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United States
Securities and Exchange Commission
Washington, DC. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Mark Controls Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
57038N-10-5
(CUSIP Number)
Crane Co., 100 First Stamford Place,
Stamford, CT 06902,
Attention: Paul R. Hundt, Secretary (203 363-7220)
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 11, 1994
(Date of Event which Requires Filing of this Statement)
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The Schedule 13D filed by Crane Co. on January 3, 1994 with
respect to Mark Controls Corporation is hereby amended as
follows:
Item 4. Purpose of Transaction
On February 11, 1994, Crane Co. entered into a confidentiality
agreement with the Issuer. Under the agreement, a copy of which
is attached as an exhibit and to which the following description
is subject, Crane may not (i) disclose confidential information
which the Issuer may furnish in connection with Crane's
evaluation of a possible transaction with the Issuer or (ii)
commence any tender offer for the Common Stock of the Issuer
earlier than 15 days after delivery of a signed copy of the
agreement to the Issuer. The agreement does not obligate Crane
to make any offer with respect to the Issuer, or either party to
enter into any transaction with the other. The fact that Crane
may receive confidential information concerning the Issuer
should not be taken as an indication that Crane will increase
the price of its proposal to acquire the Issuer.
Item 6. Contracts, Arrangements, Understandings, or
Relationships with Respect to Securities of the
Issuer.
See Item 4 above and Exhibit 3.
Item 7. Material to be Filed as Exhibits.
Exhibit 3 -
Confidentiality Agreement dated
February 10, 1994, executed by
Crane Co. February 11, 1994.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: February 14, 1994
/s/ Paul R. Hundt
Vice President
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MARK CONTROLS CORPORATION
5215 Old Orchard Road
Skokie, IL 60077
February 10, 1994
Crane Co.
100 First Stamford Place
4th Floor
Stamford, CT 06902
Attention: Mr. Robert S. Evans
Gentlemen:
In connection with your consideration of a possible transaction
with Mark Controls Corporation (the "Company"), you have
indicated you may request information concerning the Company.
You agree to treat any information concerning the Company
(whether prepared by the Company, its advisors or otherwise)
which is furnished to you by or on behalf of the Company (herein
collectively referred to as the "Evaluation Material") in such
connection in accordance with the provisions of this letter and
to take or abstain from taking certain other actions herein set
forth. The term "Evaluation Material" does not include
information which (i) is already in your possession, provided
that such information is not known by you to be subject to
another confidentiality agreement with, or any obligation of
secrecy to, the Company or another party, or (ii) becomes
generally available to the public other than as a result of a
disclosure by you or your directors, officers, employees, agents
or advisors or (iii) becomes available to you on a non-
confidential basis from a source other than the Company or its
advisors, provided that such source to your best knowledge is
not bound by a confidentiality agreement with, or any other
obligation of secrecy to, the Company or another party.
You hereby agree that the Evaluation Material will be used
solely for the purposes of evaluating a possible transaction
between the Company and you, and that such information will be
kept confidential by you and your advisors; provided, however,
that any disclosure of such information may be made (i) to your
directors, officers, employees and representatives of your
advisors and financing sources who need to know such information
for the purpose of evaluating any such possible transaction
between the Company and you (it being understood that such
directors, officers, employees and representatives shall be
informed by you of the confidential nature of such information
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and shall be directed by you to treat such information
confidentially), (ii) to which the Company consents in writing,
(iii) in connection with an all-cash tender officer in
accordance with Regulation 14D of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and the rules promulgated
thereunder, for all the outstanding shares of the Common Stock
of the Company at a price of not less than $13.00 per share
which you commence any time after 15 days from the date hereof
or in connection with any solicitation of proxies or consents
with respect to the Company's securities made by you or in which
you participate, (iv) in connection with the negotiated private
sale of Common Stock of the Company by you to a third party, who
prior to any such disclosure, enters into a written agreement
with the Company to be bound by the terms hereof, and (v) in
connection with the consummation of a tender offer for the
Common Stock of the Company or other change of control
transaction by an unaffiliated third party, the sale of Common
Stock of the Company by you to such party. You agree not to
commence any tender offer for the Company's common stock earlier
than 15 days after your delivery of a signed copy of this letter
to the Company. You agree that in connection with any purchase
or sale of the Company's securities in connection with which you
are permitted to disclose Evaluation material, you will make
such disclosures as shall be required by applicable law and that
you will not engage in any transaction for which disclosure of
the Evaluation Material is not permitted by this letter if doing
so in the absence of such disclosure would violate applicable
law.
