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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
SCHEDULE 14D-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. 6)
--------------------------
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
--------------------------
CALCULATION OF FILING FEE
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TRANSACTION VALUE * AMOUNT OF FILING FEE **
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$85,302,750 $17,060.55
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<FN>
* Pursuant to, and as provided by, Rule 0-11(d), this amount is based upon the
purchase, at $19.50 per share, net to the seller in cash, of 4,374,500 shares
of Common Stock of Mark Controls Corporation, which is equal to (i) the
number of Shares (5,038,310) outstanding as reported in the Annual Report on
Form 10-K of Mark Controls Corporation for the year ended December 31, 1993
minus (ii) the number of Shares (663,810) beneficially owned by Crane on the
date hereof.
** 1/50 of 1% of Transaction Valuation
</TABLE>
/ / Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: Filing Party:
Form or Registration No.: Date Filed:
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CUSIP NO. 57038N-10-5
14D-1
1) Name of Reporting Persons S.S. or I.R.S. Identification No. of
Above Persons __Crane Co. I.R.S. No. 13-1952290____________________________
2) Check the Appropriate box if a Member of a Group (See Instructions)
/ / (a) ___________________________________________________________________
/ / (b) ___________________________________________________________________
3) SEC Use Only ______________________________________________________________
4) Source of Funds (See Instructions) __BK____________________________________
5) /X/ Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
6) Citizenship or Place of Organization __Delaware____________________________
7) Aggregate Amount Beneficially Owned by Each Reporting Person __663,810
Common Shares_
8) / / Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
(See Instructions)
9) % of Class Represented by Amount in Row (7) __13.2%________________________
10) Type of Reporting Person (See Instructions) __CO___________________________
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CUSIP NO. 57038N-10-5
14D-1
1) Name of Reporting Persons S.S. or I.R.S. Identification No. of
Above Persons __Crane Acquisition Corp.____________________________________
2) Check the Appropriate Box if a Member of a Group (See Instructions)
/ / (a) ___________________________________________________________________
/ / (b) ___________________________________________________________________
3) SEC Use Only ______________________________________________________________
4) Source of Funds (See Instructions) __AF____________________________________
5) / / Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
6) Citizenship or Place of Organization __Delaware____________________________
7) Aggregate Amount Beneficially Owned by Each Reporting Person __0 Common
Shares_____________________________________________________________________
8) / / Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
(See Instructions)
9) % of Class Represented by Amount in Row (7) __0%___________________________
10) Type of Reporting Person (See Instructions) __CO___________________________
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This 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. 6 to the Statement on Schedule
13D, dated January 3, 1994, filed by Crane, relating to its beneficial ownership
of Shares.
ITEM 1. SECURITY AND SUBJECT COMPANY.
(a) The name of the subject company is Mark Controls Corporation, a Delaware
corporation, and the address of its principal executive offices is 5215 Old
Orchard Road, Skokie, Illinois 60077.
(b) The exact title of the class of equity securities being sought in the
Offer is Common Stock, $.01 par value per share, of the Company and the
associated Series A Stock Purchase Rights. The information set forth in the
Introduction to the Offer to Purchase is incorporated herein by reference.
(c) The information set forth in Section 6 ("Price Range of the Shares;
Dividends") of the Offer to Purchase is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d), (g) This Statement is filed by the Purchaser and Crane. The
information set forth in the Introduction and Section 9 ("Certain Information
Concerning the Purchaser and Crane") of, and Schedule I to, the Offer to
Purchase is incorporated herein by reference.
(e)-(f) Neither the Purchaser nor Crane nor, to their knowledge, any of the
persons listed in Schedule I to the Offer to Purchase, has during the last five
years (i) been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) except: On March 28, 1991, Crane pleaded nolo
contendere, in the United States District Court for the Middle District of
Georgia, Macon Division, to a one count information to the effect that one of
its divisions, since dissolved, having knowledge of the actual commission of a
felony, to wit, that a purchasing agent of a customer was attempting, in
violation of 26 USC Section 7201, to evade taxes on certain monies which he had
caused employees of the division to pay him to ensure that his employer would
continue to buy products from that division, had concealed and had not as soon
as possible made known same to some judge or other person in civil authority
under the United States, all in violation of 18 USC Section 4, and was fined
$100,000, or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting activities subject to, federal or state securities
laws or finding any violation of such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
(a) The information set forth in Section 9 ("Certain Information Concerning
the Purchaser and Crane") of the Offer to Purchase is incorporated herein by
reference.
(b) The information set forth in the Introduction, Section 10 ("Background
of the Offer; Contacts with the Company") of the Offer to Purchase is
incorporated herein by reference. Except as set forth therein, since January 1,
1991 there have been no contacts, negotiations or transactions required to be
set forth in this item.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(b) The information set forth in Section 12 ("Source and Amount of
Funds") of the Offer to Purchase is incorporated herein by reference.
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(c) By letter dated March 30, 1994, to the Secretary of the Securities and
Exchange Commission, Crane and the Purchaser requested that the names of the
banks which make available the uncommitted lines of credit and the names of the
banks which have made available the loan commitments for the revolving credit
facility, each as described in Item 4(a)-(b) above not be made available to the
public.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
(a)-(e) The information set forth in the Introduction, Section 9 ("Certain
Information Concerning the Purchaser and Crane"), Section 10 ("Background of the
Offer; Contacts with the Company"), Section 11 ("Purpose of the Offer; Plans for
the Company") and Section 12 ("Source and Amount of Funds") of the Offer to
Purchase are incorporated herein by reference. Except as set forth therein,
there are no plans or proposals required to be set forth in this item.
(f)-(g) The information set forth in Section 7 ("Effect of the Offer on the
Market for the Shares; NASDAQ Quotation; Exchange Act Registration; Margin
Regulations") of the Offer to Purchase is incorporated herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a)-(b) The information set forth in the Introduction, Section 9 ("Certain
Information Concerning the Purchaser and Crane"), Section 10 ("Background of the
Offer; Contacts with the Company") and Section 11 ("Purpose of the Offer; Plans
for the Company") of the Offer to Purchase is incorporated herein by reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.
The information in the Introduction, Section 9 ("Certain Information
Concerning the Purchaser and Crane"), Section 11 ("Purpose of the Offer; Plans
for the Company") and Section 16 ("Certain Fees and Expenses") of the Offer to
Purchase is incorporated herein by reference.
ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth in the Introduction, Section 12 ("Source and
Amount of Funds") and Section 16 ("Certain Fees and Expenses") of the Offer to
Purchase is incorporated herein by reference.
ITEM 9. FINANCIAL STATEMENTS OF BIDDERS.
The information in Section 9 ("Certain Information Concerning the Purchaser
and Crane") of the Offer to Purchase is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
(a) None.
(b)-(c) The information set forth in Section 15 ("Certain Legal Matters;
Required Regulatory Approvals") of the Offer to Purchase is incorporated herein
by reference.
(d) The information set forth in the Introduction, Section 6 ("Price Range
of the Shares; Dividends"), Section 7 ("Effect of the Offer on the Market for
the Shares; NASDAQ Quotation; Exchange Act Registration; Margin Regulations"),
Section 12 ("Source and Amount of Funds") and Section 15 ("Certain Legal
Matters; Required Regulatory Approvals") of the Offer to Purchase is
incorporated herein by reference.
(e) The information set forth in Section 15 ("Certain Legal Matters;
Required Regulatory Approvals") of the Offer to Purchase is incorporated herein
by reference.
(f) The information set forth in the Offer to Purchase and the Letter of
Transmittal, copies of which are attached hereto as Exhibits 99.1 and 99.2,
respectively, is incorporated herein by reference.
5
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
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(a) 99.1 -- Offer to Purchase, dated March 30, 1994.
99.2 -- Letter of Transmittal.
99.3 -- Notice of Guaranteed Delivery.
99.4 -- Letter from the Information Agent to Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
99.5 -- Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
99.6 -- Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
99.7 -- Text of Press Release issued by Crane, dated March 30, 1994.
99.8 -- Summary Advertisement as published in THE NEW YORK TIMES on
March 30, 1994.
99.9 -- Notices of Withdrawal.
</TABLE>
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(b) -- Commitment letters with respect to the $100 million
aggregate principal amount three year revolving credit
facility to be filed by Amendment No. 1. See Item 4(c).
(c) -- Not applicable.
(d) -- Not applicable.
(e) -- Not applicable.
(f) -- Not applicable.
</TABLE>
6
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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 30, 1994
CRANE CO.
By: /s/ Paul R. Hundt
------------------------------------
Name: Paul R. Hundt
Title: Vice President
Dated: March 30, 1994
7
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EXHIBIT INDEX
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PAGE
EXHIBIT NO.
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<S> <C> <C>
99.1 Offer to Purchase, dated March 30, 1994
99.2 Letter of Transmittal
99.3 Notice of Guaranteed Delivery
99.4 Letter from the Information Agent to Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees
99.5 Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees
99.6 Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9
99.7 Text of Press Release issued by Crane, dated March 30, 1994
99.8 Summary Advertisement as published in THE NEW YORK TIMES on
March 30, 1994
99.9 Notices of Withdrawal
</TABLE>
8
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OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED SERIES A STOCK PURCHASE RIGHTS)
OF
MARK CONTROLS CORPORATION
AT
$19.50 NET PER SHARE
BY
CRANE ACQUISITION CORP.,
A WHOLLY OWNED SUBSIDIARY OF
CRANE CO.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON APRIL 26, 1994, UNLESS THE OFFER IS EXTENDED.
------------------------
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE THAT NUMBER OF SHARES
WHICH, TOGETHER WITH THE SHARES BENEFICIALLY OWNED BY THE PURCHASER AND ITS
AFFILIATES, REPRESENTS AT LEAST A MAJORITY OF THE SHARES OUTSTANDING ON A FULLY
DILUTED BASIS ON THE DATE OF PURCHASE. CRANE NOW OWNS APPROXIMATELY 13.2% OF THE
OUTSTANDING SHARES OF THE COMPANY. SEE SECTIONS 14 AND 15.
------------------------
IMPORTANT
Any stockholder desiring to tender Shares should either (a) complete and
sign the Letter of Transmittal (or a facsimile thereof) in accordance with the
instructions in the Letter of Transmittal and mail or deliver it together with
the certificate(s) representing tendered Shares and any other required documents
to the Depositary or tender such Shares pursuant to the procedure for book-entry
transfer set forth in Section 3 or (b) request his or her broker, dealer,
commercial bank, trust company or other nominee to effect the transaction for
him or her. A stockholder whose Shares are registered in the name of a broker,
dealer, commercial bank, trust company or other nominee must contact such
broker, dealer, commercial bank, trust company or other nominee if he or she
desires to tender such Shares.
A stockholder who desires to tender his or her Shares and whose certificates
representing such Shares are not immediately available or who cannot comply with
the procedures for book-entry transfer on a timely basis may tender such Shares
by following the procedures for guaranteed delivery set forth in Section 3.
Questions and requests for assistance may be directed to the Information
Agent at its address and telephone number set forth on the back cover of this
Offer to Purchase. Additional copies of this Offer to Purchase, the Letter of
Transmittal, the Notice of Guaranteed Delivery and other related materials may
be obtained from the Information Agent or from brokers, dealers, commercial
banks and trust companies.
------------------------
The Information Agent for the Offer is:
Beacon Hill Partners, Inc.
------------------------
March 30, 1994
<PAGE>
TABLE OF CONTENTS
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Page
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INTRODUCTION.................................................................................................... 3
1. Terms of the Offer................................................................................... 5
2. Acceptance for Payment and Payment................................................................... 7
3. Procedures for Accepting the Offer and Tendering Shares.............................................. 8
4. Withdrawal Rights.................................................................................... 11
5. Certain Tax Consequences............................................................................. 12
6. Price Range of the Shares; Dividends................................................................. 12
7. Effect of the Offer on the Market for the Shares; NASDAQ Quotation; Exchange Act Registration; Margin
Regulations......................................................................................... 14
8. Certain Information Concerning the Company........................................................... 15
9. Certain Information Concerning the Purchaser and Crane............................................... 17
10. Background of the Offer; Contacts with the Company................................................... 19
11. Purpose of the Offer; Plans for the Company; Other Matters Relating to the Offer and the Proposed
Merger.............................................................................................. 24
12. Source and Amount of Funds........................................................................... 31
13. Dividends and Distributions.......................................................................... 31
14. Certain Conditions of the Offer...................................................................... 32
15. Certain Legal Matters; Required Regulatory Approvals................................................. 36
16. Certain Fees and Expenses............................................................................ 38
17. Miscellaneous........................................................................................ 38
Schedule I -- Directors and Executive Officers of Crane and Purchaser
</TABLE>
2
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TO: ALL HOLDERS OF COMMON STOCK OF
MARK CONTROLS CORPORATION:
INTRODUCTION
THE OFFER
Crane Acquisition Corp., a Delaware corporation (the "Purchaser") and a
wholly owned subsidiary of Crane Co., a Delaware corporation ("Crane"), hereby
offers to purchase all outstanding shares of Common Stock, par value $.01 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") issued pursuant to the Rights
Agreement dated as of August 7, 1989, between the Company and Continental Bank,
N.A. as Rights Agent (the "Rights Agreement"), at a price of $19.50 per Share,
net to the seller in cash without interest thereon (the "Offer Price"), upon the
terms and subject to the conditions set forth in this Offer to Purchase and in
the related Letter of Transmittal (which together constitute the "Offer").
Tendering stockholders will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, stock transfer taxes on the purchase of Shares pursuant to the
Offer. The Purchaser will pay all charges and expenses of The Bank of New York,
as Depositary (the "Depositary"), and Beacon Hill Partners, Inc., as Information
Agent (the "Information Agent"), incurred in connection with the Offer. See
Section 16.
The purpose of the Offer is for Crane, through the Purchaser, to acquire the
entire equity interest in the Company. Crane already owns approximately 13.2% of
the outstanding Shares. Crane currently intends, as soon as practicable
following consummation of the Offer, to propose and seek to have the Company, if
it is then legally and contractually permitted to do so, consummate a merger or
similar business combination with the Purchaser or another direct or indirect
wholly owned subsidiary of Crane (the "Proposed Merger"), pursuant to which each
then outstanding Share (other than Shares owned by the Purchaser, Crane or any
of their affiliates, Shares held in the treasury of the Company, and Shares
owned by stockholders who perfect any available appraisal rights under the
Delaware General Corporation Law (the "Delaware Law")) would be converted into
the right to receive an amount in cash equal to the price per Share paid
pursuant to the Offer. See Section 11.
THE OFFER IS SUBJECT TO THE FULFILLMENT OF CONDITIONS DESCRIBED UNDER
"CONDITIONS TO THE OFFER" BELOW AND IN SECTION 14.
The Offer will expire at 12:00 Midnight, New York City time, on Tuesday,
April 26, 1994, unless extended.
Unless certificates with respect to the Rights ("Rights Certificates") are
issued, a tender of Shares pursuant to the Offer will constitute a tender of the
associated Rights, evidenced by the certificates for such Shares.
The Offer does not constitute a solicitation of proxies for any meeting of
the Company's stockholders. Any such solicitation which the Purchaser or Crane
might make would be made only pursuant to separate proxy materials complying
with the requirements of Section 14(a) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act").
SUMMARY BACKGROUND OF THE OFFER
During the Spring of 1993, Crane purchased an aggregate of approximately
4.3% of the then outstanding Shares, and on December 23, 1993, Crane purchased
in a single transaction sufficient Shares to increase its holdings to
approximately 13.2% of the outstanding Shares. On January 3, 1994, Crane
announced that it had acquired approximately 13.2% of the Shares and that it
intended to purchase additional Shares and possibly formulate a plan to acquire
control of the Company. On January 17, 1994, the Chairman of Crane met with the
President and Chief Executive Officer of the Company and proposed that Crane
acquire the Company by means of a merger in which each Share
3
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would be exchanged for $13 in cash. Crane made clear that it would be prepared
to increase the proposed price per Share if an increase was justified by a
review of non-public information concerning the Company. On January 26
representatives of Crane and the Company met and discussed publicly available
information about the Company. The Company issued a press release on January 31
to the effect that several companies including Crane had expressed an interest
in acquiring all or part of the Company. The press release announced that the
Company had hired an investment banking firm to assist in exploring how to best
pursue maximizing stockholder value in light of the interest that had been
expressed in the Company. On February 11 Crane entered into a confidentiality
agreement with the Company and was provided access to non-public information
about the Company. Crane and its advisers engaged in a due diligence review of
the Company. On March 9 the Company invited a "small group of final bidders",
including Crane, to submit prior to 5:00 p.m. on March 14 a "best and final
proposal" to acquire the Company. Crane did not submit a proposal in accordance
with the Company's invitation. Instead, on March 14 Crane publicly announced
that it was prepared to increase from $13 to $15.50 the cash price per Share to
be paid by Crane to acquire the Company in a merger transaction. On March 16 the
Company announced that it had reached agreement (the "Danaher Agreement") with
Danaher Corporation ("Danaher") for the sale of the Company to Danaher in a
merger transaction at a price of $17.75 per Share in cash. On March 19 Tyco
International Ltd. ("Tyco") informed the Company by letter that it was prepared
to pay $19 per Share in cash for all outstanding Shares in a merger transaction
and it would enter into definitive agreements similar to the Danaher Agreement.
On March 22 Danaher commenced a tender offer for the Shares (the "Danaher Tender
Offer") at a price of $17.75 per Share in accordance with the Danaher Agreement.
On March 24, 1994, Tyco commenced a tender offer for the Shares (the "Tyco
Tender Offer") at a price of $19 per Share. On March 30 the Purchaser commenced
its Offer at a price of $19.50 per Share.
The foregoing summary is not complete and is qualified by the full
discussion of the background of the Offer in Section 10.
