with the Common Stock, the "Shares") at a price of $19.50 per share,
net to the seller in cash and without interest thereon, on the terms and subject
to the conditions set forth in the Offer to Purchase, dated March 30, 1994 (the
"Offer to Purchase"), and in the related Letter of Transmittal, copies of which
are attached hereto as Exhibits 99.1 and 99.2, respectively (which collectively
constitute the "Offer").
This Statement also constitutes Amendment No. 7 to the Statement on Schedule
13D, dated January 3, 1994, filed by Crane, relating to its beneficial ownership
of Shares.
Item 11 is hereby amended to add the following:
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(b) 99.10 - Commitment letters delivered to Crane by four banks relating
to $100 million revolving credit facility.
1
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SIGNATURE
After due inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
CRANE ACQUISITION CORP.
By: /s/ Paul R. Hundt
-------------------------
Name: Paul R. Hundt
Title: Vice President
Dated: March 31, 1994
CRANE CO.
By: /s/ Paul R. Hundt
-------------------------
Name: Paul R. Hundt
Title: Vice President
Dated: March 31, 1994
2
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EXHIBIT INDEX
EXHIBIT PAGE NO.
- ------- --------
99.10 Commitment letters delivered to Crane by
four banks relating to $100 million
revolving credit facility.
3
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Note: The following commitment letters have been redacted to remove
information identifying the banks therein.
March 29, 1994
Mr. Gil A. Dickoff
Treasurer
Crane Co.
100 First Stamford Place
Stamford, CT 06902
Dear Gil:
You have requested our affiliate, , to arrange
financing in the amount of $100,000,000 for Crane Co. (the "Borrower").
Attached is an outline of the principal terms and conditions of proposed loans
to be made by and other banks acceptable to and the
Borrower ( and such other banks being herein called the "Banks"),
pursuant to loan documentation mutually acceptable to the Banks and the
Borrower.
hereby commits to lend up to $25,000,000 on the
attached terms and conditions. shall inform the Borrower of the
date (the "Commitment Date") on which the Banks (other than ) have sent
to telex or other written confirmation of their commitments on the
attached terms and conditions in an aggregate amount (together with 's
commitment) of $100,000,000. All such commitments will be subject to the
negotiation, execution and delivery of mutually acceptable definitive loan
documentation (to be prepared by 's counsel, )
within 90 days of the date hereof.
The Borrower by signing below agrees to indemnify and defend ,
and each other Bank, their respective affiliates and the
respective directors, officers, agents and employees of the foregoing from, and
hold each of them harmless against, any and all losses, liabilities, claims,
damages or expenses of any kind, including without limitation the fees and
disbursements of counsel, incurred by any of them arising out of or by reason of
any investigation, litigation or other proceeding brought or threatened relating
to any loan made or proposed to be made to the Borrower in connection with the
matters herein referred to (including, but without limitation, any use made or
proposed to be made by the Borrower or any of its affiliates of the proceeds of
such loans, but excluding any such losses, liabilities, claims, damage or
expenses incurred by reason of the gross negligence or willful misconduct of the
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indemnitee as determined by a final judgment of a court of competent
jurisdiction).
Finally, the Borrower hereby agrees to pay 's
and 's out-of-pocket costs and expenses in connection herewith,
including fees and disbursements of its counsel, regardless of whether any loan
documents are agreed to and signed by the Banks and the Borrower and regardless
of whether any loans are actually made.
If you accept and agree to this proposal, please so indicate by
signing in the space provided below and returning a copy of this letter to us.
Sincerely,
/s/ [ ]
By: _________________________
Name:
Title:
/s/ [ ]
By: _________________________
Name:
Title:
ACCEPTED AND AGREED TO
this ____ day of ____________, __:
CRANE CO.
By: ____________________________
Name:
Title:
<PAGE>
SUMMARY OF TERMS AND CONDITIONS
FOR CRANE CO.
Borrower: Crane Co.
Amount: $100,000,000
Initial Commitment: $25,000,000
Purpose: General Corporate Purposes and to
provide bridge financing for
acquisitions, including the
purchase of Eldec Corp. Each
acquisition will be disclosed to
the Banks as soon as letters of
intent to purchase are signed.
Arranger:
Agent:
Lenders: Syndicate of lenders acceptable to
the Borrower and (the
"Banks").
Facility Description: $100 million available as a 3 year
revolving credit facility with a
final maturity for the loans and
commitments not more than 3 years
after the closing.
Borrowing Options: Adjusted LIBOR, Adjusted CD, and
Base Rate.
LIBOR and CD will be adjusted for
reserves and other regulatory
requirements.
Base Rate means the higher of
prime rate or the federal funds
rate + 0.50%.