You acknowledge that neither the Company nor any of its
representatives or advisors shall be deemed to have made any
representation or warranty as to the accuracy of completeness of
any Evaluation Material which may be supplied to you. You agree
that neither the Company nor its representatives or advisors
shall have any liability to you or any of your representatives
or advisors shall have any liability to you or any of your
representatives or advisors resulting from the use of the
Evaluation Material. The execution by the Company of this
Agreement does not constitute an acknowledgment by the Company
that $13 per share would be an adequate price for the
acquisition of its common stock.
In the event that you do not proceed with the transaction which
is the subject of this Agreement within six months from the date
hereof, you shall promptly redeliver to the Company all
Evaluation Material and will not retain any copies, extracts or
other reproductions in whole or in part of the Evaluation
Material including but not limited to any Evaluation Material
stored on any electronic or other media. All documents,
memoranda, notes and other writings whatsoever including but not
limited to any of the foregoing stored on any electronic or
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other media, prepared by you or your advisors containing
information in the Evaluation Material shall be destroyed and
such destruction shall be certified in writing to the Company by
an authorized officer supervising such destruction.
You and the Company agree that unless and until a definitive
agreement between the Company and you with respect to any
transaction referred to in the first paragraph of this letter
has been executed and delivered, neither the Company nor you
will be under any legal obligation of any kind whatsoever with
respect to such transaction by virtue of this or any written or
oral expression with respect to such a transaction by any of its
directors, officers, employees, agents or any other
representatives or its advisors or representatives thereof,
except, in the case of this Agreement, for the matters
specifically agreed to herein. The agreement set forth in this
paragraph may be modified or waived only by a separate writing
by the Company and you expressly so modifying or waiving such
Agreement.
You and the Company agree that money damages would not be a
sufficient remedy for any breach of this Agreement by either
party or either party's directors, officers, employees, agents
or representatives (including attorneys, accountants and
financial advisors) and that in addition to all other remedies
the non-breaching party shall be entitled to specific
performance and injunctive or other equitable relief as a remedy
for any such breach.
You and the Company agree that any legal proceeding arising out
of or relating to this Agreement, any transaction contemplated
hereby, the Company's response thereto or any related matter
(including without limitation any tender offer or claim under
Section 13 of the Exchange Act) shall be prosecuted in, and each
party hereby submits to the jurisdiction of, Delaware Chancery
Court (unless such proceeding involves any federal claims
(including without limitation any claims related to any tender
offer or Section 13 of the Exchange Act), in which case, at the
option of either party, such proceeding will be prosecuted in
the United States District Court for the District of Delaware).
Each party irrevocably waives, to the fullest extent permitted
by such applicable law any objection that it may now or
hereafter have to the laying of venue of any such proceeding
brought in such court and any claim that any such proceeding
brought in such court has been brought in an in convenient
forum.
For the purposes of this Agreement, the term "you" and "your"
shall include all your subsidiaries or affiliates and the term
the "Company" shall include its subsidiaries.
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This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware.
Very truly yours,
MARK CONTROLS CORPORATION
By: Tanner & Co., Inc.
on behalf of Mark
Controls Corporation
/s/ Dan Motulsky
By:
Dan T. Motulsky
Principal
Confirmed and Agreed to:
CRANE CO.
/s/ R. S. Evans
By:
CEO
Title:
2/11/94
Date:
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