CONDITIONS TO THE OFFER
The Offer is subject to the fulfillment of the conditions described in
Section 14, including the following:
MINIMUM NUMBER OF SHARES CONDITION. CONSUMMATION OF THE OFFER IS
CONDITIONED UPON THERE BEING VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE
EXPIRATION DATE (AS DEFINED IN SECTION 1) THAT NUMBER OF SHARES WHICH, TOGETHER
WITH THE SHARES BENEFICIALLY OWNED BY THE PURCHASER OR ITS AFFILIATES,
REPRESENTS AT LEAST A MAJORITY (THE "MINIMUM NUMBER OF SHARES") OF THE SHARES
OUTSTANDING ON A FULLY DILUTED BASIS ON THE DATE OF PURCHASE (THE "MINIMUM
NUMBER OF SHARES CONDITION").
According to information furnished by the Company to Danaher, as of February
28, 1994, there were 5,038,310 Shares outstanding and there were not more than
298,130 Shares subject to issuance pursuant to stock options under the Company's
stock option plans. For purposes of the Offer, "fully diluted basis" assumes
there is no dilution on account of the Rights and assumes that all the
outstanding stock options have been exercised. Crane beneficially owns 663,810
Shares on the date hereof, which represents approximately 12.5% of the Shares
outstanding on a fully diluted basis and 13.2% of the Shares on a primary basis.
Based on the foregoing and assuming no additional Shares or options have been or
will be issued after February 28, 1994 (other than Shares issued upon the
exercise of options referred to above), the Minimum Number of Shares Condition
would be satisfied if at least 2,004,411 Shares are validly tendered pursuant to
the Offer and not withdrawn.
213,300 of the Shares owned by Crane were acquired by Crane during the
Spring of 1993. On December 23, 1993, Crane purchased 450,510 Shares in a single
open market transaction at $8.63 per share. Crane has filed with the Commission
a Schedule 13D and amendments thereto containing detailed information with
respect to its ownership of Shares. Copies of such Schedule 13D and amendments
thereto should be available for inspection at the Commission in the manner set
forth in Section 8 with respect to information concerning the Company, except
that they will not be available at the regional offices of the Commission.
4
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RIGHTS CONDITION AND SECTION 203 CONDITION. CONSUMMATION OF THE OFFER IS
ALSO CONDITIONED UPON (A) THE RIGHTS HAVING BEEN REDEEMED BY THE BOARD OF
DIRECTORS OF THE COMPANY OR THE PURCHASER BEING SATISFIED, IN ITS SOLE
DISCRETION, THAT THE RIGHTS HAVE BEEN INVALIDATED OR ARE OTHERWISE INAPPLICABLE
TO THE OFFER AND THE PROPOSED MERGER (THE "RIGHTS CONDITION") AND (B) THE
PURCHASER HAVING BEEN SATISFIED, IN ITS SOLE DISCRETION, THAT SECTION 203 OF THE
DELAWARE LAW IS INAPPLICABLE TO THE PURCHASER IN CONNECTION WITH THE OFFER AND
THE PROPOSED MERGER (THE "SECTION 203 CONDITION").
The Rights and Section 203 of the Delaware Law are summarized in Section 11.
The Purchaser believes that the Rights Condition and the Section 203 Condition
will be satisfied. By letter dated March 22, 1994, the Company informed Tyco
that its Board of Directors had on that date "resolved that if Tyco initiates an
all-cash all-Shares tender offer at $19 per Share or higher on or before April
4, 1994, then (i) that tender offer and any merger which shall follow within six
months after conclusion of the Offer providing remaining stockholders with at
least the same consideration per share as the consideration paid in the tender
offer will be deemed to have been approved by the Board today to the extent
necessary so that the provisions of Section 203 of the Delaware General
Corporation Law will not apply to that merger and (ii) neither that tender offer
nor such merger will cause Mark Controls' outstanding stock purchase rights to
become exercisable." Tyco did commence a tender offer complying with such
parameters on March 24, 1994. Purchaser's Offer also complies with those
parameters, and Purchaser believes that the Company must accord to Purchaser
essentially the same treatment as that accorded Tyco with respect to the Rights
and application of Section 203. In addition, Purchaser believes that Section 203
is inapplicable to Purchaser in connection with the Offer and the Proposed
Merger because of the Company's approval of the Danaher Agreement.
Certain other conditions to the Offer are described in Section 14. The
Purchaser expressly reserves the right to waive any one or more of the
conditions to the Offer. See Sections 14 and 15.
THIS OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER.
THE TENDER OFFER
1. TERMS OF THE OFFER. Upon the terms and subject to the conditions of the
Offer (including, if the Offer is extended or amended, the terms and conditions
of any such extension or amendment), the Purchaser will accept for payment and
thereby purchase all Shares validly tendered and not withdrawn in accordance
with the procedures set forth in Section 4 on or prior to the Expiration Date
(as hereinafter defined). The term "Expiration Date" means 12:00 Midnight, New
York City time, on April 26, 1994, unless and until the Purchaser, in its sole
discretion, shall have extended the period of time for which the Offer is open,
in which event the term "Expiration Date" shall mean the latest time and date at
which the Offer, as so extended by the Purchaser, shall expire.
The Purchaser expressly reserves the right, in its sole discretion, at any
time and from time to time, to extend the period during which the Offer is open
for any reason, including the occurrence of any of the conditions specified in
Section 14, by giving oral or written notice of such extension to the
Depositary. During any such extension, all Shares previously tendered and not
withdrawn will remain subject to the Offer and subject to the right of a
tendering stockholder to withdraw such stockholder's Shares. See Section 4.
Subject to the applicable regulations of the Commission, the Purchaser also
expressly reserves the right, in its sole discretion, at any time or from time
to time, to (i) delay acceptance for payment of or, regardless of whether such
Shares were theretofore accepted for payment, payment for any Shares pending
receipt of any regulatory or governmental approvals specified in Section 15,
(ii) terminate the Offer (whether or not any Shares have theretofore been
accepted for payment) and not accept for payment any Shares if any of the
conditions referred to in Section 14 has not been satisfied or upon the
occurrence of any of the conditions specified in Section 14 and (iii) waive any
condition or otherwise
5
<PAGE>
amend the Offer in any respect, in each case, by giving oral or written notice
of such delay, termination, waiver or amendment to the Depositary and by making
a public announcement thereof. The Purchaser acknowledges (i) that Rule 14e-1(c)
under the Exchange Act requires the Purchaser to pay the consideration offered
or return the Shares tendered promptly after the termination or withdrawal of
the Offer and (ii) that the Purchaser may not delay acceptance for payment of,
or payment for (except as provided in clause (i) of the preceding sentence), any
Shares upon the occurrence of any of the conditions specified in Section 14
without extending the period of time during which the Offer is open.
Any such extension, delay, termination, waiver or amendment will be followed
as promptly as practicable by public announcement thereof, and such announcement
in the case of an extension will be made no later than 9:00 A.M., New York City
time, on the next business day after the previously scheduled Expiration Date.
Without limiting the manner in which the Purchaser may choose to make any public
announcement, subject to applicable law (including Rules 14d-4(c) and 14d-6(d)
under the Exchange Act, which require that material changes be promptly
disseminated to holders of Shares), the Purchaser shall have no obligation to
publish, advertise or otherwise communicate any such public announcement other
than by issuing a release to the Dow Jones News Service.
If the Purchaser makes a material change in the terms of the Offer, or if it
waives a material condition of the Offer, the Purchaser will extend the Offer to
the extent required by Rules 14d-4(c) and 14d-6(d) under the Exchange Act. The
minimum period during which an offer must remain open following material changes
in the terms of the offer, other than a change in price or a change in
percentage of securities sought or a change in any dealer's soliciting fee, will
depend upon the facts and circumstances, including the materiality of the
changes. With respect to a change in price or a change in percentage of
securities sought or a change in any dealer's soliciting fee, a minimum ten
business day period from the date of such change is generally required to allow
for adequate dissemination to stockholders. Accordingly, if prior to the
Expiration Date, the Purchaser should decrease the number of Shares being
sought, or increase or decrease the consideration offered pursuant to the Offer,
and if the Offer is scheduled to expire at any time earlier than the period
ending on the tenth business day from and including the date that notice of such
increase or decrease is first published, sent or given to holders of Shares, the
Offer will be extended at least until the expiration of such ten business day
period. For purposes of the Offer, a "business day" means any day other than a
Saturday, Sunday or a federal holiday and consists of the time period from 12:01
A.M. through 12:00 Midnight, New York City time.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THE SATISFACTION OF THE
MINIMUM NUMBER OF SHARES CONDITION. SEE SECTION 14. The Purchaser reserves the
right (but shall not be obligated), in accordance with applicable rules and
regulations of the Commission, to waive or reduce the Minimum Number of Shares
Condition and to accept for payment pursuant to the Offer less than the Minimum
Number of Shares. The Purchaser has no present intention of exercising such
right. The Commission has stated that in its view an offer must remain open for
a minimum period of time following a material change in the terms of the offer
and that the waiver of a condition such as the Minimum Number of Shares
Condition is a material change in the terms of an offer. In the Commission's
view, an offer should remain open for a minimum of five business days from the
date the material change is first published, sent or given to holders of Shares,
and that if material changes are made with respect to information that
approaches the significance of price and share levels, a minimum of ten business
days may be required to allow for adequate dissemination and investor response.
If, by the Expiration Date, the Minimum Number of Shares Condition has not been
satisfied, the Purchaser may, in its sole discretion, elect to (i) extend the
Offer and, subject to applicable withdrawal rights, retain all tendered Shares
until the expiration of the Offer, as extended, subject to the terms of the
Offer, (ii) subject to complying with applicable rules and regulations of the
Commission, accept for payment all Shares so tendered and not extend the Offer
or (iii) terminate the Offer and not accept for payment any shares and return
all tendered Shares to tendering stockholders.
6
<PAGE>
A request is being made to the Company pursuant to Rule 14d-5 of the
Exchange Act for the use of the Company's stockholder list and security position
listings for the purpose of disseminating the Offer to holders of Shares. Upon
compliance by the Company with such request or the election by the Company to
disseminate the Offer in lieu of complying with such request, this Offer to
Purchase and the related Letter of Transmittal and, if required, other relevant
materials will be mailed to record holders of Shares and will be furnished to
brokers, dealers, commercial banks, trust companies and similar persons whose
names, or the names of whose nominees, appear on the stockholder list or, if
applicable, who are listed as participants in a clearing agency's security
position listing, for subsequent transmittal to beneficial owners of Shares.
2. ACCEPTANCE FOR PAYMENT AND PAYMENT. Upon the terms and subject to the
conditions of the Offer (including, if the Offer is extended or amended, the
terms and conditions of the Offer as so extended or amended), the Purchaser will
purchase, by accepting for payment, and will pay for all Shares validly tendered
and not withdrawn (as permitted by Section 4) prior to the Expiration Date
promptly after the later to occur of (i) the Expiration Date and (ii) the
satisfaction or waiver of the conditions to the Offer set forth in Section 14.
In addition, subject to applicable rules of the Commission, the Purchaser
expressly reserves the right to delay acceptance for payment of, or payment for,
Shares pending receipt of any regulatory or governmental approvals specified in
Section 15. Any determination concerning the satisfaction of such terms and
conditions shall be within the sole discretion of the Purchaser. See Section 14.
For information with respect to approvals required prior to the consummation of
the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the "HSR Act"), and certain other regulatory approvals, see Section 15.
In all cases, payment for Shares purchased pursuant to the Offer will be
made only after timely receipt by the Depositary of (i) Share Certificates for
such Shares or timely confirmation of the book-entry transfer (a "Book-Entry
Confirmation") of such Shares into the Depositary's account at the Depository
Trust Company, the Midwest Securities Trust Company or the Philadelphia
Depository Trust Company (collectively, the "Book-Entry Transfer Facilities"),
pursuant to the procedures set forth in Section 3, (ii) the Letter of
Transmittal (or a facsimile thereof) properly completed and duly executed, with
any required signature guarantees, or an Agent's Message (as defined below) in
connection with a book-entry transfer, and (iii) any other documents required by
the Letter of Transmittal.
The term "Agent's Message" means a message, transmitted by a Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of a
Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has
received an express acknowledgment from the participant in such Book-Entry
Transfer Facility tendering the Shares which are the subject of such Book-Entry
Confirmation, that such participant has received and agrees to be bound by the
terms of the Letter of Transmittal and that the Purchaser may enforce such
agreement against such participant.
For purposes of the Offer, the Purchaser will be deemed to have accepted for
payment, and thereby purchased, Shares validly tendered and not withdrawn as, if
and when the Purchaser gives oral or written notice to the Depositary of the
Purchaser's acceptance of such Shares for payment pursuant to the Offer. In all
cases, upon the terms and subject to the conditions of the Offer, payment for
Shares purchased pursuant to the Offer will be made by deposit of the purchase
price therefor with the Depositary, which will act as agent for tendering
stockholders for the purpose of receiving payment from the Purchaser and
transmitting payment to validly tendering stockholders. UNDER NO CIRCUMSTANCES
WILL INTEREST ON THE PURCHASE PRICE FOR SHARES BE PAID BY THE PURCHASER BY
REASON OF ANY DELAY IN MAKING SUCH PAYMENT. Upon the deposit of funds with the
Depositary for the purpose of making payments to validly tendering stockholders,
the Purchaser's obligation to make such payment shall be satisfied and such
tendering stockholders must thereafter look solely to the Depositary for payment
of the amounts owed to them by reason of the acceptance for payment of Shares
pursuant to the Offer. The Purchaser will pay any stock transfer taxes incident
to the transfer of validly tendered Shares, except as otherwise provided in
Instruction 6 of the Letter of Transmittal, as well as any charges and expenses
of the Depositary and the Information Agent.
7
<PAGE>
If any tendered Shares are not purchased pursuant to the Offer for any
reason, or if Share Certificates are submitted representing more Shares than are
tendered, Share Certificates representing unpurchased or untendered Shares will
be returned, without expense to the tendering stockholder (or, in the case of
Shares delivered by book-entry transfer into the Depositary's account at a Book-
Entry Transfer Facility pursuant to the procedures set forth in Section 3, such
Shares will be credited to an account maintained within such Book-Entry Transfer
Facility), as promptly as practicable following the expiration, termination or
withdrawal of the Offer.
If, prior to the Expiration Date, the Purchaser shall increase the
consideration offered to holders of Shares pursuant to the Offer, such increased
consideration shall be paid to all holders of Shares that are purchased pursuant
to the Offer, whether or not such Shares were tendered prior to such increase in
consideration.
The Purchaser reserves the right to transfer or assign, in whole or from
time to time in part, to one or more of Crane's subsidiaries or affiliates the
right to purchase Shares tendered pursuant to the Offer, but any such transfer
or assignment will not relieve the Purchaser of its obligations under the Offer
or prejudice the rights of tendering stockholders to receive payment for Shares
validly tendered and accepted for payment pursuant to the Offer.
3. PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES.
VALID TENDER OF SHARES
Except as set forth below, in order for Shares to be validly tendered
pursuant to the Offer, the Letter of Transmittal (or a facsimile thereof),
properly completed and duly executed, together with any required signature
guarantees, or an Agent's Message in connection with a book-entry delivery of
Shares, and any other documents required by the Letter of Transmittal, must be
received by the Depositary at one of its addresses set forth on the back cover
of this Offer to Purchase on or prior to the Expiration Date. In addition,
either (i) Share Certificates representing tendered Shares must be received by
the Depositary along with the Letter of Transmittal, or (ii) Shares must be
tendered pursuant to the procedure for book-entry transfer set forth below and a
Book-Entry Confirmation must be received by the Depositary, in each case on or
prior to the Expiration Date, or (iii) the tendering stockholder must comply
with the guaranteed delivery procedures set forth below.
To be assured of participation in the Offer, stockholders who have tendered
Shares pursuant to either the Danaher Tender Offer or the Tyco Tender Offer must
withdraw their Shares and tender them to the Purchaser. Included with the
materials accompanying this Offer to Purchase are Notices of Withdrawal which
may be used to withdraw Shares tendered pursuant to the Danaher Tender Offer or
the Tyco Tender Offer. Stockholders who desire assistance in withdrawing Shares
may contact the Information Agent at the address and telephone number set forth
on the back cover of this Offer to Purchase.
THE METHOD OF DELIVERY OF SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY,
IS AT THE OPTION AND SOLE RISK OF THE TENDERING STOCKHOLDER, AND THE DELIVERY
WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY
IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY.
If the Separation Date (defined in Section 11) with respect to the Rights
does not occur prior to the Expiration Date, a tender of Shares will also
constitute a tender of the associated Rights. If the Separation Date occurs and
Rights Certificates are distributed by the Company to holders of the Shares
prior to the time a holder's Shares are tendered pursuant to the Offer, in order
for Rights (and the corresponding Shares) to be validly tendered, Rights
Certificates representing a number of Rights equal to the number of Shares
tendered must be delivered to the Depositary or, if available, a book-entry
confirmation must be received by the Depositary with respect thereto. If the
Separation Date occurs and Rights Certificates are not distributed prior to the
time Shares are tendered pursuant to the Offer, Rights may be tendered prior to
a stockholder receiving Rights Certificates by use of the
8
<PAGE>
guaranteed delivery procedures described below. In any case, a tender of Shares
constitutes an agreement by the tendering stockholder to deliver Rights
Certificates representing a number of Rights equal to the number of Shares
tendered pursuant to the Offer to the Depositary within five business days after
the date Rights Certificates are distributed. If the Separation Date occurs
prior to the Expiration Date, the Purchaser reserves the right to require that
the Depositary receive Rights Certificates, or a book-entry confirmation, if
available, with respect to such Rights, prior to accepting the related Shares
for payment pursuant to the Offer.