Money Market Option Description: The Borrower may request the Agent
to solicit competitive bids from
the Banks at a margin over LIBOR or
at an absolute rate, for interest
periods as indicated below. Each
Bank will bid at its own discretion
for amounts up to the total amount
of
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commitments and the Borrower will
be under no obligation to accept
any ofthe bids. Any Money Market
advances made by a Bank shall be
deemed usage of the facility for
the purpose of fees and
availability. However, each Bank's
advance shall not reduce such
Bank's obligation to lend its pro
rata share of the remaining undrawn
commitment.
BID SELECTION MECHANISM: The
Borrower will determine the
aggregate amount of bids, if any,
it will accept. Bids will be
accepted in order of the lowest to
the highest rates ("Bid Rates").
If two or more Banks bid at the
same Bid Rate and the amount of
such bids accepted is less than the
aggregate amount of such bids, then
the amount to be borrowed at such
Bid Rate will be allocated among
such Banks in proportion to the
amount for which each Bank bid at
such Bid Rate. If the bids are
either unacceptably high to the
Borrower or are insufficient in
amount, the Borrower may cancel the
auction.
Pricing: Pricing on the commitments and
loans will be at the rates per
annum, expressed in basis points
per annum, and varying commensurate
with credit quality, set forth in
the attached Pricing Grid.
Margins: See attached Pricing Grid.
Facility Fee: A per annum fee calculated on a 360
day basis payable on each Bank's
commitment irrespective of usage,
quarterly in arrears, and on
termination of a Bank's commitment,
as set forth in the attached
Pricing Grid.
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Reference Lenders: Three Banks representative of the
lender group.
Interest Payments: At the end of each applicable
Interest Period or quarterly, if
earlier.
Interest Periods: SYNDICATED BORROWINGS:
Base Rate - 30 days.
Adjusted LIBOR Loans - 1, 2, 3, or
6 months.
Adjusted CD Loans - 30, 60, 90, or
180 days.
NON-SYNDICATED BORROWINGS:
Money Market LIBOR Loans - minimum
1 month. Money Market Absolute
Rate Loans - minimum 7 days.
Drawdowns: Minimum amounts of $10 million with
additional increments of $1
million. Drawdowns are at the
Borrower's option with same day
notice for Base Rate Loans, two
business days' notice for Adjusted
CD Loans, and three business days'
notice for Adjusted LIBOR Loans.
Prepayments: Base Rate Loans may be prepaid at
any time on one business day's
notice. Adjusted LIBOR and
Adjusted CD Loans may not be
prepaid before the end of an
Interest Period.
Termination or Reduction of
Commitments: The Borrower may terminate the
unused commitments in amounts of at
least $5 million at any time on
three business day's notice.
Representations and Warranties: Customary for credit agreements of
this nature, with respect to the
Borrower and its Subsidiaries,
including but not limited to:
1. Corporate existence.
2. Corporate and governmental
authorization; no
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contravention; binding effect.
3. Financial information.
4. No material adverse change.
5. Environmental matters.
6. Compliance with laws,
including ERISA.
7. No material litigation.
8. Existence, incorporation, etc.
of subsidiaries.
9. Payment of taxes.
10. Full disclosure.
Conditions to Borrowing: Customary in credit agreements of
this nature, including but not
limited to:
1. Absence of default.
2. Accuracy of representations
and warranties.
3. Negotiation and execution of
satisfactory closing
documentation.
4. Deal-specific requirements if
any; regulatory approvals,
licenses.
Covenants: Customary in credit agreements of
this nature, with respect to the
Borrower and its subsidiaries,
including but not limited to:
1. Information.
2. Maintenance of property;
insurance coverage.
3. Conduct of business;
maintenance of existence.
4. Compliance with laws,
including ERISA and
environmental regulations.
5. Negative pledge (including
subsidiary stock and assets).
6. Limitation on consolidations,
mergers and sale of assets.
7. Subsidiary debt limitation.
8. Cash Flow to Total Borrowed
Funds greater than or equal to
17%.
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9. Total Borrowed Funds to Total
Capital no higher than 70%
during the second, third and
fourth quarters of 1994 and
the first quarter of 1995, and
no higher than 65% during the
second quarter of 1995 and
thereafter.
Events of Default: Customary in credit agreements of
this nature, including but not
limited to the following:
1. Failure to pay any interest,
principal, or fees payable
under the Credit Agreement
when due.
2. Failure to meet covenants
(with grace periods, where
appropriate).
3. Representations or warranties
false in any material respect
when made.
4. Cross default to other
material debt of the Borrower
and its Subsidiaries which is
triggered by an event which
would permit the holder to
accelerate its debt or
terminate its commitment.
