United States
Securities and Exchange Commission
Washington, DC. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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)
January 17, 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:
4. Purpose of Transaction
On January 17, 1994, Crane Co. proposed to enter into a merger
agreement to acquire Mark Controls Corporation for $13 per share
in cash. Attached hereto as Exhibit 1 is a copy of the Letter
dated January 17, 1994 from R. S. Evans, Chairman, President &
Chief Executive Officer of Crane Co. to William E. Bendix,
President & Chief Executive Officer of Mark Controls Corporation
with respect to the proposal.
Item 7. Material to be Filed as Exhibits
Exhibit 1 - Letter from R. S. Evans, Chairman, President & Chief
Executive Officer of Crane Co. to William E. Bendix, President &
Chief Executive Officer of Mark Controls Corporation dated
January 17, 1994, with enclosed form of confidentiality
agreement.
Exhibit 2 - Crane Co. Press Release dated January 18, 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: January 18, 1994
/s/ Paul R. Hundt
Vice President
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Exhibit 1.
January 17, 1994
via FAX: 708 470-9774/
FEDERAL EXPRESS
Mr. William E. Bendix
President & Chief Executive Officer
Mark Controls Corporation
5202 Old Orchard Road
Skokie, Illinois 60077
Dear Bill:
Further to our telephone conversation earlier today, Crane
Co. is proposing to enter into a merger agreement to acquire
Mark Controls Corporation for $13 per share in cash. We believe
that our proposal is generous to Mark Controls' shareholders,
who would receive a premium of more than 45% above the market
value of their shares prior to January 3, 1994, the date on
which Crane filed its Schedule 13D with the Securities and
Exchange Commission. Our proposal represents an opportunity for
your shareholders to realize extraordinary value, by any
measure.
As I indicated to you in our telephone conversation, we
have arrived at our valuation of Mark Controls on the basis of
publicly available information. We would be prepared to
increase our proposed price if we conclude that such increase is
justified by Mark Controls' business plan and other non-public
information concerning the Company. In light of our merger
proposal, we hereby request that Crane and its advisors be
provided with access to such information. On the phone, you
indicated a willingness to meet with me next week. Access to
some of that information prior to our meeting would
substantially enhance our discussions. I am enclosing with this
letter a form of confidentiality agreement which would govern
our use of any non-public information provided to Crane or its
advisors. As you can appreciate, the agreement has been
prepared by our advisors to protect confidentiality without
limiting our flexibility to appeal directly to your
shareholders.
We appreciate that, in considering our merger proposal, the
obligation of your board of directors is to examine it from the
standpoint of the best interests of Mark Controls' shareholders.
We recognize as well, however, the additional responsibility
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that directors quite properly feel toward employees, management,
the community and customers being served. With this in mind,
may I make clear Crane's sincere interest in this regard. We
would expect that Mark Controls would be operated in such a way
as to maintain these relationships.
Our strong preference is to complete a friendly, negotiated
merger transaction. However, we are fully committed and
resolved to pursue an acquisition of Mark Controls, even if our
discussions do not prove fruitful. Should your board reject our
proposal or determine not to enter into negotiations with us, we
will feel obligated to pursue an acquisition of Mark Controls by
taking our merger proposal directly to your shareholders. As I
am sure you are aware, this would most certainly involve, among
other things, a proxy fight or consent solicitation to obtain
majority representation on Mark Controls' board of directors.
Such a proxy fight or consent solicitation would allow your
shareholders to make their own decision regarding their interest
in a transaction with Crane. In this regard, we are aware that
you may be considering adding two directors to your board. We
believe that to do this or to take any action which would affect
shareholder voting rights, without a vote of your shareholders
and in the face of our stated intention to commence a proxy
fight or consent solicitation, would be a breach of fiduciary
duty on the part of your board.
We believe that working together will be the
best means of completing a transaction that is in the best
interests of your shareholders, employees, customers, supplier
and the communities in which you serve. I look forward to
working with you.
Sincerely,
/s/ R.S. Evans
enclosure
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Enclosure to Exhibit 1.
Mark Controls Corporation
5202 Old Orchard Road
Skokie, Illinois 60077
January , 1994
Crane Co.
100 First Stamford Place
Stamford, CT 06902
Gentlemen:
In connection with your consideration of a possible
transaction with Mark Controls Corporation (the "Company"), you
have requested information concerning the Company. As a
condition to your being furnished such information, 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 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 is not known by you
to be 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 (i) any of such information may be
disclosed 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) any disclosure of such information may be
made to which the Company consents in writing, and (iii) any
disclosure of such information may be made to the extent that in
the opinion of your counsel such disclosure is required to be
made under Securities Exchange Act of 1934, as amended, and the
rules and regulations thereunder (the "Exchange Act"), in order
to permit any transaction by you involving securities of the
Company not otherwise prohibited by this Agreement or any
solicitation of proxies or consents from shareholders of the
Company which is undertaken by you.
You hereby agree that you will not, within one year
from the date hereof (unless otherwise agreed with the company)
directly or indirectly acquire shares of the Company except
pursuant to a cash tender offer for all such shares in
accordance with Regulation 14D of the Exchange Act or pursuant
to privately negotiated transactions.
Although the Company has endeavored to include in the
Evaluation Material information known to which it believes to be
relevant for the purposes of your investigation, you understand
that neither the Company nor any of its representatives or
advisors have made or make any representation or warranty as to
the accuracy or completeness of the Evaluation Material. You
agree that neither the Company nor its representatives or
advisors shall have any liability to you or any of your
representatives or advisors resulting form the use of the
Evaluation Material.
In the event that you do not proceed with the
transaction which is the subject of this Agreement within a
reasonable time, you shall promptly redeliver to the Company all
written Evaluation Material and any other written material
containing or reflecting any information in the Evaluation
Material (whether prepared by the Company, its advisors or
otherwise) and will not retain any copies, extracts or other
reproductions in whole or in part of such written material. All
documents, memoranda, notes and other writings whatsoever
prepared by you or your advisors based on the 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.
Anything in this Agreement to the contrary
notwithstanding, nothing in this Agreement shall prohibit any
conduct on your part which would be permitted to be engaged in
by any other person or entity to whom the Company has provided
access to some or all of the Evaluation Material pursuant to a
confidentiality agreement.
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You 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
modify or waiving such agreement.
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:
Confirmed and Agreed to:
CRANE CO.
By:
Date:
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Exhibit 2.
CRANE CO. PROPOSES MARK CONTROLS ACQUISITION
STAMFORD, CONNECTICUT -- January 18, 1994 -- Crane Co.
(CR/NYSE) announced today that it has proposed to enter into a
merger agreement to acquire Mark Controls Corporation
(MRCC/NASDAQ) for $13 per share in cash. Crane Co. stated that
its proposal represents a generous premium of more than 45%
over the trading value of Mark Control's stock prior to the
time Crane Co. filed its Schedule 13D on January 3. Crane Co.
currently owns approximately 13.2% of the outstanding shares of
Mark Controls.
Crane Co. said that it may be willing to increase its price if
such an increase were justified by Mark Control's business plan
and other non-public information. Crane Co. therefore
requested that it be provided access to confidential
information concerning Mark Controls. Crane Co. said that Mark
Controls had indicated a willingness to meet with Crane's
representatives next week.
Crane Co. is a diversified manufacturer of engineered
industrial products, serving niche markets in aerospace, fluid
handling, automatic merchandising and the construction
industry. Crane's wholesale distribution business serves the
building products markets and industrial customers.
# # # #
CONTACT: D. Kelley, Crane Co., Stamford
203/363-7239
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