BOOK-ENTRY TRANSFER
The Depositary will make a request to establish accounts with respect to the
Shares at each of the Book-Entry Transfer Facilities for purposes of the Offer
within two business days after the date of this Offer to Purchase. Any financial
institution that is a participant in the system of any Book-Entry Transfer
Facility may make book-entry delivery of Shares by causing such Book-Entry
Transfer Facility to transfer such Shares into the Depositary's account at such
Book-Entry Transfer Facility in accordance with such Book-Entry Transfer
Facility's procedures for such transfer. However, although delivery of Shares
may be effected through book-entry transfer into the Depositary's account at a
Book-Entry Transfer Facility, the Letter of Transmittal (or a facsimile
thereof), properly completed and duly executed, with any required signature
guarantees, or an Agent's Message in connection with a book-entry transfer, and
any other required documents must, in any case, be transmitted to and received
by, the Depositary at one of its addresses set forth on the back cover of this
Offer to Purchase on or prior to the Expiration Date, or the guaranteed delivery
procedure set forth below must be complied with.
DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH
SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO
THE DEPOSITARY.
SIGNATURE GUARANTEES
Signatures on all Letters of Transmittal must be guaranteed by a firm that
is a bank, broker, dealer, credit union, savings association or other entity
which is a member in good standing of the Securities Transfer Agent's Medallion
Program (an "Eligible Institution"), unless the Shares tendered thereby are
tendered (i) by a registered holder of Shares who has not completed either the
box labeled "Special Payment Instructions" or the box labeled "Special Delivery
Instructions" on the Letter of Transmittal or (ii) for the account of an
Eligible Institution. See Instruction 1 of the Letter of Transmittal.
If the Share Certificates are registered in the name of a person other than
the signer of the Letter of Transmittal, or if payment is to be made to, or
Share Certificates for unpurchased Shares are to be issued or returned to a
person other than the registered holder, then the tendered certificates must be
endorsed or accompanied by duly executed stock powers, signed exactly as the
name or names of the registered holder or holders appear on the certificates,
with the signatures on the certificates or stock powers guaranteed by an
Eligible Institution as provided in the Letter of Transmittal. See Instructions
1 and 5 of the Letter of Transmittal.
If the Share Certificates are forwarded separately to the Depositary, a
properly completed and duly executed Letter of Transmittal (or a facsimile
thereof) must accompany each such delivery.
GUARANTEED DELIVERY
If a stockholder desires to tender Shares pursuant to the Offer and such
stockholder's Share Certificates are not immediately available or time will not
permit all required documents to reach the Depositary on or prior to the
Expiration Date, or the procedure for book-entry transfer cannot be completed on
a timely basis, such Shares may nevertheless be tendered if all of the following
guaranteed delivery procedures are duly complied with:
(i) such tender is made by or through an Eligible Institution;
9
<PAGE>
(ii) a properly completed and duly executed Notice of Guaranteed
Delivery, substantially in the form provided by the Purchaser, is received
by the Depositary, as provided below, on or prior to the Expiration Date;
and
(iii) the Share Certificates (or a Book-Entry Confirmation) representing
all tendered Shares, in proper form for transfer together with a properly
completed and duly executed Letter of Transmittal (or a facsimile thereof),
with any required signature guarantees (or, in the case of a book-entry
transfer, an Agent's Message) and any other documents required by the Letter
of Transmittal are received by the Depositary within five National
Association of Securities Dealers Automatic Quotation System ("NASDAQ")
trading days after the date of execution of such Notice of Guaranteed
Delivery.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted by
facsimile transmission or mail to the Depositary and must include a signature
guarantee by an Eligible Institution in the form set forth in such Notice of
Guaranteed Delivery.
Notwithstanding any other provision hereof, payment for Shares purchased
pursuant to the Offer will in all cases be made only after timely receipt by the
Depositary of (i) Share Certificates for, or of Book-Entry Confirmation with
respect to, such Shares, (ii) a properly completed and duly executed Letter of
Transmittal (or a facsimile thereof), together with any required signature
guarantees (or, in the case of a book-entry transfer, an Agent's Message), and
(iii) any other documents required by the Letter of Transmittal. Accordingly,
payment might not be made to all tendering stockholders at the same time, and
will depend upon when Share Certificates or Book-Entry Confirmations of such
Shares into the Depositary's account at a Book-Entry Transfer Facility are
actually received by the Depositary.
BACK-UP FEDERAL TAX WITHHOLDING
UNDER THE FEDERAL INCOME TAX LAWS, THE DEPOSITARY WILL BE REQUIRED TO
WITHHOLD 31% OF THE AMOUNT OF ANY PAYMENTS MADE TO CERTAIN STOCKHOLDERS PURSUANT
TO THE OFFER. TO PREVENT BACK-UP FEDERAL INCOME TAX WITHHOLDING WITH RESPECT TO
PAYMENT OF THE PURCHASE PRICE OF SHARES PURCHASED PURSUANT TO THE OFFER, A
TENDERING STOCKHOLDER MUST PROVIDE THE DEPOSITARY WITH SUCH STOCKHOLDER'S
CORRECT TAXPAYER IDENTIFICATION NUMBER OR CERTIFY THAT SUCH STOCKHOLDER IS NOT
SUBJECT TO BACK-UP FEDERAL INCOME TAX WITHHOLDING BY COMPLETING THE SUBSTITUTE
FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL. SEE SECTION 5 HEREOF AND
INSTRUCTION 10 OF THE LETTER OF TRANSMITTAL.
APPOINTMENT AS PROXY
By executing the Letter of Transmittal, a tendering stockholder irrevocably
appoints designees of the Purchaser, and each of them, as such stockholder's
attorneys-in-fact and proxies, each with full power of substitution, in the
manner set forth in the Letter of Transmittal, to the full extent of such
stockholder's rights with respect to the Shares tendered by such stockholder and
accepted for payment and paid for by the Purchaser and with respect to any and
all other Shares and non-cash dividends, distributions, rights, other shares or
other securities issued or issuable in respect of such Shares on or after the
date of this Offer to Purchase. All such proxies shall be considered coupled
with an interest in the tendered Shares. Such appointment will be effective
when, and only to the extent that, the Purchaser pays for such Shares by
depositing the purchase price therefor with the Depositary. Upon such payment,
all prior powers of attorney and proxies given by such stockholder with respect
to such Shares and such other securities or rights will be revoked, without
further action, and no subsequent powers of attorney and proxies may be given by
such stockholder (and, if given, will not be deemed effective). The designees of
the Purchaser will, with respect to the Shares for which such appointment is
effective, be empowered to exercise all voting and other rights of such
stockholder as they in their sole discretion may deem proper at any annual or
special meeting of the Company's stockholders, or any adjournment or
postponement thereof, by written consent or otherwise. The Purchaser reserves
the right to require that, in order for Shares to be deemed validly tendered,
10
<PAGE>
immediately upon the payment for such Shares, the Purchaser or its designee must
be able to exercise full voting rights with respect to such Shares and other
securities, including voting at any meeting of stockholders or acting by written
consent with respect to such Shares.
DETERMINATION OF VALIDITY
All questions as to the form of documents and validity, eligibility
(including time of receipt) and acceptance for payment of any tender of Shares
will be determined by the Purchaser, in its sole discretion, whose determination
shall be final and binding on all parties. The Purchaser reserves the absolute
right to reject any or all tenders determined by it not to be in proper form or
the acceptance of or payment for which may, in the opinion of the Purchaser's
counsel, be unlawful. The Purchaser also reserves the absolute right to waive
any of the conditions of the Offer or any defect or irregularity in any tender
of Shares of any particular stockholder whether or not similar defects or
irregularities are waived in the case of other stockholders.
The Purchaser's interpretation of the terms and conditions of the Offer
(including the Letter of Transmittal and the instructions thereto) will be final
and binding on all parties. No tender of Shares will be deemed to have been
validly made until all defects and irregularities have been cured or waived.
None of the Purchaser, Crane, any of their affiliates or assigns, if any, the
Depositary, the Information Agent or any other person will be under any duty to
give any notification of any defects or irregularities in tenders or incur any
liability for failure to give any such notification.
The Purchaser's acceptance for payment of Shares tendered pursuant to any of
the procedures described above will constitute a binding agreement between the
tendering stockholder and the Purchaser upon the terms and subject to the
conditions of the Offer.
4. WITHDRAWAL RIGHTS. Except as otherwise provided in this Section 4,
tenders of Shares made pursuant to the Offer are irrevocable. Shares tendered
pursuant to the Offer may be withdrawn at any time on or prior to the Expiration
Date and, unless theretofore accepted for payment as provided herein, may also
be withdrawn at any time after May 28, 1994.
If, for any reason whatsoever, acceptance for payment of any Shares tendered
pursuant to the Offer is delayed, or the Purchaser is unable to accept for
payment or pay for Shares tendered pursuant to the Offer, then, without
prejudice to the Purchaser's rights set forth herein, the Depositary may,
nevertheless, on behalf of the Purchaser retain tendered Shares and such Shares
may not be withdrawn except to the extent that the tendering stockholder is
entitled to and duly exercises withdrawal rights as described in this Section 4.
Any such delay will be by an extension of the Offer to the extent required by
law.
In order for a withdrawal to be effective, a written or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
one of its addresses set forth on the back cover of this Offer to Purchase. Any
such notice of withdrawal must specify the name of the person who tendered the
Shares to be withdrawn, the number of Shares to be withdrawn, and (if Share
Certificates have been tendered) the name of the registered holder of the Shares
as set forth in the Share Certificate, if different from that of the person who
tendered such Shares. If Share Certificates have been delivered or otherwise
identified to the Depositary, then prior to the physical release of such
certificates, the tendering stockholder must submit the serial numbers shown on
the particular certificates evidencing the Shares to be withdrawn and the
signature on the notice of withdrawal must be guaranteed by an Eligible
Institution, except in the case of Shares tendered for the account of an
Eligible Institution. If Shares have been tendered pursuant to the procedures
for book-entry transfer set forth in Section 3, the notice of withdrawal must
specify the name and number of the account at the appropriate Book-Entry
Transfer Facility to be credited with the withdrawn Shares, in which case a
notice of withdrawal will be effective if delivered to the Depositary by any
method of delivery described in the first sentence of this paragraph.
Withdrawals of Shares may not be rescinded. Any Shares properly withdrawn will
11
<PAGE>
be deemed not validly tendered for purposes of the Offer. However, withdrawn
shares may be retendered at any subsequent time prior to the Expiration Date by
following any of the procedures described in Section 3.
If the Separation Date occurs prior to the Expiration Date and Rights have
been separately tendered, such Rights may be withdrawn in the same manner and
subject to the same provisions as set forth in this Section 4 with respect to
Shares.
All questions as to the form and validity (including time of receipt) of
notices of withdrawal will be determined by the Purchaser, in its sole
discretion, whose determination shall be final and binding on all parties. None
of the Purchaser, Crane, any of their affiliates or assigns, if any, the
Depositary, the Information Agent or any other person will be under any duty to
give any notification of any defects or irregularities in any notice of
withdrawal or incur any liability for failure to give any such notification.
5. CERTAIN TAX CONSEQUENCES.
FEDERAL INCOME TAX
The receipt of cash for Shares pursuant to the Offer (or the Proposed
Merger) will be a taxable transaction for federal income tax purposes under the
Internal Revenue Code of 1986, as amended (the "Code"), and may also be a
taxable transaction under applicable state, local, foreign and other tax laws.
The tax consequences of such receipt pursuant to the Offer may vary depending
upon, among other things, the particular circumstances of the stockholder.
In general, for federal income tax purposes, a holder of Shares who tenders
Shares in the Offer or receives cash in exchange for Shares in the Proposed
Merger (including as a result of perfecting appraisal rights under the Delaware
Law) will recognize gain or loss equal to the difference between the tax basis
for the Shares sold and the amount of cash received in exchange therefor. Such
gain or loss will be capital gain or loss if the Shares are capital assets in
the hands of the holder of Shares and will be long-term gain or loss if the
holding period for such Shares is more than 12 months. The maximum capital gains
rate for corporations is 35%; for individuals, short-term capital gains are
subject to a maximum marginal federal income tax rate of 39.6% and long-term
capital gains are subject to a maximum marginal federal income tax rate of 28%.
The foregoing discussion assumes that the holder of Shares is a
calendar-year taxpayer. The foregoing discussion may not apply to stockholders
who acquired their Shares pursuant to the exercise of employee stock options or
other compensation arrangements with the Company or who are not citizens or
residents of the United States, foreign corporations, or stockholders who are
otherwise subject to special tax treatment under the Code such as insurance
companies, tax-exempt entities and regulated investment companies.
THE DISCUSSION OF TAX CONSEQUENCES SET FORTH ABOVE IS INCLUDED FOR GENERAL
INFORMATION ONLY. DUE TO THE INDIVIDUAL NATURE OF TAX CONSEQUENCES, EACH HOLDER
OF SHARES IS URGED TO CONSULT HIS OWN TAX ADVISOR WITH RESPECT TO THE TAX
CONSEQUENCES OF THE OFFER, INCLUDING THE EFFECTS OF APPLICABLE FEDERAL, STATE,
LOCAL OR OTHER TAX LAWS.
6. PRICE RANGE OF THE SHARES; DIVIDENDS. According to the Company's Annual
Report on Form 10-K for the year ended December 31, 1993 (the "1993 10-K"), the
Shares are traded in the over-the-counter market and are quoted through the
NASDAQ National Market System. The Shares are quoted on the NASDAQ National
Market System under the symbol "MRCC". The following table sets
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<PAGE>
forth, for the periods indicated, the reported high and low closing sale prices
for the Shares as reported on the NASDAQ National Market System. According to
the 1993 10-K, the Company has not paid any cash dividends on its Common Stock.
<TABLE>
<CAPTION>
High Low
--------- ---------
<S> <C> <C> <C>
1992
First Quarter....................................................................... $ 9.50 $ 6.25
Second Quarter...................................................................... 9.25 7.25
Third Quarter....................................................................... 8.25 7.00
Fourth Quarter...................................................................... 8.50 6.75
1993
First Quarter....................................................................... $ 9.25 $ 7.50
Second Quarter...................................................................... 10.00 7.75
Third Quarter....................................................................... 9.75 7.25
Fourth Quarter...................................................................... 10.125 8.00
1994
First Quarter (through March 29, 1994).............................................. $ 19.625 $ 11.25
</TABLE>
On December 31, 1993, the last full day of trading before the filing of a
Schedule 13D with the Commission by Crane announcing its acquisition of 13.2% of
the Shares, the reported closing price on the NASDAQ National Market System for
the Shares was $8.875 per Share, according to published sources. On January 17,
1994, the last full day of trading before the filing of Amendment No. 1 to
Crane's Schedule 13D announcing its proposal to enter into a merger agreement
with the Company for $13 per share in cash, the reported closing price on the
NASDAQ National Market System for the Shares was $11.25 per Share, according to
published sources. On March 11, 1994, the last full day of trading before the
filing of Amendment No. 4 to Crane's Schedule 13D announcing that Crane was
currently prepared to acquire the Company in a merger transaction at $15.50 per
share in cash, the reported closing price on the NASDAQ National Market System
for the Shares was $14.75 per Share, according to published sources.
On March 15, 1994, the last full day of trading before the announcement of
the terms of the Danaher Agreement, the reported closing price on the NASDAQ
National Market System for the Shares was $15.875 per Share, according to
published sources. On March 18, 1994, the last full day of trading before the
announcement by the Company of Tyco's letter indicating that Tyco is prepared to
pay $19.00 per Share for all outstanding Shares, the reported closing price on
the NASDAQ National Market System for the Shares was $18.00 per Share, according
to published sources.
On March 25, 1994, the last full day of trading prior to the announcement by
Crane that it intended to commence the Offer, the reported closing price on the
NASDAQ National Market System for the Shares was $19.25 per Share, according to
published sources.
STOCKHOLDERS ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION FOR THE SHARES.
According to the Rights Agreement, after the Rights become exercisable, the
Company will use diligent efforts to cause all of the Rights shares issuable
upon exercise of the Rights to be entitled to be traded in the NASDAQ National
Market System. The Purchaser believes, based upon publicly available
information, that, on the date hereof, the Rights are attached to the Shares and
are not traded separately. As a result, the sale prices per Share set forth
above are also the high and low sale prices per Share and associated Right
during such periods. Upon the occurrence of the Separation Date, the Rights are
to detach and may trade separately from the Shares. See Section 11. The
Separation Date will be the fifth business day after the date upon which the
Company's Chief Executive Officer "first actually realizes" that certain events
have occurred unless, prior to such date, the Board of Directors of the Company
shall have designated another date as the Separation Date. The commencement of
the Tyco Tender Offer on March 24, 1994, and the commencement of this Offer on
March 30, are events
13
<PAGE>
which could trigger a separation of the Rights on March 31 or April 6,
respectively. IF THE SEPARATION DATE OCCURS AND THE RIGHTS BEGIN TO TRADE
SEPARATELY FROM THE SHARES, STOCKHOLDERS ARE ALSO URGED TO OBTAIN A CURRENT
MARKET QUOTATION FOR THE RIGHTS.
7. EFFECT OF THE OFFER ON THE MARKET FOR THE SHARES; NASDAQ QUOTATION;
EXCHANGE ACT REGISTRATION; MARGIN REGULATIONS.
EFFECT OF THE OFFER ON THE MARKET FOR THE SHARES
The purchase of Shares pursuant to the Offer or following consummation of
the Offer will reduce the number of Shares that might otherwise trade publicly
and the number of holders of Shares and could, depending upon the number of
Shares so purchased, adversely affect the liquidity and market value of the
remaining Shares.