5. Change of ownership or
control.
6. Other usual defaults with
respect to the Borrower and
Subsidiaries, including but
not limited to insolvency,
bankruptcy, ERISA, and
judgment defaults.
Increased Costs/Change of
Circumstances: The credit agreement will contain
customary provisions protecting the
Banks in the event of
unavailability of funding,
illegality, increased costs and
funding losses.
Indemnification: The Borrower will indemnify the
Banks against all losses,
liabilities, claims, damages,
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or expenses relating to their
loans, the Borrower's use of loan
proceeds or the commitments,
including but not limited to
reasonable attorneys' fees and
settlement costs (except such as
result from the indemnitee's gross
negligence or willful misconduct).
Transfers and Participations: Banks will have the right to
transfer or sell participations in
their loans or commitments.
Transferability of voting rights in
participations will be limited to
changes in principal, rate, fees
and term. Assignments, which must
be in amounts of at least $10
million (or the remainder of a
Bank's loans and commitments, if
less), will be allowed with the
consent of the Borrower, such
consent not to be unreasonably
withheld, provided that the
Borrower's consent will not be
required for assignment within the
Bank group and to the Banks'
affiliates.
Expenses: Borrower will pay all legal and
other out-of-pocket expenses of
related to this transaction
and any subsequent amendments or
waivers, including the fees and
expenses of , special
counsel to .
Governing Law: State of New York.
<PAGE>
Pricing Grid for $100 million Three Year facility
(in basis points per annum)
<TABLE>
<CAPTION>
Level I Level II Level III Level IV Level V
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
If the
Borrower's If the Borrower's
unsecured unsecured senior
If the Borrower's senior debt is debt is rated
If the Borrower's unsecured senior rated BBB by BBB-by S&P or
unsecured senior debt is rate S&P or Baa2 Baa3 by
debt is rated A- BBB+ by S&P or by Moody's and Moody's, and
or highter by S&P Baa1 by Moody's, neither Level I none of Level I,
or A3 or higher and Level I does nor Level II Level II, or If no other
Basis for pricing by Moody's not apply applies Level III applies level applies
- ----------------- ----------------- ---------------- --------------- ------------------ -------------
Facility Fee
LIBOR+
CD+
Based Rate+
"Used" Cost
(LIBOR + facility
fee + applicable
margin)
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
Note: Intentionally left blank for filing and exhibit purposes.
<PAGE>
March 28, 1994
[Name]
Vice President
[Bank]
[Address]
Dear [Name]:
is pleased to commit $25 million to the
$100 million three-year syndicated credit facility for Crane Company, the Terms
and Conditions of which are outlined in the Summary of Terms and Conditions
dated March 25, 1994. Our commitment is subject only to the satisfactory review
and execution of legal documentation. Furthermore, our commitment in the three-
year revolving credit facility replaces that of our commitment of March 17, 1994
in the Company's 364-day credit facility, that has been replaced at the request
of Crane with the three-year credit facility.
Sincerely,
/s/ [Name]
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March 29, 1994
[Name]
[Address]
Attention: [Name]
Vice President
Gentlemen:
We refer to the Summary of Terms and Conditions dated March 25, 1994
for the $100 million three-year revolving credit facility to be extended to
Crane Co. furnished by you to us.
We are pleased to confirm that we agree to participate in this
facility in the maximum amount of $25,000,000 subject to (i) the execution and
delivery of definitive documentation for this facility which shall include the
terms and conditions set forth on the term sheet, and such other terms and
conditions which we and our counsel deem customary, necessary or appropriate,
satisfactory in form and substance to us and our counsel, and (ii) our
satisfaction with all terms applicable to this facility which are not described
or included in the term sheet or remain to be negotiated, agreed upon and/or
defined.
Our agreement to participate as aforesaid shall be deemed terminated
if definitive documentation for this facility has not been executed and
delivered on or prior to April 29, 1994.
THIS LETTER SUPERSEDES IN ITS ENTIRETY OUR LETTER TO YOU DATED MARCH
18, 1994, WHICH LETTER DATED MARCH 18, 1994 IS OF NO FURTHER FORCE AND EFFECT.
Very truly yours,
/s/ [Name]
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March 30, 1994
[Name]
Vice President
[Name]
[Address]
Dear [Name]:
is pleased to commit $25,000,000 to
the $100 million 3 year syndicated credit facility for Crane Co., the terms of
which are outlined in the Summary of Terms and Conditions dated March 25, 1994.
Our commitment is subject only to the execution of satisfactory legal
documentation.
Sincerely,
/s/ [Name] /s/ [Name]
