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United States
Securities and Exchange Commission
Washington, DC. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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)
March 14, 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
Crane has delivered a letter to the Issuer offering to acquire
all of out outstanding Common Stock of the Issuer for $15.50 in
cash, net to the seller in a merger transaction. A copy of the
letter is attached hereto as Exhibit 4.
Item 7. Material to be Filed as Exhibits
4. Letter dated March 14, 1994
5. Copy of Press Release dated March 14, 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: March 14, 1994
/s/ Paul R. Hundt
Vice President
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Exhibit 1
March 14, 1994
via fax/mail 708-470-9774
Mr. William E. Bendix
President and Chief Executive Officer
Mark Controls Corporation
5202 Old Orchard Road
Skokie, IL 60077
Dear Bill:
Your letter of March 9, 1994, invites Crane Co. to submit a
proposal to acquire Mark Controls pursuant to the procedures
specified in that letter. Since entering into our February 10,
1994 Confidentiality Agreement, Crane Co. has been conducting a
due diligence review. However, we are neither required nor
willing to proceed in accordance with the procedures specified
in your March 9 letter.
Surprisingly, the proposed form of acquisition accompanying
your March 9 letter brought to our attention new developments,
not previously disclosed to us, which affect our evaluation.
Specifically, the draft agreement reveals that on March 8, 1994
your Board approved changes to existing severance agreements
with senior management as well as approving new severance and
"stay incentive" agreements with other members of management and
six staff employees. At that meeting, the Board also approved
changes in the Company's pension trust and its stock option
plans which affect the value of Mark Controls. Documentation
relating to these developments has only recently been made
available to us and is currently under scrutiny. We are
troubled by the timing of these changes and their disclosure to
us, their potential negative financial impact and the
constraints they place on our flexibility. The form of
acquisition agreement also contains requirements with respect to
maintenance of directors' and officers' liability insurance
substantially similar to that currently in force until December
31, 1999, without regard to increases in premium. Again, we
have only recently obtained information concerning the policy
currently in force and are in the process of determining the
financial impact of this requirement. Further, we are also
reviewing your recent disclosures regarding previously owned
facilities and the terms of certain acquisitions and divestitures
to determine the scope of potential liabilities which they reflect.
We may wish to inquire further regarding these developments and
reserve our right to question the action taken by the Board on
March 8.
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Despite these uncertainties, Crane Co. is currently
prepared to acquire Mark Controls Corporation in a merger
transaction at $15.50 per share in cash.
I look forward to hearing from you.
Sincerely yours,
R.S. Evans
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Exhibit 2
FOR IMMEDIATE RELEASE
CRANE CO. INCREASES ITS OFFER FOR MARK CONTROLS
TO $15.50 PER SHARE
STAMFORD, CONNECTICUT -- March 14, 1994 -- Crane Co.
(CR/NYSE) announced today that it has increased its offer to
acquire Mark Controls Corporation (MRCC/NASDAQ) from $13 per
share in cash to $15.50 per share in cash and has proposed to
enter into a merger transaction at that price.
Crane Co. stated that its proposal represents a premium of
more than 74% over the trading value of Mark Controls' stock
prior to the time Crane Co. filed its initial Schedule 13-D on
January 3, 1994 announcing its ownership of approximately 13.2%
of the outstanding shares of Mark Controls.
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.
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