NASDAQ QUOTATION
Depending upon the aggregate market value and the number of Shares not
purchased pursuant to the Offer, as well as the identity of the holders of such
Shares, the Shares may no longer meet the quantitative requirements of the
National Association of Securities Dealers, Inc. ("NASD") for continued
inclusion in the NASDAQ National Market System, which require that an issuer
have at least 200,000 publicly held shares, held by at least 400 stockholders or
300 stockholders of round lots, with a market value of at least $1 million and
must have net tangible assets of at least $1 million, $2 million or $4 million
(depending on profitability levels during the issuer's four most recent fiscal
years) and a minimum bid price of $1 (unless the issuer has a public float of at
least $3 million and at least $4 million of net tangible assets). If these
standards are not met, quotations might continue to be published in the regular
NASDAQ system, but (subject to certain exceptions and other maintenance
criteria) if the number of holders of the Shares were to fall below 300, or if
the number of publicly held Shares were to fall below 100,000, or the market
value of the publicly held shares were to fall below $200,000, NASD rules
provide that the securities would no longer be "qualified" for NASDAQ reporting
and NASDAQ could cease to provide any quotations. Shares held directly or
indirectly by an officer or director of the Company or by any beneficial owner
of more than 10% of the Shares will ordinarily not be considered as being
publicly held for this purpose. If, as a result of the purchase of Shares by the
Purchaser pursuant to the Offer or following consummation of the Offer, the
Shares no longer meet the requirements of the NASD for continued inclusion in
the NASDAQ National Market System and the Shares are no longer included in the
NASDAQ National Market System, the market for, and liquidity of, Shares could be
adversely affected. In the event the Shares were no longer eligible for NASDAQ
quotation, quotations might still be available from other sources. The extent of
the public market for the Shares and the availability of such quotations would,
however, depend upon the number of stockholders and/or the aggregate market
value of the Shares remaining at such time, the interest in maintaining a market
in the Shares on the part of securities firms, the possible termination of
registration of the Shares under the Exchange Act as described below, and other
factors.
The Purchaser cannot predict whether the reduction in the number of Shares
that might otherwise trade publicly would have an adverse or beneficial effect
on the market price for or marketability of the Shares or whether it would cause
future market prices to be greater or less than the price paid in the Offer.
EXCHANGE ACT REGISTRATION
The Shares are currently registered under the Exchange Act. The purchase of
the Shares pursuant to the Offer may result in the Shares becoming eligible for
deregistration under the Exchange Act. Registration of the Shares may be
terminated upon application of the Company to the Commission if the Shares are
not listed on a "national securities exchange" and there are fewer than 300
record holders of Shares. Termination of registration of the Shares under the
Exchange Act would substantially reduce the information required to be furnished
by the Company to its stockholders and the Commission and would make certain
provisions of the Exchange Act, such as the short-swing profit recovery
provisions of Section 16(b) and the requirements of furnishing a proxy statement
in connection with stockholders' meetings pursuant to Section 14(a), no longer
applicable to the Company. If
14
<PAGE>
the Shares are no longer registered under the Exchange Act, the requirements of
Rule 13e-3 under the Exchange Act with respect to "going private" transactions
would no longer be applicable to the Company. Furthermore, the ability of
"affiliates" of the Company and persons holding "restricted securities" of the
Company to dispose of such securities pursuant to Rule 144 promulgated under the
Securities Act of 1933, as amended, may be impaired or eliminated. If, as a
result of the purchase of Shares pursuant to the Offer, the Company is no longer
required to maintain registration of the Shares under the Exchange Act, the
Purchaser intends to cause the Company to apply for termination of such
registration. See Section 11.
Based on publicly available information, the Rights as of the date of this
Offer to Purchase are registered under the Exchange Act, but are attached to the
Shares and are not quoted on the NASDAQ National Market System or separately
transferable. If the Separation Date occurs and the Rights separate from the
Shares (See Section 11), the foregoing discussion with respect to the effect of
the Offer on the market for the Shares, NASDAQ quotation and Exchange Act
registration would apply to the Rights in a similar manner.
If registration of the Shares is not terminated prior to the Proposed
Merger, then the Shares will be deregistered from NASDAQ, and the registration
of the Shares under the Exchange Act will be terminated, following the
consummation of the Proposed Merger.
MARGIN REGULATIONS
The Shares are presently "margin securities" under the regulations of the
Board of Governors of the Federal Reserve System (the "Federal Reserve Board"),
which has the effect, among other things, of allowing brokers to extend credit
on the collateral of such Shares for the purpose of buying, carrying or trading
in securities ("Purpose Loans"). Depending on factors such as the number of
record holders of the Shares and the number and market value of publicly held
Shares, following the purchase of Shares pursuant to the Offer the Shares might
no longer constitute "margin securities" for purposes of the Federal Reserve
Board's margin regulations and, therefore, could no longer be used as collateral
for Purpose Loans made by brokers. In addition, if registration of the Shares
under the Exchange Act were terminated, the Shares would no longer constitute
"margin securities".
8. CERTAIN INFORMATION CONCERNING THE COMPANY. The Company is a Delaware
corporation with its principal executive offices located at 5215 Old Orchard
Road, Skokie, Illinois 60077. The following general description of the Company's
business has been taken from the 1993 10-K:
Mark Controls' business consists primarily of designing, manufacturing
and marketing valves and other industrial and commercial products that
control flows and processes in various industries including petroleum,
chemical, construction, food and beverage and power generation. The Company
sells products directly to end users and engineering contractors through its
own sales force and cooperatively with sales representatives, stocking
specialists and industrial distributors.
The selected financial information of the Company and its consolidated
subsidiaries set forth below has been excerpted and derived from the 1993 10-K.
More comprehensive financial information is included in such reports (including
management's analysis of results of operations and financial position) and other
documents filed with the Commission. The following financial information is
qualified in its entirety by reference to the 1993 10-K and all other such
reports and documents filed with the Commission and all of the financial
statements and related notes contained therein. The 1993 10-K and certain other
reports may be examined and copies may be obtained at the offices of the
Commission or the NASD in the manner set forth below.
15
<PAGE>
MARK CONTROLS CORPORATION
SELECTED CONSOLIDATED FINANCIAL INFORMATION
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------
1993 1992 1991
--------- --------- ---------
<S> <C> <C> <C>
INCOME
Net Sales...................................................................... $ 87,789 $ 86,214 $ 92,306
Cost of Sales.................................................................. 59,277 58,277 63,797
Gross Profit................................................................... 28,512 27,937 28,509
Selling, General and Administrative Expenses................................... 22,806 21,341 22,500
Operating Income............................................................... 5,706 6,596 6,009
Other (Income) Expense......................................................... 604 606 719
Income Before Income Taxes..................................................... 5,102 5,990 5,290
Income Tax Provision........................................................... 1,990 2,336 2,010
Net Income..................................................................... 3,112 3,654 3,280
Net Income Per Share........................................................... 0.61 0.73 0.66
</TABLE>
<TABLE>
<CAPTION>
AT DECEMBER 31,
--------------------
1993 1992
--------- ---------
<S> <C> <C>
ASSETS
Total Current Assets....................................................................... $ 53,471 $ 36,769
Intangible Assets.......................................................................... 17,815 5,322
Property, Plant and Equipment.............................................................. 19,014 10,099
Total Current Liabilities.................................................................. 17,775 11,420
Long Term Debt............................................................................. 31,640 3,000
Deferred Income Taxes...................................................................... 473 582
Other Non-current Liabilities.............................................................. 859 859
Stockholders' Equity....................................................................... 39,553 36,329
</TABLE>
The information concerning the Company contained herein has been taken from
or based upon publicly available documents on file with the Commission and other
publicly available information. Although neither Crane nor the Purchaser has any
knowledge that would indicate that the statements contained herein which are
based on such documents are untrue, none of Crane, the Purchaser, the Depositary
or the Information Agent takes any responsibility for the accuracy or
completeness of the information contained in such documents or for any failure
by the Company to disclose events that may have occurred and may affect the
significance or accuracy of any such information but which are unknown to any
such person.
The Company is subject to the information and reporting requirements of the
Exchange Act and in accordance therewith is required to file periodic reports,
proxy statements and other information with the Commission relating to its
business, financial condition and other matters. Certain information, as of
particular dates, concerning the Company's directors and officers (including
their remuneration and the stock options granted to them), the principal holders
of the Company's securities, any material interests of such persons in
transactions with the Company and other matters is required to be disclosed in
proxy statements and annual reports distributed to the Company's stockholders
and filed with the Commission. Such reports, proxy statements and other
information may be inspected and copied at the Commission's public reference
facilities at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, and should also be available for inspection at the following
regional offices of the Commission: 7 World Trade Center, New York, New York
10048; and 500 West Madison Street, Chicago, Illinois 60621; and copies may be
obtained by mail at prescribed rates, from the principal office of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Reports, proxy
statements and other information concerning the Company should also be available
for inspection at the offices of the NASD, Reports Section, 1735 K Street, N.W.,
Washington, D.C. 20006.
16
<PAGE>
During the course of discussions between Crane and the Company, the Company
provided Crane with certain information about the Company which was not then
publicly available. This information included projections of the Company's
operations for the years 1994-1996. These projections included, for the years
ending December 31, 1994, 1995 and 1996, respectively: projected sales of $137.7
million, $146.3 million and $155.5 million; projected operating income of $14.7
million, $15.3 million and $17.2 million; projected net income of $5.3 million,
$6.2 million and $7.5 million; projected operating cash flow of $20.1 million;
$21.6 million and $23.3 million; projected working capital of $33.2 million,
$33.8 million and $36.1 million; projected earnings before interest, taxes,
depreciation and amortization of $17.0 million, $18.1 million and $19.6 million;
and projected earnings before interest and taxes of $11.6 million, $11.8 million
and $13.6 million. Such projections were not prepared with a view to public
disclosure or to complying with the published guidelines of the Commission
regarding projections or with the AICPA Guide for Prospective Financial
Statements. The projections necessarily reflect numerous assumptions with
respect to industry performance, general business and economic conditions and
other matters, many of which are inherently uncertain or beyond the Company's
control. The inclusion of the foregoing information in the Offer to Purchase
should not be regarded as an indication that Crane, the Purchaser, the Company
or the Information Agent or anyone who received such information considered it a
reliable predictor of future events, and this information should not be relied
on as such. None of Crane, the Purchaser, the Information Agent assumes any
responsibility for the validity, reasonableness, accuracy or completeness of the
projections, and the Company has made no representation to Crane or the
Purchaser regarding the projections set forth above.
9. CERTAIN INFORMATION CONCERNING THE PURCHASER AND CRANE
THE PURCHASER
The Purchaser, a Delaware corporation, was incorporated on March 28, 1994
for the purpose of acquiring the Company, and has engaged in no activities to
date, other than those incidental to its organization and making the Offer. The
Purchaser is a wholly owned subsidiary of Crane. The principal executive offices
of the Purchaser are located at 100 First Stamford Place, Stamford, Connecticut
06902. Since the Purchaser is newly formed and has minimal assets and
capitalization, no meaningful financial information with respect to the
Purchaser is available.
CRANE
Crane is a Delaware corporation with its principal executive offices located
at 100 First Stamford Place, Stamford, Connecticut 06902.
Crane 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. Founded in 1855, Crane
employs over 8,500 people in North America, Europe and Australia. Crane's
strategy is to maintain a balanced business mix, to focus on niche businesses
with high market share and to avoid capital-intensive and cyclical businesses.
The name, business address, citizenship, present principal occupation and
employment history of each of the directors and executive officers of the
Purchaser and Crane are set forth in Schedule I to this Offer to Purchase.
Crane is subject to the information and reporting requirements of the
Exchange Act and in accordance therewith is required to file periodic reports,
proxy statements and other information with the Commission relating to its
business, financial condition and other matters. Certain information, as of
particular dates, concerning Crane's business, principal physical properties,
capital structure, material pending legal proceedings, operating results,
financial condition, directors and officers (including their remuneration and
stock options granted to them), the principal holders of Crane's securities, any
material interests of such persons in transactions with Crane and other matters
is required to be disclosed in proxy statements and annual reports distributed
to Crane's stockholders
17
<PAGE>
and filed with the Commission. Such reports, proxy statements and other
information may be inspected and copied at the Commission's public reference
facilities in the same manner as set forth with respect to the Company in
Section 8. In addition, such information is also available for inspection at the
New York Stock Exchange, 20 Broad Street, New York, New York 10005.
Set forth below is a summary of certain consolidated financial information
with respect to Crane and its subsidiaries excerpted or derived from financial
statements presented in Crane's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993. More comprehensive financial information is included in
such reports (including management's analysis of results of operations and
financial position) and other documents filed by Crane with the Commission, and
the financial information summary set forth below is qualified in its entirety
by reference to such reports, which are incorporated herein by reference, and
all the financial information and related notes contained therein.
CRANE CO.
SELECTED CONSOLIDATED FINANCIAL INFORMATION
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------------------------
1993 1992 1991
------------- ---------------- -------------
<S> <C> <C> <C>
INCOME STATEMENT INFORMATION:
Net Sales........................................................ $ 1,310,205 $ 1,306,977 $ 1,302,532
Operating Costs and Expenses..................................... 1,224,349 1,261,733 1,223,630
Operating Profit................................................. 85,856 45,244(a) 78,902
Other Income (Deductions)........................................ (6,038) (6,555) (6,497)
Income Before Taxes.............................................. 79,818 38,689 72,405
Provision for Income Taxes....................................... 30,925 14,403 27,412
Net Income....................................................... $ 48,893 $ 24,286(a) $ 22,652
Income before cumulative effect of a change in accounting........ $1.62 $.79 $1.42
Cumulative effect of a change in accounting for postretirement
benefits other than pensions.................................... -- -- (.70)
Net Income Per Share............................................. $1.62 $.79 (a) $ .72
Dividends Per Share.............................................. $ .75 $.75 $ .75
</TABLE>
<TABLE>
<S> <C>
<FN>
- ------------------------
(a) Includes a special charge of $39,444 ($24,400 after tax) or $.78 per
share.
</TABLE>
<TABLE>
<CAPTION>
At December 31,
------------------------
1993 1992
----------- -----------
<S> <C> <C>
BALANCE SHEET INFORMATION:
Total Current Assets.................................................................... $ 393,546 $ $378,653
Property, Plant and Equipment........................................................... 199,394 163,185
Other Assets............................................................................ 38,142 26,205
Cost in excess of net assets acquired less accumulated amortization..................... 113,083 62,168
Total Current Liabilities............................................................... $ 271,683 $ 174,023
Long Term Debt.......................................................................... 105,557 111,048
Deferred Income Taxes................................................................... 6,138 3,673
Reserves and Other Liabilities.......................................................... 20,631 23,008
Accrued Postretirement Benefits......................................................... 42,570 39,398
Accrued Pension Liability............................................................... 6,767 7,709
Total Common Shareholders' Equity....................................................... $ 290,819 $ 271,352
</TABLE>
18
<PAGE>
On March 18, 1994 pursuant to a tender offer, a wholly owned subsidiary of
Crane acquired 5,620,383 shares of the common stock of ELDEC Corporation
("ELDEC") at $13.00 per share. With this purchase, that subsidiary acquired 98.7
percent of the outstanding shares of ELDEC and thereafter consummated the merger
of ELDEC into that subsidiary, in which each remaining share of ELDEC common
stock was converted into the right to receive $13.00 in cash. ELDEC is now a
wholly owned subsidiary of Crane. Funds in the amount of up to $74,000,000
required for the acquisition of ELDEC have been made available through
short-term credit lines.
ELDEC, a Washington based corporation, designs, manufactures and markets
custom electronic and electromechanical products and systems for applications
that are technically and environmentally demanding. The company serves both the
commercial and military aerospace markets, and its major customers are airframe
and aircraft engine manufacturers and electronic systems manufacturers. The
company has four product lines; sensing systems that monitor the status of
aircraft landing gear, doors and flight surfaces; low voltage and high voltage
power supplies for avionic and defense electronic systems; monitor and control
devices for aircraft engines, including flowmeters and engine diagnostic
systems; battery chargers, transformer-rectifiers and other devices that
regulate DC power on an aircraft.
For the year ended March 31, 1993, ELDEC had net sales of $108,415,000, net
income of $2,430,000, and total assets of $112,235,000.
Except as set forth elsewhere in this Offer to Purchase or in Schedule I
hereto: (i) neither the Purchaser nor Crane nor, to the knowledge of the
Purchaser and Crane, any of the persons listed in Schedule I hereto or any
associate or majority-owned subsidiary or any pension, profit-sharing or similar
plan of the Purchaser, Crane or any of the persons so listed, beneficially owns
or has a right to acquire any Shares or any other equity securities of the
Company; (ii) neither the Purchaser nor Crane nor, to the knowledge of the
Purchaser and Crane, any of the persons or entities referred to in clause (i)
above or any of their executive officers, directors or subsidiaries has effected
any transaction in the Shares or any other equity securities of the Company
during the past 60 days; (iii) neither the Purchaser nor Crane nor, to the
knowledge of the Purchaser and Crane, any of the persons listed in Schedule I
hereto has any contract, arrangement, understanding or relationship with any
other person with respect to any securities of the Company, including, but not
limited to, any such contract, arrangement, understanding or relationship
concerning the transfer or voting thereof, joint ventures, loan or option
arrangements, puts or calls, guaranties of loans, guaranties against loss or the
giving or withholding of proxies; (iv) since January 1, 1991, there have been no
transactions which would require reporting under the rules and regulations of
the Commission between the Purchaser, Crane or any of their respective
subsidiaries or, to the knowledge of the Purchaser and Crane, any of the persons
listed in Schedule I hereto, on the one hand, and the Company, or any of its
executive officers, directors or affiliates, on the other hand; and (v) since
January 1, 1991, there have been no contacts, negotiations or transactions
between the Purchaser, Crane or any of their respective subsidiaries or, to the
knowledge of the Purchaser and Crane, any of the persons listed in Schedule I
hereto, on the one hand, and the Company or its affiliates, on the other hand,
concerning a merger, consolidation or acquisition, tender offer or other
acquisition of securities, an election of directors or a sale or other transfer
of a material amount of assets of the Company. From time to time Crane and its
affiliates and associates have engaged in ordinary business transactions with
the Company and expect to engage in such transactions with the Company in the
future.
On December 23, 1993, Crane purchased 450,510 Shares in a single transaction
on NASDAQ at $8.63 per share.
10. BACKGROUND OF THE OFFER; CONTACTS WITH THE COMPANY.
During the Spring of 1993, Crane purchased an aggregate of 213,300 Shares in
open market transactions, constituting approximately 4.3% of the then
outstanding Shares. In May, 1993, R.S. Evans, Chairman, President & Chief
Executive Officer of Crane, contacted William E. Bendix, President & Chief
Executive Officer of the Company, by telephone and expressed interest in the
19
<PAGE>
Company and offered assistance at a time when a group of investors was proposing
a transaction with the Company. On December 23, 1993, Crane purchased 450,510
Shares in a single transaction on NASDAQ at $8.63 per share, resulting in an
aggregate holding of approximately 13.2% of the Shares.
On January 17, 1994, Mr. Evans contacted Mr. Bendix by telephone and
indicated Crane's interest in discussing with the Company a business combination
involving Crane and the Company. As a result of that discussion, on January 17,
1994, Mr. Evans delivered the following letter to Mr. Bendix with respect to a
proposal to enter into a merger agreement to acquire the Company for $13 per
share in cash:
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 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 confidence 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.
20
<PAGE>
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, suppliers and the communities in which you serve. I look forward
to working with you.
Sincerely,
/s/ R.S. Evans
On January 26, 1994, Mr. Evans and other Crane representatives, met with Mr.
Bendix and other Company representatives to discuss publicly available
information about the Company. At that meeting, which both sides characterized
as amicable, Mr. Evans reiterated Crane's determination to proceed with the
proposal made in the letter to Mr. Bendix dated January 17, 1993.
The Company reported that at its regularly scheduled meeting held January
28, 1994, the Board of Directors of the Company considered the proposal made by
Crane on January 17, 1994 to acquire the Company at a price of $13 per Share in
cash. On January 31, 1994, the Company issued a press release and explained the
Board of Directors' decision on Crane's merger proposal as follows:
. . .The Board reported that other companies have also expressed a
preliminary interest in acquiring all or part of Mark Controls.
"Long before the Crane proposal was made, the announced primary
objective of Mark Controls' Board has been to maximize shareholder value,"
said William Bendix, Mark Controls' chief executive officer. "The Board
intends to explore actively how to best pursue that objective in light of
the interest that has been expressed in the company." Bendix said that the
Board has retained the New York-based investment banking firm of Tanner &
Co., Inc. to assist in that effort. No determination has yet been made to
sell the company, the executive added.
On February 11, 1994, Crane entered into a confidentiality agreement with
the Company. Under that agreement, Crane was permitted to review non-public
information with respect to the Company in order to evaluate a possible
transaction with the Company. In addition, the confidentiality agreement
provided that Crane could not (i) disclose confidential information which the
Company furnished in connection with Crane's evaluation of a possible
transaction with the Company or (ii) commence any tender offer for the Shares of
the Company earlier than 15 days after delivery of a signed copy of the
agreement to the Company. Thereafter, Crane and its advisers engaged in a due
diligence review of the Company and were provided access to non-public
information about the Company, including the confidential memorandum prepared by
Tanner & Co., Inc.
On March 9, 1994, Crane received a letter from the Company inviting "a small
group of final bidders," including Crane, to submit a "best and final proposal"
to acquire the Company. The deadline for such proposal was 5:00 P.M. eastern
time on Monday, March 13 (sic), 1994. Upon review of the proposed form of
acquisition agreement accompanying the March 9 letter, Crane became aware of new
developments, not previously disclosed, which would affect Crane's evaluation of
the Company. Despite the uncertainties created by these new developments, Crane
announced on March 14, 1994, that it would increase its offer to acquire the
Company to $15.50 per share. Also on March 14, 1994, Crane delivered the
following letter to the Company:
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
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Confidentiality Agreement, Crane Co. has been conducting a due diligence
review. However, we are neither required nor willing to proceed in
accordance with the procedure specified in your March 9 letter.
Surprisingly, the proposed form of acquisition [agreement] 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.
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,
/s/ R.S. Evans
On March 16, 1994, the Company announced that it had entered into the
Danaher Agreement with Danaher at a price of $17.75 per Share. The Danaher
Agreement provides, among other things, that Danaher will make the Danaher
Tender Offer and that, following the purchase of shares in the Danaher Tender
Offer, a subsidiary of Danaher will merge with and into the Company with each
remaining Share being converted into the right to receive $17.75 in cash or any
higher price per Share paid in the Danaher Tender Offer. The Danaher Agreement
provides for payment by the Company to Danaher of a break-up fee of $2 million
plus up to $700,000 of all documented fees, costs and expenses in certain
circumstances, including (with certain exceptions) in the event the Company is
acquired by any person other than Danaher or an affiliate thereof prior to the
termination of the Danaher Agreement or within nine months thereafter, or if the
Company or its Board of Directors shall have withdrawn its recommendations of
the Danaher Tender Offer or shall have failed to reaffirm such recommendation
upon the request of Danaher. Crane, currently a holder of approximately 13.2% of
the outstanding Shares and prospectively the controlling stockholder of the
Company following consummation of the Offer, reserves the right to contest the
validity and enforceability of the break-up fee contained in the Danaher
Agreement. The Danaher Agreement may be terminated by the Company in certain
circumstances, including if the Danaher Tender Offer expires or is terminated
without any Shares being purchased thereunder, or if the consummation of the
Danaher Tender Offer shall not have occurred by June 30, 1994.
On March 17, 1994, Crane contacted Danaher to explore the possibility of
Crane acquiring the Company's valve business if Danaher should acquire the
Company. Danaher expressed its willingness to discuss such a transaction and
proposed that substantive discussions proceed during the week of March 21.
During the week of March 21, Crane again contacted Danaher to pursue its
interest in acquiring the valve business but the discussions were inconclusive.
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On March 19, 1994, Tyco informed the Company by letter (the contents of
which were described in a press release issued by the Company on March 21) that
it was prepared to pay a price of $19.00 per Share in cash for all outstanding
Shares in a merger transaction and it would enter into definitive agreements
similar to the Danaher Agreement.
On March 22, 1994, a wholly owned subsidiary of Danaher commenced the
Danaher Tender Offer.
Also on March 22, the Company delivered a letter to Tyco in which the
Company made a counterproposal to Tyco. The counterproposal was that Tyco make a
tender offer directly to the Company's stockholders offering to purchase all the
Shares for a cash price of $19 per share (or more) without first entering into
an agreement with the Company. The letter also stated in part that:
"Mark Controls Board has today resolved that if Tyco initiates an all
cash all shares tender offer at $19 per share or higher on or before April
4, 1994, then (i) that tender offer and any merger which shall follow within
six months after conclusion of the [o]ffer providing remaining stockholders
with at least the same consideration per share as the consideration paid in
the tender offer will be deemed to have been approved by the Board today to
the extent necessary so that the provisions of Section 203 of the Delaware
General Corporation Law will not apply to that merger and (ii) neither that
tender offer nor such merger will cause Mark Controls' outstanding stock
purchase rights to become exercisable."
On or about March 22, 1994, Crane contacted the Company by telephone and
obtained from the Company current financial information.
On March 24, a wholly owned subsidiary of Tyco commenced the Tyco Tender
Offer.
On March 28, Crane delivered the following letter to the Company:
Mr. William E. Bendix
President and Chief Executive Officer
Mark Controls Corporation
5202 Old Orchard Road
Skokie, IL 60077
Re: Crane Tender Offer
Dear Bill:
We have publicly announced today our intention to commence a tender
offer for Mark Controls at $19.50. Crane has determined to pursue this
acquisition because of the excellent business fit between our two companies.
We have been impressed with the professional management of Mark Controls and
expect that the integration of our businesses will enhance both.
We expect, considering the level of our bid, that at the appropriate
time you and your board of directors will take all necessary and appropriate
actions to facilitate our offer and its attendant purpose, the acquisition
of all outstanding Mark Controls shares and rights to acquire shares.
Sincerely,
/s/ Shell
On March 30, the Purchaser commenced the Offer.
Except as described above, there have been no contacts, negotiations or
transactions between the Purchaser, Crane or their subsidiaries or, to the best
knowledge of the Purchaser and Crane, any of the persons listed on Schedule I,
and the Company or its affiliates, concerning a merger, consolidation or
acquisition, tender offer or other acquisition of securities, election of
directors or a sale or other transfer of a material amount of assets.
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11. PURPOSE OF THE OFFER; PLANS FOR THE COMPANY; OTHER MATTERS RELATING TO
THE OFFER AND THE PROPOSED MERGER.
PURPOSE OF THE OFFER
The purpose of the Offer is for Crane, through the Purchaser, to acquire the
entire equity interest in the Company. Crane already owns approximately 13.2% of
the Company and is its largest stockholder. The Offer is intended to facilitate
the acquisition of all Shares. The Purchaser currently intends, as soon as
practicable following completion of the Offer, to seek to consummate the
Proposed Merger. The purpose of the Proposed Merger is to acquire all Shares not
tendered and purchased pursuant to the Offer or otherwise. Pursuant to the
Proposed Merger, each Share then outstanding (other than Shares owned by the
Purchaser, Crane or any of their affiliates, Shares held in the treasury of the
Company, and Shares owned by stockholders who perfect any available appraisal
rights under the Delaware Law) would be converted into the right to receive an
amount in cash equal to the price per Share paid by the Purchaser pursuant to
the Offer. Consummation of the Proposed Merger would require the adoption of a
resolution by the Company's Board of Directors that the Proposed Merger is
advisable and the affirmative vote of the holders of at least 80% of the Shares.
Alternatively, if the Purchaser purchases 90% or more of the Shares, the
Proposed Merger could be consummated without the approval of the stockholders
through a Short-Form Merger (described below under "Statutory Requirements"). As
described below, consummation of the Proposed Merger is further subject to
certain provisions of the Company's Restated Certificate of Incorporation (the
"Charter"), the Company's Bylaws (the "Bylaws") and Section 203 of the Delaware
Law.
Crane and the Purhaser will not proceed with the Proposed Merger or enter
into any agreement contemplating the Proposed Merger unless and until they are
satisfied that the Company is then legally and contractually free to consummate
the Proposed Merger and, specifically, that the consummation of the Proposed
Merger would not be in violation of the Danaher Agreement. The Danaher Agreement
may be terminated by the Company in certain circumstances, including if the
Danaher Tender Offer expires or is terminated without any Shares being purchased
thereunder, or if the consummation of the Danaher Tender Offer shall not have
occurred by June 30, 1994.
If the Offer is consummated, the Purchaser presently intends to seek to
obtain at least majority representation on the Company's Board of Directors,
and, subject to the provisions of the next preceding paragraph, to cause the
Company to enter into a definitive merger agreement with Crane and the Purchaser
providing for the Proposed Merger, and to submit the Proposed Merger to the
Company's stockholders for approval. If the Proposed Merger is submitted to the
Company's stockholders, Crane and Purchaser intend to vote all Shares acquired
pursuant to the Offer and otherwise owned by them in favor of the Proposed
Merger.
If none of the Offer, the Danaher Tender Offer or the Tyco Tender Offer can
be consummated by reason of the Rights, the applicability of Section 203 of the
Delaware Law or otherwise, the Purchaser and Crane may determine to abandon the
Offer and instead seek majority representation on the Company's Board of
Directors through a proxy contest at the Company's next annual meeting of
stockholders. The ability of the Purchaser to succeed in such a proxy contest
would depend on events and conditions at that time. No assurance can be given as
to whether the Purchaser would proceed with such a contest at that time or, if
it chooses to pursue such a contest, whether the Purchaser would prevail. If the
Purchaser succeeded in obtaining majority representation on the Company's Board
of Directors through such a proxy contest, the Purchaser would then cause the
Company to redeem the Rights and enter into a definitive merger agreement with
Crane and the Purchaser providing for an acquisition of the Company by Crane,
which merger agreement would render Section 203 of the Delaware Law
inapplicable. However, given the significant delay inherent in postponing action
until the Company's next annual meeting, no assurance can be given that any
merger transaction proposed by the Purchaser or Crane at that time would be on
the same terms as the Proposed Merger.
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If the Purchaser obtains majority representation on the Company's Board of
Directors and the Purchaser is unable for any reason to consummate the Proposed
Merger, the Purchaser would nonetheless seek to exercise control over the
business and affairs of the Company.
AS A RESULT OF THE FACTORS DESCRIBED IN THIS OFFER TO PURCHASE,
SUBSTANTIALLY ALL OF WHICH ARE CURRENTLY WITHIN THE CONTROL OF THE COMPANY'S
BOARD OF DIRECTORS, NO ASSURANCE CAN BE GIVEN THAT THE PROPOSED MERGER WILL BE
CONSUMMATED OR AS TO THE TIMING THEREOF. IF THE TIMING OF THE PROPOSED MERGER IS
SUBSTANTIALLY DELAYED, NO ASSURANCE CAN BE GIVEN AS TO THE PER SHARE
CONSIDERATION THAT WOULD BE PAID.
In connection with the Offer and during its pendency, or in the event the
Offer is terminated or not consummated (by reason of the Rights, Section 203 of
the Delaware Law or otherwise), or after the expiration of the Offer and pending
the consummation of the Proposed Merger, in accordance with applicable law,
Crane and the Purchaser may explore any and all options which may be available
to them and Crane and the Purchaser may, without limitation, seek control of the
Company through a proxy contest or, after expiration or termination of the
Offer, seek to acquire additional Shares, through open market purchases,
privately negotiated transactions, a tender offer or exchange offer or
otherwise, upon such terms and at such prices as it may determine, which may be
more or less than the price to be paid pursuant to the Offer and could be for
cash or other consideration.
Whether or not the Offer is consummated, the Purchaser reserves the right,
subject to applicable legal restrictions, to sell or otherwise dispose of any or
all Shares acquired pursuant to the Offer or otherwise. Such transactions may be
effected on terms and at prices as it shall determine which may be more or less
than the price to be paid pursuant to the Offer and could be for cash or other
consideration.
The making of the Offer has enabled Crane and the Purchaser to commence the
process of seeking regulatory approvals for its acquisition of the Company. See
Section 15. In addition, by tendering Shares into the Offer, the Company's
stockholders will be given the opportunity to express to the Company's Board of
Directors that they wish to be able to accept the Offer and to approve the
Proposed Merger or a similar transaction with the Company.
THE OFFER DOES NOT CONSTITUTE A SOLICITATION OF PROXIES FOR ANY MEETING OF
THE COMPANY'S STOCKHOLDERS. ANY SUCH SOLICITATION WHICH THE PURCHASER OR CRANE
MIGHT MAKE WOULD BE MADE ONLY PURSUANT TO SEPARATE PROXY MATERIALS COMPLYING
WITH THE REQUIREMENTS OF SECTION 14(A) OF THE EXCHANGE ACT.
PLANS FOR THE COMPANY
If and to the extent that Crane and the Purchaser acquire control of the
Company or otherwise obtain access to the books and records of the Company, in a
manner consistent with the Company's existing contractual obligations, Crane and
the Purchaser intend to conduct a detailed review of the Company and its assets,
corporate structure, dividend policy, capitalization, operations, properties,
policies, management and personnel and consider what, if any, changes would be
desirable in light of the circumstances which then exist. Such strategies could
include, among other things, changes in the Company's business (including asset
sales), corporate structure, Charter, Bylaws, capitalization, Board of
Directors, management or dividend policy. As described herein, the Purchaser's
ability to effect any such changes or transactions and the timing thereof will
depend in part upon the Purchaser's ability to gain control of the Board of
Directors, as well as upon the provisions of the Charter, the Bylaws, Section
203 of the Delaware Law and the Company's existing contractual obligations, to
the extent applicable.
Except as described in this Offer to Purchase, Crane and the Purchaser have
no present plans or proposals that would result in (i) an extraordinary
corporate transaction, such as a merger, consolidation, reorganization or
liquidation involving the Company or any of its subsidiaries, (ii) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries, (iii) any change in the present board of directors or management
of the Company, (iv) any material change in the present capitalization or
dividend policy of the Company, (v) any other material change in the Company's
corporate structure or business, (vi) causing a class of securities of the
Company to be delisted from a
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national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association or
(vii) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act.
THE CHARTER AND BYLAWS
The Company has announced that its 1994 Annual Meeting of Stockholders will
be held May 5, 1994 (the "Annual Meeting"). According to publicly available
information, two of the five seats on the Board of Directors of the Company are
expected to be filled at that time. According to published reports, the Company
has appointed a nominating committee to seek two additional directors, thereby
increasing the size of the Board to seven. Neither Crane nor Purchaser is aware
when these additional directors might be up for election by the stockholders.
The Charter provides that the number of Directors shall be fixed in the
Bylaws, but in no event less than three nor more than twelve. The Bylaws fix the
number of directorships at four, unless increased or decreased by a resolution
of the Board of Directors. The Bylaws can be amended by the affirmative vote of
a majority of the Shares present in person or by proxy at a meeting of
stockholders, assuming a quorum is present, or by the written consent of a
majority of the outstanding Shares. The Bylaws do not provide for a special
meeting of stockholders called by any person other than the Chairman of the
Board, or in his absence the President, or a majority of the Board of Directors
of the Company. The Bylaws do not contain any provisions regulating stockholder
proposals or director nominations at the Annual Meeting.
The Charter and the Bylaws filed with the Commission contain provisions
which could delay or prohibit the Purchaser and Crane from obtaining control of
the Board of Directors. The Charter and the Bylaws provide that the Board of
Directors shall be divided into three substantially equal classes, with each
class elected for a term of three years. The terms of the classes are staggered
so that at each annual meeting of stockholders of the Company one class of
directors is elected for a three-year term or until the resignation, removal
(with or without cause) or death, if earlier, of the directors of such class. In
addition, when any director is elected by the Board to fill a vacancy, the term
of that director ends at the next election of the class in which such person
shall have been appointed. The Charter generally provides that any director or
the entire Board of Directors may be removed, but only for cause, by the
affirmative vote of holders of not less than a majority of the total number of
the Shares entitled to vote in elections of directors at a meeting of the
stockholders called for that purpose. The Charter also provides that any vacancy
which results from any cause may be filled by a majority of the directors then
in office, although less than a quorum. In addition, the stockholders of the
Company may fill any vacancies by a plurality of the Shares present in person or
by proxy at a meeting of stockholders, assuming a quorum is present, or by the
written consent of a majority of the outstanding Shares. Declassification of the
Company's Board of Directors requires an amendment to the Charter which must be
approved by the Board of Directors and receive the affirmative vote of 80% of
the total number of Shares entitled to vote thereon. As a result of the
foregoing provisions, it is possible that the Purchaser would not be able to
replace a majority of the directors of the Company prior to the second annual
meeting of stockholders held after the Purchaser acquired a majority of the
Shares.
The Charter also provides that any merger or consolidation to which the
Company and any Interested Entity (as defined below) or a subsidiary or parent
of either of them are parties, may not be effected unless at least 80% of all
votes represented by all voting securities issued by the Company and outstanding
at the time the vote on the matter shall be taken are cast in favor thereof. As
used herein: (a) the term "Interested Entity" means any natural person,
corporation, partnership, organization, group of persons acting in concert, or
any other entity which either (i) owns (of record or beneficially, or directly
or indirectly) 5% or more of the outstanding shares of any class of stock of the
Company or (ii) directly, or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with any "Interested
Entity"; and (b) the term "voting securities" means securities the holders of
which would be entitled to vote on the matter in question if such matter were
presented
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to a meeting of security holders at which every holder of every security issued
by the Company were present. Crane currently is, and upon consummation of the
Offer, the Purchaser would be, an Interested Entity for purposes of the
foregoing Charter provision.
If, following consummation of the Offer, the members of the Company's Board
of Directors in office at such time were to refuse to approve the Proposed
Merger (or any other transaction or separate action proposed by the Purchaser
that required approval of the Company's Board of Directors), the Purchaser, in
order to consummate the Proposed Merger (or any such other transaction or
corporate action), would first have to replace at least a majority of the
Company's Board of Directors with its own designees. As a result of the
classified board provisions contained in the Charter and the Bylaws, at least
two annual meetings of the Company's stockholders could be required to enable
nominees of the Purchaser to comprise a majority of the Company's Board of
Directors. If the current Board of Directors of the Company opposes the Offer or
the Proposed Merger, Crane intends to seek to take any action necessary to place
a majority of its designees on the Company's Board of Directors, including
without limitation, seeking to amend the Charter and the Bylaws to remove the
provisions described above or to increase the number of seats available on the
Company's Board of Directors for its nominees and to solicit proxies from the
stockholders of the Company for use at the next annual meeting of the Company's
stockholders for the purpose of electing new directors designated by the
Purchaser.
THE OFFER DOES NOT CONSTITUTE A SOLICITATION OF PROXIES FOR ANY MEETING OF
THE COMPANY'S STOCKHOLDERS. ANY SUCH SOLICITATION WHICH THE PURCHASER OR CRANE
MIGHT MAKE WOULD BE MADE ONLY PURSUANT TO SEPARATE PROXY MATERIALS COMPLYING
WITH THE REQUIREMENTS OF SECTION 14(A) OF THE EXCHANGE ACT.
CREDIT AGREEMENT
According to the Company's Current Report on Form 8-K dated October 8, 1993
(the "Company 8-K"), the Company entered into a Credit Agreement dated as of
December 3, 1993 with Continental Bank, as Agent, and various other financial
institutions (the "Credit Agreement"). According to the Company 8-K, the Credit
Agreement provides the Company with (i) a term loan of $30 million, which was
substantially used to finance various business acquisitions and (ii) a revolving
line of credit of $15 million. The Credit Agreement provides that an "Event of
Default" shall occur under the Credit Agreement if any person or group of
persons (within the meaning of Section 13 or 14 of the Exchange Act) shall
acquire beneficial ownership (within the meaning of Rule 13d-3 promulgated by
the Commission under the Exchange Act) of 20% or more of the outstanding Shares.
Upon an Event of Default, all amounts outstanding under the Credit Agreement
will become immediately due and payable. Consummation of the Offer may give rise
to an Event of Default under the Credit Agreement. In that event, Crane or
Purchaser may loan to the Company the funds required to repay such indebtedness
(see Section 12). The foregoing summary of the provisions of the Credit
Agreement is qualified in its entirety by reference to the Company 8-K, and the
Credit Agreement attached as an exhibit thereto, which may be obtained in the
manner set forth in Section 8 (except that copies may not be available at
regional offices of the Commission).
DELAWARE BUSINESS COMBINATION LAW
Section 203 of the Delaware Law provides that a Delaware corporation such as
the Company may not engage in any Business Combination (defined to include a
variety of transactions, including a merger) with any Interested Stockholder
(defined generally as any person that, directly or indirectly, beneficially owns
15% or more of the outstanding voting stock of the corporation), or any
affiliate of an Interested Stockholder, for three years after the date on which
the Interested Stockholder became an Interested Stockholder. The three-year
prohibition on Business Combinations with Interested Stockholders (the "Business
Combination Prohibition") does not apply if certain conditions, described below,
are satisfied. Section 203 of the Delaware Law provides that a "beneficial
owner" of voting stock includes any person who, individually or together with
any of its affiliates or associates, has (i) the right to acquire voting stock
(whether such right is exercisable immediately or only after the passage of
time) pursuant to any agreement, arrangement or understanding or upon the
exercise of conversion rights, exchange rights, warrants or options or
otherwise, (ii) the right to vote such stock
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pursuant to any agreement, arrangement or understanding, or (iii) any agreement,
arrangement or understanding for the purposes of acquiring, holding, voting or
disposing of such stock with any other person that beneficially owns, directly
or indirectly, such stock.
The Business Combination Prohibition does not apply to a particular Business
Combination between a corporation and a particular Interested Stockholder if (i)
prior to the date such Interested Stockholder became an Interested Stockholder,
the board of directors of such corporation approves either the Business
Combination or the transaction which resulted in the stockholder becoming an
Interested Stockholder, or (ii) upon consummation of the transaction which
resulted in the stockholder becoming an Interested Stockholder, the Interested
Stockholder owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced, excluding for purposes of
determining the number of shares outstanding those shares owned by (x) persons
who are directors and also officers and (y) employee stock plans in which
employee participants do not have the right to determine confidentially whether
shares held subject to the plan will be tendered in a tender or exchange offer,
or (iii) on or subsequent to the date the stockholder becomes an Interested
Stockholder, the Business Combination is approved by the board of directors of
such corporation and authorized at an annual or special meeting of stockholders
by the affirmative vote of at least 66 2/3% of the outstanding voting stock
which is not owned by the Interested Stockholder.
The restrictions contained in Section 203 of the Delaware Law do not apply
to a Business Combination that is proposed prior to the consummation or
abandonment of and subsequent to the earlier of the public announcement or the
notice required under Section 203 of the Delaware Law of a proposed transaction
which (i) constitutes a merger or consolidation of the corporation; (ii) is with
or by a person who either was not an Interested Stockholder during the previous
three years or who became an Interested Stockholder with the approval of the
corporation's board of directors; and (iii) is approved or not opposed by a
majority of the members of the board of directors then in office who were
directors (or certain successors thereto) prior to any person becoming an
Interested Stockholder. Assuming, as Purchaser believes, that Danaher was not an
Interested Stockholder at the time the Board of Directors of the Company
approved the Danaher Agreement, the Purchaser believes that the Business
Combination Prohibition is not applicable to the Offer or the Proposed Merger.
The foregoing summary of Section 203 of the Delaware Law does not purport to
be complete and is qualified in its entirety by reference to the provisions of
Section 203 of the Delaware Law.
APPRAISAL RIGHTS
No appraisal rights are available in connection with the Offer. Holders of
Shares will be entitled to appraisal rights in connection with the Proposed
Merger if at the record date with respect to the Proposed Merger certain
requirements are satisfied.
Under Section 262 of the Delaware Law, appraisal rights are not available
for the shares of any class or series of stock which, at the record date fixed
to determine the stockholders entitled to receive notice of and to vote at the
meeting of stockholders to act upon the agreement of merger, were either (i)
listed on a national securities exchange or designated as a national market
system security on an inter-dealer quotation system by the NASD or (ii) held of
record by more than 2,000 stockholders, unless the holders of such class or
series of stock are required by the terms of such agreement to accept for such
stock anything except (w) shares of stock of the corporation surviving or
resulting from such merger, (x) shares of stock of any other corporation which
at the effective date of the merger will be either listed on a national
securities exchange or designated as a national market system security on an
interdealer quotation system by the NASD or held of record by more than 2,000
stockholders, (y) cash in lieu of fractional shares of the corporations
described in clauses (w) and (x) or (z) any combination of the shares of stock
and cash in lieu of fractional shares described in clauses (w), (x) and (y).
Thus, if the constituent corporations to the Proposed Merger were the Company
and the Purchaser and the consideration to be paid in the Proposed Merger
consisted entirely of cash, appraisal rights would be available to holders of
Shares pursuant to the Proposed Merger. Stockholders of the Company may have
certain rights under Section 262 of the Delaware Law to dissent and demand
appraisal of, and payment in cash of the fair value of, their Shares. Such
rights, if the statutory
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procedures were complied with, could lead to a judicial determination of the
fair value (excluding any element of value arising from the accomplishment or
expectation of the Proposed Merger) required to be paid in cash to such
dissenting holders for their Shares. Any such judicial determination of the fair
value of Shares could be based upon considerations other than, or in addition
to, the price paid in the Offer and the market value of the Shares, including
asset values and the investment value of the Shares. The value so determined
could be more or less than the purchase price per Share pursuant to the Offer or
the consideration per Share to be paid in the Proposed Merger.
In addition, several decisions by Delaware courts have held that, in certain
instances, a controlling stockholder of a corporation involved in a merger has a
fiduciary duty to the other stockholders that requires the merger to be fair to
such other stockholders. In determining whether a merger is fair to minority
stockholders, the Delaware courts have considered, among other things, the type
and amount of consideration to be received by the stockholders and whether there
were fair dealings among the parties. Although the remedies of rescission or
rescissory damages are possible in an action challenging a merger as a breach of
fiduciary duty, decisions of the Delaware courts have indicated that in most
cases the remedy available in a merger that is found not to be "fair" to
minority stockholders is a damages remedy based on essentially the same
principles as an appraisal.
THE FOREGOING SUMMARY OF THE RIGHTS OF OBJECTING STOCKHOLDERS DOES NOT
PURPORT TO BE A COMPLETE STATEMENT OF THE PROCEDURES TO BE FOLLOWED BY
STOCKHOLDERS DESIRING TO EXERCISE ANY AVAILABLE DISSENTERS' RIGHTS. The
preservation and exercise of dissenters' rights require strict adherence to the
applicable provisions of the Delaware Law.
THE RIGHTS
The Rights are described in the Company's Registration Statement on Form
8-A, dated August 7, 1989 (the "Company 8-A"). According to the Company 8-A, the
Company issued to each record holder of Shares one Right for each outstanding
share of Common Stock held of record by such holder at the close of business on
August 7, 1989. When exercisable, unless adjusted in accordance with the Rights
Agreement, each Right entitles the registered holder to purchase from the
Company one one-thousandth of one share (each a "Rights Share") of Series A
Junior Participating Preferred Stock (the "Series A Stock") at a price of $26
per one one-thousandth of a share (the "Right Price"), subject to adjustment.
According to the Company's Certificate of Designation, Preferences, and Rights
of Series A Junior Participating Preferred Stock, each Rights Share participates
equally with the Common Stock in dividends (in addition to being entitled to a
preferred dividend), to vote with the Common Stock and has priority in the
liquidation of the Company.
According to the Company 8-A, the Rights are exercisable during the period
(the "Exercise Period") (a) from, but not including, the fifth Business Day (as
defined in the Rights Agreement) after the date upon which the Company's Chief
Executive Officer shall first actually realize (i) that a person has become a
Major Owner (as defined in the Rights Agreement) and (ii) that such circumstance
will be sufficient (absent affirmative action by the Company's Board of
Directors) to cause the Exercise Period to occur, provided that the Board of
Directors of the Company may defer such Exercise Period, and (b) to, but not
including, the earlier to occur of (w) the Redemption Date (as defined in the
Rights Agreement) for such Right, (x) the Exchange Date (as defined in the
Rights Agreement) for such Right, (y) the date after issuance of such Right upon
which the Company shall acquire ownership of such Right, or (z) August 1, 1999.
According to the Company 8-A, the Rights Agreement provides that prior to
the close of business on the Separation Date: (a) the Share Certificates will be
deemed to evidence the associated Rights and no separate Rights Certificates
will be issued; (b) the record owner of such Shares will also be the record
owner of the associated Rights; (c) the transfer of an interest in such Shares
will automatically constitute a transfer of an identical interest in the
associated Rights; and (d) the associated Rights will in all other respects be
inseparable from such Shares. "Separation Date" means the fifth Business Day
after the date upon which the Company's Chief Executive Officer shall first
actually realize (i) that any person has a Control Percentage (as defined in the
Rights Agreement) of 15% or more or that any tender offer or exchange offer has
been commenced after the consummation of which any person
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making such offer would have a Control Percentage of at least 15% if all shares
which it is possible to tender in response to such offer were tendered and if
the persons making such offer purchased all shares which they would under such
circumstances be entitled to purchase by means of such offer and (ii) that such
circumstances will be sufficient (absent affirmative action by the Company's
Board of Directors) to cause the Separation Date to occur, provided that prior
to the date which would otherwise have constituted the Separation Date, the
Company's Board of Directors may designate any other date as the Separation
Date.
According to the Company 8-A, each Right outstanding at the Exercise Period
Initiation Date (as defined in the Rights Agreement), will be adjusted as of
that time so that (i) the Purchase Price Per Share (as defined in the Rights
Agreement) in effect immediately after such adjustment will be equal to one-half
of the Average Fair Market Price Per Share (as defined in the Rights Agreement)
for the Shares calculated as of the Exercise Period Initiation Date and (ii) the
number of share units purchasable with every individual Right immediately after
the Exercise Period Initiation Date shall be equal to the quotient derived by
dividing $26 by the Purchase Price Per Share as constituted after making the
adjustment prescribed by clause (i) of this sentence. Until and unless an
adjustment is made under the Rights Agreement, the term "share unit" as used in
the preceding sentence means .001 share of Series A Stock. The adjustment
otherwise required by reason of the occurrence of the Exercise Period Initiation
Date will not be made unless the effect of such adjustment would be to decrease
the purchase price per Share in effect immediately prior to such adjustment.
According to the Company 8-A, in the event that Certain Take-Out events (as
defined in the Rights Agreement) occur, including if the Company were to be
acquired in a merger or other business combination or more than 50% of the fair
market value or earning power of the Company and its subsidiaries were sold or
transferred, each holder of a Right will have the right to receive that number
of shares of common stock of the Principal Acquirer (as defined in the Rights
Agreement) equal to the quotient obtained by dividing $26 by 50% of the Average
Market Price Per Share of the Principal Acquirer at a purchase price equal to
50% of such Average Market Price Per Share. Such Principal Acquirer will
thereafter be liable for, and will assume, by virtue of such Take-Out, all of
the obligations and duties of the Company pursuant to the Rights Agreement.
According to the Company 8-A, the Company may redeem the Rights for $.01 per
Right ("Redemption Price") pursuant to the Rights Agreement. Immediately upon
the action of the Board of Directors of the Company authorizing redemption of
the Rights, such Rights will cease to be outstanding, will cease to be
exercisable and will cease to convey any right to its holder other than the
right to receive the Redemption Price.
The foregoing summary of the Rights Agreement does not purport to be
complete and is qualified in its entirety by reference to the Company 8-A and
the text of the Rights Agreement as set forth as an exhibit thereto, filed with
the Commission, copies of which may be obtained in the manner set forth in
Section 8.
By letter dated March 22, 1994, the Company informed Tyco that its Board of
Directors had on that date "resolved that if Tyco initiates an all-cash
all-Shares tender offer at $19 per Share or higher on or before April 4, 1994,
then (i) that tender offer and any merger which shall follow within six months
after conclusion of the Offer providing remaining stockholders with at least the
same consideration per share as the consideration paid in the tender offer will
be deemed to have been approved by the Board today to the extent necessary so
that the provisions of Section 203 of the Delaware General Corporation Law will
not apply to that merger and (ii) neither that tender offer nor such merger will
cause Mark Controls' outstanding stock purchase rights to become exercisable."
Tyco did commence a tender offer complying with such parameters on March 24,
1994. Purchaser's Offer also complies with those parameters, and Purchaser
believes that the Company must accord to Purchaser essentially the same
treatment as that accorded Tyco with respect to the Rights.
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"GOING PRIVATE" TRANSACTIONS
The Proposed Merger would have to comply with any applicable federal law
operative at the time of its consummation. The Commission has adopted Rule 13e-3
under the Exchange Act which is applicable to certain "going private"
transactions and which may under certain circumstances be applicable to the
Proposed Merger. However, Rule 13e-3 would be inapplicable if (i) the Shares are
deregistered under the Exchange Act prior to the Proposed Merger or other
business combination or (ii) the Proposed Merger or other business combination
is consummated within one year after the purchase of the Shares pursuant the
Offer and the amount paid per Share in the Proposed Merger or other business
combination is at least equal to the amount paid per Share in the Offer. If
applicable, Rule 13e-3 requires, among other things, that certain financial
information concerning the fairness of the Proposed Merger and the consideration
offered to minority stockholders in such transaction be filed with the
Commission and disclosed to stockholders prior to the consummation of the
Proposed Merger.
12. SOURCE AND AMOUNT OF FUNDS. The total amount of funds required to
purchase all Shares that may be tendered pursuant to this Offer, to consummate
the Proposed Merger, to pay fees and expenses relating to the Offer and the
Proposed Merger, and to repay, if necessary, indebtedness of the Company
approximating $38 million which may be accelerated upon consummation of the
Offer, is expected to approximate $123.8 million. The Company has received
commitment letters from four banks for a 3-year revolving credit facility in
amounts of $25 million each and aggregating $100 million. Borrowings can be made
under this facility, subject to execution of a definitive loan agreement, at any
time for general corporate purposes, including acquisitions. The facility calls
for a commitment fee ranging from .15% to .325%, depending upon Crane's credit
rating at the time of the takedown of the borrowings under the facility. The
interest rates are based upon a margin above the stated London Interbank
Offering Rate (LIBOR) for any given maturity (at margin ranges from .225% to
.4375%) or upon a margin above the CD Rate for any given maturity (at margin
ranges from .35% to .5625%), each depending upon the Company's credit rating at
the time of the takedown of the borrowings under the facility. As of the date of
the Offer, the entire $100 million in committed long term credit remains
available to Crane Co., subject to execution of a definitive loan agreement.
In addition, Crane has established uncommitted, multi-purpose money market
borrowing lines with each of nine banks, ranging in amount from $10 million to
$50 million and aggregating $245 million. Borrowings can be made at any time or
from time to time under each of these lines, up to the principal amount thereof,
for general corporate purposes, including acquisitions. The precise terms of
each borrowing, including interest rate and maturity are determined at the time
of takedown. The interest rates are based upon a margin (agreed upon at the time
of the borrowing) above or below a stated market index-offered rate available
from the lending banks at the time of the takedown. Borrowings are made at
durations of overnight and up to 180 days. Borrowings are unsecured. As of the
close of business on March 29, 1994, $129 million principal amount of borrowings
were outstanding under these lines, with a weighted average interest rate of
3.7508%. The cost of future borrowings under these lines will depend on market
conditions, the amount and maturity of the borrowing and credit considerations
deemed relevant by the lending bank.
Crane anticipates borrowing funds from both of the above referenced sources
to pay all costs and expenses relating to the Offer and the Proposed Merger. It
is anticipated that borrowings under these lines in connection with the Offer
will be repaid from internally-generated funds, from further borrowings under
these lines of credit, or from the proceeds of issuance of other debt securities
which the Company may issue from time to time in the future. Decisions with
respect to application of internally-generated funds, further borrowings under
existing lines of credit and issuance of additional debt securities from time to
time in the future will be based on a variety of factors, including interest
rates and other economic conditions prevailing at the time.
13. DIVIDENDS AND DISTRIBUTIONS. If, on or after February 28, 1994, the
Company should (a) split, combine or otherwise change the Shares or its
capitalization, (b) acquire presently outstanding Shares or otherwise cause a
reduction in the number of Shares, (c) issue or sell additional Shares (other
than
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the issuance of Shares reserved for issuance as of February 28, 1994, under
option and employee stock purchase plans in accordance with their terms as
publicly disclosed as of February 28, 1994) or any shares of any other class of
capital stock, other voting securities or any securities convertible into or
exchangeable for, or rights, warrants or options, conditional or otherwise, to
acquire, any of the foregoing, or (d) disclose that it has taken such action,
then, without prejudice to the Purchaser's rights under Sections 1 and 14, the
Purchaser, in its sole discretion, may make such adjustments in the purchase
price and other terms of the Offer and the Proposed Merger as it deems
appropriate to reflect such split, combination or other change, including,
without limitation, the number or type of securities offered to be purchased and
the consideration to be paid therefor.
If Shares are purchased pursuant to the Offer, and, on or after February 28,
1994, the Company should declare, pay or distribute any cash or stock dividend
on the Shares or any distribution (including, without limitation, the issuance
of additional Shares pursuant to a stock dividend or stock split, the issuance
of other securities or the issuance of rights (other than the separation of the
Rights from the Shares) for the purchase of any securities) with respect to the
Shares or Rights (other than the Redemption Price) that is payable or
distributable to stockholders of record on a date prior to the transfer into the
name of the Purchaser or its nominees or transferees on the Company's stock
transfer records of the Shares purchased pursuant to the Offer, then, without
prejudice to the Purchaser's rights under Sections 1 and 14, (i) the purchase
price per Share payable by the Purchaser pursuant to the Offer shall be reduced
by the amount of any such cash dividend or cash distribution and (ii) any such
noncash dividend, distribution, issuance, proceeds or right to be received by
the tendering stockholders shall (a) be received and held by the tendering
stockholders for the account of the Purchaser and will be required to be
promptly remitted and transferred by each tendering stockholder to the
Depositary for the account of the Purchaser, accompanied by appropriate
documentation of transfer, or (b) at the direction of the Purchaser, be
exercised for the benefit of the Purchaser, in which case the proceeds of such
exercise will promptly be remitted to the Purchaser. Pending such remittance and
subject to applicable law, the Purchaser will be entitled to all rights and
privileges as owner of any such noncash dividend, distribution, issuance,
proceeds or right and may withhold the entire purchase price or deduct from the
purchase price the amount of value thereof, as determined by the Purchaser in
its sole discretion.
14. CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other provision
of the Offer, and in addition to (and not limitation of) the Purchaser's rights
to extend and amend the Offer at any time in its sole discretion, the Purchaser
shall not be required to accept for payment or, subject to any applicable rules
and regulations of the Commission, including Rule 14e-1(c) under the Exchange
Act (relating to the Purchaser's obligation to pay for or return tendered Shares
promptly after termination or withdrawal of the Offer), pay for any Shares
tendered and may delay the acceptance for payment of or, subject to the
restriction referred to above, payment for, any Shares tendered, and may amend
or terminate the Offer (whether or not any Shares have theretofore been
purchased or paid for) if, in the sole judgment of the Purchaser, (i) any of the
conditions to consummation of the Offer set forth in the Introduction to this
Offer to Purchase (relating to the Minimum Number of Shares Condition, the
Rights Condition and the Section 203 Condition) has not been satisfied; or (ii)
at any time on or after March 29, 1994 and before acceptance for payment of, or
payment for, such Shares any of the following events shall occur or shall be
deemed by Crane or the Purchaser to have occurred:
(a) there shall have been threatened, instituted or pending any action,
proceeding, application or counterclaim by or before any court or
governmental, regulatory or administrative agency, authority or tribunal,
domestic, foreign or supranational (other than actions, proceedings,
applications or counterclaims filed or initiated by Crane or the Purchaser),
which (i) seeks to challenge the acquisition by the Purchaser of the Shares,
restrain, prohibit or delay the making or consummation of the Offer or the
Proposed Merger or any other merger or business combination involving the
Purchaser or any of its affiliates and the Company or any of its
subsidiaries, prohibit the performance of any of the contracts or other
agreements entered into by Crane or any of its affiliates in connection with
the acquisition of the Company, or obtain any damages in connection with any
of the foregoing, (ii) seeks to make the purchase of, or payment for, some
or all of the
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Shares pursuant to the Offer, the Proposed Merger or otherwise, illegal,
(iii) seeks to impose limitations on the ability of the Purchaser, Crane or
the Company or any of their respective affiliates or subsidiaries
effectively to acquire or hold, or requiring the Purchaser, Crane or the
Company or any of their respective affiliates or subsidiaries to dispose of
or hold separate, any portion of the assets or the business of the
Purchaser, Crane or their affiliates or the Company or its subsidiaries, or
impose limitations on the ability of the Purchaser, Crane or the Company or
any of their respective affiliates or subsidiaries to continue to conduct,
own or operate all or any portion of their businesses and assets as
heretofore conducted, owned or operated, (iv) seeks to impose or may result
in material limitations on the ability of the Purchaser or Crane or their
affiliates to exercise full rights of ownership of the Shares purchased by
them, including, but not limited to, the right to vote the Shares purchased
by them on all matters properly presented to the stockholders of the
Company, or the right to vote any shares of capital stock of any subsidiary
directly or indirectly owned by the Company, (v) may result in a material
diminution in the benefits expected to be derived by the Purchaser and Crane
as a result of the transactions contemplated by the Offer, including the
Proposed Merger, (vi) seeks to impose voting, procedural, price or other
requirements in addition to those under the Delaware Law and federal
securities laws (each as in effect on the date of this Offer to Purchase) or
any material condition to the Offer that is unacceptable to the Purchaser or
Crane or (vii) challenges or adversely affects the financing of the Offer or
the Proposed Merger; or
(b) other than the application of any waiting periods under the HSR Act,
and the necessity for approvals and other actions by any domestic, foreign
or supranational governmental, administrative or regulatory agency,
authority or tribunal described in paragraph (k) below, there shall have
been proposed, sought, promulgated, enacted, entered, enforced or deemed
applicable to the Offer or the Proposed Merger by any domestic, foreign or
supranational government or any governmental, administrative or regulatory
authority or agency or by any court or tribunal, domestic, foreign or
supranational, any statute, rule, regulation, judgment, decree, order or
injunction that might, directly or indirectly, result in any of the
consequences referred to in clauses (i) through (vii) of paragraph (a)
above; or
(c) any change (or any condition, event or development involving a
prospective change) shall have occurred or be threatened in the business,
properties, assets, liabilities, capitalization, stockholders' equity,
condition (financial or otherwise), operations, licenses or franchises,
results of operations or prospects of the Company or any of its
subsidiaries, or in general economic or financial market conditions in the
United States or abroad, which are or may be materially adverse to the
Company or any of its subsidiaries or its stockholders, or the market price
of, or trading in, the Shares, or the Purchaser shall have become aware of
any facts which are or may be materially adverse with respect to the value
of the Company or any of its subsidiaries or the value of the Shares to the
Purchaser and Crane or any of their affiliates; or
(d) there shall have occurred (i) any general suspension of trading in,
or limitation on prices for, securities on any national securities exchange
or in the over-the-counter market in the United States, (ii) the declaration
of a banking moratorium or any suspension of payments in respect of banks in
the United States, (iii) any material adverse change (or any existing or
threatened condition, event or development involving a prospective material
adverse change) in United States or any other currency exchange rates or a
suspension of, or a limitation on, the markets therefor, (iv) the
commencement of a war, armed hostilities or other international or national
calamity directly or indirectly involving the United States, (v) any
limitations (whether or not mandatory) imposed by any governmental authority
on, or any event which might have material adverse significance with respect
to, the nature or extension of credit or further extension of credit by
banks or other lending institutions, (vi) any significant adverse change in
securities or financial markets in the United States or abroad, including,
without limitation, a decline of at least 15% in either the Dow Jones
Average of Industrial Stocks or the Standard & Poor's 500 Index from that
existing at the close of business on March 29, 1994 or (vii) in the case of
any of the foregoing, a material acceleration or worsening thereof; or
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(e) the Company or any of its subsidiaries shall have (i) issued,
distributed, pledged or sold, or authorized, proposed or announced the
issuance, distribution, pledge or sale of (A) any shares of capital stock of
any class (including, without limitation, the Shares), or securities
convertible into or exchangeable for any such shares, or any rights (other
than the Rights), warrants, or options to acquire any such shares or
convertible or exchangeable securities, other than the issuance of Shares
reserved for issuance on December 31, 1993 pursuant to the exercise of then
outstanding stock options or the employee stock purchase plan of the Company
(in each case in accordance with the publicly disclosed terms thereof on
such date) or (B) any other securities in respect of, in lieu of, or in
substitution for, Shares outstanding on March 29, 1994, (ii) purchased or
otherwise acquired or caused a reduction in, or proposed or offered to
purchase or otherwise acquire, any Shares or other securities of the Company
(except for redemption of the Rights in accordance with the terms of the
Rights Agreement), (iii) declared or paid any dividend or distribution on
any shares of capital stock (other than a distribution of the Rights
Certificates in accordance with the terms of the Rights Agreement and, in
the event the Rights are redeemed, the Redemption Price), or issued, or
authorized, recommended or proposed the issuance of, or any other
distribution in respect of, any share of capital stock, whether payable in
cash, securities or other property, or altered or proposed to alter any
material term of any outstanding security, (iv) issued, distributed or sold,
or authorized or proposed the issuance, distribution or sale of any debt
securities or any securities convertible into or exchangeable for debt
securities or any rights, warrants or options entitling the holder thereof
to purchase or otherwise acquire any debt securities, or incurred, or
authorized or proposed the incurrence of, any debt other than in the
ordinary course of business and consistent with past practice, or any debt
containing burdensome covenants, (v) authorized, recommended, proposed or
publicly announced its intention to enter into or cause (A) any merger
(other than the Proposed Merger), consolidation, liquidation, dissolution,
business combination, joint venture, acquisition of assets or securities
(other than a redemption of the Rights) or disposition of assets or
securities other than in the ordinary course of business, (B) any material
change in its capitalization, (C) any release or relinquishment of any
material contract rights or (D) any comparable event not in the ordinary
course of business, (vi) authorized, recommended or proposed or announced
its intention to authorize, recommend or propose any transaction which could
adversely affect the value of the Shares, (vii) proposed, adopted or
authorized any amendment (other than any amendment which delays the
Separation Date) to its Charter or Bylaws or similar organization documents
or the Rights Agreement or (viii) agreed in writing or otherwise to take any
of the foregoing actions, or the Purchaser or Crane shall have learned about
any such action which shall not have been previously publicly disclosed by
the Company; or
(f) a tender or exchange offer for some portion or all of any
outstanding securities of the Company or any of its subsidiaries (including
the Shares or Rights) shall have been publicly proposed to be made or shall
have been made by another person (including the Company or any of its
subsidiaries or affiliates), or there shall have been announced any increase
in the tender offer price or material change in the terms or conditions with
respect to either the Danaher Tender Offer or the Tyco Tender Offer, or it
shall have been publicly disclosed or the Purchaser or Crane shall have
learned that (i) any person, entity or "group" (as defined in Section
13(d)(3) of the Exchange Act) shall have acquired or proposed to acquire
more than 5% of any class or series of capital stock of the Company
(including the Shares or Rights) or its subsidiaries or shall have been
granted any option or right to acquire more than 5% of any class or series
of capital stock of the Company (including the Shares or Rights) or its
subsidiaries, other than acquisitions of Shares for bona fide arbitrage
positions, (ii) any such person, entity or group which has publicly
disclosed any such ownership of more than 5% of any class or series of
capital stock of the Company (including the Shares or Rights) or its
subsidiaries prior to March 29, 1994 shall have acquired or proposed to
acquire additional shares of any class or series of capital stock of the
Company (including the Shares or Rights) or its subsidiaries constituting
more than 1% of such class or series or shall have been granted any option
or right to acquire more than 1% of such class
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or series of capital stock of the Company (including the Shares or Rights)
or its subsidiaries, (iii) any person, entity or "group" (as defined in
Section 13(d)(3) of the Exchange Act) which has publicly disclosed ownership
of more than 5% of the Shares prior to March 29, 1994, including Shares
acquired for bona fide arbitrage positions, shall have acquired or proposed
to acquire, including through formation of such a group or augmentation of
such a group, additional Shares so as to increase such ownership to in
excess of 10% of the Shares, (iv) any group shall have been formed which
beneficially owns more than 5% of any class or series of capital stock of
the Company (including the Shares or Rights) or its subsidiaries, (v) any
person, entity or group shall have entered into a definitive agreement or an
agreement in principle or made a proposal with respect to a tender offer or
exchange offer for the Shares or Rights or a merger, consolidation or other
business combination with or involving the Company or its subsidiaries, or
there shall have been announced any material change in the terms or
conditions of the Danaher Agreement, or (vi) any person, entity or group
shall have filed a Premerger Notification and Report Form under the HSR Act
in order to, or made a public announcement reflecting an intent to, acquire
the Company or assets or securities of the Company or its subsidiaries; or
(g) (i) the Company, the Purchaser and Crane shall have reached an
agreement or understanding that the Offer be terminated or amended or the
payment for Shares be postponed pursuant thereto, or (ii) the Purchaser,
Crane or any of their affiliates shall have entered into a definitive
agreement or announced an agreement in principle with respect to the
Proposed Merger or any other business combination with the Company or any of
its affiliates or the purchase of any material portion of the securities or
assets of the Company or any of its subsidiaries; or
(h) the Company or any of its subsidiaries shall have entered into any
employment, severance or similar agreement, arrangement or plan with or for
the benefit or any of its employees or entered into or amended any
agreements, arrangements or plans so as to provide for increased or
accelerated payment or funding of the benefits to any such employees as a
result of or in connection with the transactions contemplated by the Offer
or the Proposed Merger or otherwise amended any such agreement, arrangement
or plan to make the same more favorable to any such employee, or the
Purchaser or Crane shall have learned about any such action which shall not
have been previously publicly disclosed by the Company; or
(i) the Purchaser or Crane shall become aware (i) that any material
contractual right of the Company or any of its subsidiaries shall be
impaired or otherwise adversely affected or that any material amount of
indebtedness of the Company or any of its subsidiaries shall become
accelerated or otherwise become due or become subject to acceleration prior
to its stated due date, in any case with or without notice or the lapse of
time or both as a result of or in connection with the transactions
contemplated by the Offer or the Proposed Merger or (ii) of any covenant,
term or condition in any of the Company's or any of its subsidiaries'
instruments or agreements that has or may have (whether considered alone or
in the aggregate with other covenants, terms or conditions) a material
adverse effect on (A) the business, properties, assets, liabilities,
capitalization, stockholders' equity, condition (financial or otherwise),
operations, licenses or franchises, results of operations or prospects of
the Company or any of its subsidiaries (including, but not limited to, any
event of default that may ensue as a result of the consummation of the Offer
or the acquisition of control of the Company or any of its subsidiaries or
the Proposed Merger), (B) the value of the Shares in the hands of Crane, the
Purchaser or any of their affiliates or (C) the consummation by the
Purchaser or any of its affiliates of the Proposed Merger or any other
business combination involving the Company; or
(j) except as may be required by law, the Company or any of its
subsidiaries shall have taken any action to terminate or amend any employee
benefit plan (as defined in Section 3(2) of the Employment Retirement Income
Security Act of 1974, as amended) of the Company or any of its subsidiaries,
or the Purchaser or Crane shall have learned of any such action or possible
action which shall not have been previously publicly disclosed by the
Company; or
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(k) any waiting periods under the HSR Act applicable to the purchase of
the Shares pursuant to the Offer shall not have expired or been terminated,
or any other approval, permit, authorization, consent or other action of any
domestic (federal or state), foreign or supranational governmental,
administrative or regulatory agency, authority or tribunal (including those
described in Section 15) shall not have been obtained on terms satisfactory
to Crane in its sole discretion;
which, in the sole judgment of Crane and the Purchaser, in any case, and
regardless of the circumstances (including any action or inaction by Crane or
the Purchaser or their affiliates) giving rise to any such condition, makes it
inadvisable to proceed with the Offer or with such acceptance for payment or
payment for Shares.
The foregoing conditions are for the sole benefit of the Purchaser, Crane
and their affiliates and may be asserted by the Purchaser or Crane regardless of
the circumstances (including, without limitation, any action or inaction by the
Purchaser or Crane or their affiliates) giving rise to any such condition or may
be waived by the Purchaser or Crane in whole or in part from time to time in
their sole discretion. The failure by the Purchaser or Crane at any time to
exercise any of the foregoing rights shall not be deemed a waiver of any such
right and each such right shall be deemed an ongoing right and may be asserted
at any time and from time to time. Any determination by the Purchaser or Crane
concerning any of the events described in this Section 14 shall be final and
binding on all parties.
15. CERTAIN LEGAL MATTERS; REQUIRED REGULATORY APPROVALS. Except as set
forth in this Offer to Purchase, based on a review of publicly available filings
by the Company with the Commission and other publicly available information
regarding the Company, the Purchaser and Crane are not aware of any licenses or
regulatory permits that would be material to the business of the Company, and
its subsidiaries, taken as a whole, and that might be adversely affected by the
Purchaser's acquisition of Shares (and the indirect acquisition of the stock of
the Company's subsidiaries) as contemplated herein, or any filings, approvals or
other actions by or with any domestic, foreign or supranational governmental
authority or administrative or regulatory agency that would be required prior to
the acquisition of Shares (or the indirect acquisition of the stock of the
Company's subsidiaries) by the Purchaser pursuant to the Offer as contemplated
herein. Should any such approval or other action be required, there can be no
assurance that any such additional approval or action, if needed, would be
obtained without substantial conditions or that adverse consequences might not
result to the Company's business, or that certain parts of the Company's or
Crane's business might not have to be disposed of or held separate or other
substantial conditions complied with in order to obtain such approval or action
or in the event that such approvals were not obtained or such actions were not
taken. The Purchaser's obligation to purchase and pay for Shares is subject to
certain conditions, including conditions with respect to litigation and
governmental actions. See the Introduction and Section 14 for certain conditions
to the Offer, including with respect to litigation and governmental actions.
STATE TAKEOVER LAWS. A number of states (including Delaware, where the
Company is incorporated) have adopted takeover laws and regulations which
purport, to varying degrees, to be applicable to attempts to acquire securities
of corporations which are incorporated in such states or which have substantial
assets, security holders, principal executive offices or principal places of
business therein. To the extent that certain provisions of certain of these
state takeover statutes purport to apply to the Offer, the Purchaser believes
that such laws conflict with federal law and constitute an unconstitutional
burden on interstate commerce. In 1982, the Supreme Court of the United States,
in EDGAR V. MITE CORP., invalidated on constitutional grounds the Illinois
Business Takeovers Statute, which as a matter of state securities law, made
takeovers of corporations meeting certain requirements more difficult, and the
reasoning in such decision is likely to apply to certain other state takeover
statutes. In 1987, however, in CTS CORP. V. DYNAMICS CORP. OF AMERICA, the
Supreme Court of the United States held that the State of Indiana could, as a
matter of corporate law and, in particular, those aspects of corporate law
concerning corporate governance, constitutionally disqualify a potential
acquiror from
36
<PAGE>
voting on the affairs of a target corporation without the prior approval of the
remaining stockholders, provided that such laws were applicable only under
certain conditions. Subsequently, in TLX ACQUISITION CORP. V. TELEX CORP., a
Federal district court in Oklahoma ruled that the Oklahoma statutes were
unconstitutional insofar as they apply to corporations incorporated outside
Oklahoma in that they would subject such corporations to inconsistent
regulations. Similarly, in TYSON FOODS, INC. V. MCREYNOLDS, a Federal district
court in Tennessee ruled that four Tennessee takeover statutes are
unconstitutional as applied to corporations incorporated outside Tennessee. This
decision was affirmed by the United States Court of Appeals for the Sixth
Circuit. In December, 1988, a Federal district court in Florida held in GRAND
METROPOLITAN PLC V. BUTTERWORTH, that the provisions of the Florida Affiliated
Transactions Act and the Florida Control Share Acquisition Act were
unconstitutional as applied to corporations incorporated outside of Florida.
The Company, directly or through subsidiaries, conducts business in a number
of states throughout the United States, some of which have enacted "takeover"
laws. Except as described herein, the Purchaser has not attempted to comply with
any state takeover statutes in connection with the Offer. The Purchaser reserves
the right to challenge the validity or applicability of any state law allegedly
applicable to the Offer and nothing in this Offer to Purchase nor any action
taken in connection herewith is intended as a waiver of that right. In the event
that any state takeover statute is found applicable to the Offer, the Purchaser
might be unable to accept for payment or purchase Shares tendered pursuant to
the Offer or be delayed in continuing or consummating the Offer. In such case,
the Purchaser may not be obligated to accept for purchase, or pay for, any
Shares tendered. See Section 14.
ANTITRUST. Under the HSR Act, and the rules and regulations that have been
promulgated thereunder by the Federal Trade Commission (the "FTC"), certain
acquisition transactions may not be consummated until certain information and
documentary material has been furnished for review by the Antitrust Division of
the Department of Justice (the "Antitrust Division") and the FTC and certain
waiting period requirements have been satisfied. The acquisition of Shares
pursuant to the Offer is, and the Proposed Merger may be, subject to such
requirements. Crane is filing on April 4, 1994 a Premerger Notification and
Report Form with the Antitrust Division and the FTC in connection with the
purchase of Shares pursuant to the Offer and the Proposed Merger.
Under the provisions of the HSR Act applicable to the Offer, the purchase of
Shares pursuant to the Offer may not be consummated until the expiration of a
15-calendar day waiting period following the filing by Crane, unless such
waiting period is earlier terminated by the FTC and the Antitrust Division.
Accordingly, the waiting period under the HSR Act which is applicable to the
Offer will expire at 11:59 P.M., New York City time, on April 19, 1994, unless
Crane receives a request for additional information or documentary material. If,
within such 15-day waiting period, either the FTC or the Antitrust Division were
to request additional information or documentary material from Crane, the
waiting period would expire at 11:59 P.M., New York City time, on the tenth
calendar day after the date of substantial compliance with such request.
Thereafter, the waiting period could be extended only by court order or with the
consent of Crane. The additional 10-calendar day waiting period may be
terminated sooner by the FTC and the Antitrust Division. Although the Company is
required to file certain information and documentary material with the Antitrust
Division and the FTC in connection with the Offer, neither the Company's failure
to make such filings nor a request from the Antitrust Division or the FTC for
additional information or documentary material made to the Company will extend
the waiting period with respect to the Offer.
The Purchaser will not accept for payment Shares tendered pursuant to the
Offer unless and until the waiting period required imposed by the HSR Act with
respect to the Offer have been satisfied. See Section 14.
Pursuant to the HSR Act, Crane will request early termination of the waiting
period applicable to the Offer. There can be no assurance, however, that such
waiting period will be terminated early.
37
<PAGE>
The Antitrust Division and the FTC frequently scrutinize the legality under
the antitrust laws of transactions such as the acquisition of Shares by the
Purchaser pursuant to the Offer and the Proposed Merger. At any time before or
after the Purchaser's purchase of Shares, the Antitrust Division or the FTC
could take such action under the antitrust laws as either deems necessary or
desirable in the public interest, including seeking to enjoin the purchase of
Shares pursuant to the Offer, the divestiture of Shares purchased thereunder or
the divestiture of substantial assets of the Company or Crane. Private parties
as well as state attorneys general may also bring legal actions under the
antitrust laws under certain circumstances. See Section 14.
Based upon an examination of publicly available information relating to the
businesses in which the Company is engaged, the Purchaser and Crane believe that
the acquisition of Shares pursuant to the Offer and the Proposed Merger would
not violate the antitrust laws. The Purchaser and Crane believe that retention
of all of the operations of the Company and Crane should be permitted under the
antitrust laws. Nevertheless, there can be no assurance that a challenge to the
Offer on antitrust grounds will not be made or, if such challenge is made, what
the result will be. See Section 14.
16. CERTAIN FEES AND EXPENSES. Beacon Hill Partners, Inc. has been
retained by the Purchaser as Information Agent in connection with the Offer. The
Information Agent may contact holders of Shares by mail, telephone, telex,
telegraph and personal interview and may request brokers, dealers and other
nominee stockholders to forward material relating to the Offer to beneficial
owners. Customary compensation will be paid for all such services in addition to
reimbursement of reasonable out-of-pocket expenses. The Purchaser has agreed to
indemnify the Information Agent against certain liabilities and expenses,
including liabilities under the federal securities laws.
In addition, The Bank of New York has been retained as the Depositary. The
Depositary has not been retained to make solicitations or recommendations in its
role as Depositary. The Depositary will receive reasonable and customary
compensation for its services in connection with the Offer, will be reimbursed
for its reasonable out-of-pocket expenses and will be indemnified against
certain liabilities and expenses in connection therewith.
Except as set forth above, the Purchaser will not pay any fees or
commissions to any broker, dealer or other person (other than the Information
Agent) for soliciting tenders of Shares pursuant to the Offer. Brokers, dealers,
commercial banks and trust companies and other nominees will, upon request, be
reimbursed by the Purchaser for customary clerical and mailing expenses incurred
by them in forwarding materials to their customers.
17. MISCELLANEOUS. The Offer is not being made to (nor will tenders be
accepted from or on behalf of) holders of Shares residing in any jurisdiction in
which the making of the Offer or the acceptance thereof would not be in
compliance with the securities, blue sky or other laws of such jurisdiction.
However, the Purchaser may, in its discretion, take such action as it may deem
necessary to make the Offer in any jurisdiction and extend the Offer to holders
of Shares in such jurisdiction. In any jurisdiction where the securities, blue
sky or other laws require the Offer to be made by a licensed broker or dealer,
the Offer will be deemed to be made on behalf of the Purchaser by one or more
registered brokers or dealers that are licensed under the laws of such
jurisdiction.
Crane and the Purchaser have filed with the Commission a Tender Offer
Statement on Schedule 14D-1, together with exhibits, pursuant to Rule 14d-3 of
the General Rules and Regulations under the Exchange Act, furnishing certain
additional information with respect to the Offer, and may file amendments
thereto. Such Schedule 14D-1 and any amendments thereto, including exhibits, may
be examined and copies may be obtained from the office of the Commission in the
same manner as described in Section 8 with respect to information concerning the
Company, except that they will not be available at the regional offices of the
Commission.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION ON BEHALF OF THE PURCHASER OR CRANE NOT CONTAINED IN THIS OFFER
TO PURCHASE OR IN THE LETTER OF TRANSMITTAL AND, IF GIVEN OR MADE, ANY SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.
NEITHER
38
<PAGE>
THE DELIVERY OF THE OFFER TO PURCHASE NOR ANY PURCHASE PURSUANT TO THE OFFER,
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF CRANE, THE PURCHASER OR THE COMPANY SINCE THE DATE AS
OF WHICH INFORMATION IS FURNISHED OR THE DATE OF THIS OFFER TO PURCHASE.
CRANE ACQUISITION CORP.
March 30, 1994
39
<PAGE>
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF CRANE AND PURCHASER
The following table sets forth the name, business address and principal
occupation or employment at the present time and during the last five years, and
the name, principal business and address of any corporation or other
organization in which such employment is or was conducted, of each director and
executive officer of Crane. Except as otherwise noted, each such person is a
citizen of the United States and the business address of each such person is 100
First Stamford Place, Stamford, CT 06902. Except as otherwise noted, each
occupation set forth opposite a person's name refers to employment with Crane
and each such person has held such occupation for at least the past five years.
All directors and executive officers of the Purchaser are executive officers of
Crane and are identified in the table below.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND MATERIAL
OCCUPATIONS, OFFICES OR EMPLOYMENTS HELD DURING THE PAST
NAME AND BUSINESS ADDRESS FIVE YEARS
- -------------------------------------------------------- --------------------------------------------------------
<S> <C>
DIRECTORS:
Mone Anathan, III President, Filene's Basement, Inc., Boston, MA,
40 Walnut Street (Retailer).
Wellesley, MA 02181
E. Thayer Bigelow, Jr. President and Chief Executive Officer, Time Warner Cable
300 First Stamford Place Programming Inc., Stamford, CT., 1991 to present;
Stamford, CT 06902 President, Home Box Office, Inc. (cable programming and
entertainment), a subsidiary of Time Warner Inc., 1988
to 1991.
R.S. Evans Chairman and Chief Executive Officer of Crane; President
100 First Stamford Place 1987 to 1991 and since 1992;Chairman and Chief Executive
Stamford, CT 06902 Officer of Medusa Corporation.
Richard S. Forte President, Forte Cashmere Company, Inc., South Natick,
8A Pleasant Street MA (importer and manufacturer).
South Natick, MA 01760
Dorsey R. Gardner President, Kelso Management Co., Inc., Boston, MA
One Post Office Square (investment management).
Boston, MA 02109
Dwight C. Minton Chairman of the Board and Chief Executive Officer,
469 N. Harrison Street Church & Dwight Co., Inc., Princeton, NJ (manufacturer
Princeton, NJ 08543 of consumer and specialty products).
Charles J. Queenan, Jr. Partner, Kirpatrick & Lockhart, Pittsburgh, PA
1500 Oliver Building (attorneys at law).
Pittsburgh, PA 15222
Arthur A. Seeligson, Jr. Independent Oil Operator, Investments, San Antonio, TX.
4040 Broadway - Room 510
San Antonio, TX 78209
Boris Yavitz Former Paul Garrett Professor of Public Policy and
Old Canoe Place Road Business Responsibility and Dean Emeritus, Columbia
Hampton Bays, NY 11946 University Graduate School of Business, New York, NY.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
EXECUTIVE OFFICERS:
R. S. Evans Chairman, Chief Executive Officer and President.
President of the Purchaser and Director.
L. Hill Clark Executive Vice President, previously President, Lear
241 South Abbe Road Romec Division of Crane, 1990 to 1994; Plant Manager,
Elyria, OH 44035 Allied Signal Aerospace, 1982-1989.
Robert J. Muller, Jr. Executive Vice President, previously Vice President.
Paul R. Hundt Vice President, Secretary and General Counsel. Vice
President and Secretary of Purchaser and Director.
Anthony D. Pantaleoni Vice President--Environment, Health & Safety, previously
Director of Environmental, Health and Safety Audit
Programs of Hoechst Celanese; Director of Environmental,
Health and Safety Affairs of Specialty Chemicals Group.
Richard B. Phillips Vice President--Human Resources.
Michael L. Raithel Controller.
David S. Smith Vice President--Finance and Chief Financial Officer;
previously Vice President--Corporate Development;
previously Vice President of Corporate Finance, Bankers
Trust Company. Vice President of Purchaser and Director.
Gil A. Dickoff Treasurer, previously Assistant Treasurer. Treasurer of
Purchaser.
</TABLE>
2
<PAGE>
Facsimile copies of the Letter of Transmittal, properly completed and duly
executed, will be accepted. The Letter of Transmittal, Share Certificates and
any other required documents should be sent or delivered by each stockholder of
the Company or his or her broker, dealer, commercial bank, trust company or
other nominee to the Depositary at one of its addresses set forth below:
THE DEPOSITARY FOR THE OFFER IS:
THE BANK OF NEW YORK
<TABLE>
<S> <C> <C>
BY MAIL: BY HAND OR OVERNIGHT COURIER: BY FACSIMILE OR
TELEX:
The Bank of New York The Bank of New York Telex: 62763
Tender and Exchange Tender and Exchange Fax: (212) 815-6213
Department Department
P.O. Box 11248 101 Barclay Street FOR CONFIRMATION AND
Church Street Station Receive & Deliver Window OTHER INFORMATION:
New York, NY 10286-1248 Street Level (212) 815-5829
New York, NY 10286 Call Collect
</TABLE>
Questions and requests for assistance may be directed to the Information
Agent at its address and telephone number listed below. Additional copies of
this Offer to Purchase, the Letter of Transmittal and other tender offer
materials may be obtained from the Information Agent as set forth below, and
will be furnished promptly at the Purchaser's expense. You may also contact your
broker, dealer, commercial bank, trust company or other nominee for assistance
concerning the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
Beacon Hill Partners, Inc.
90 Broad Street
New York, NY 10004
Toll Free (800) 755-5001
<PAGE>
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED SERIES A STOCK PURCHASE RIGHTS)
OF
MARK CONTROLS CORPORATION
PURSUANT TO THE OFFER TO PURCHASE DATED MARCH 30, 1994 BY
CRANE ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
CRANE CO.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON APRIL 26, 1994, UNLESS THE OFFER IS EXTENDED.
THE DEPOSITARY FOR THE OFFER IS:
THE BANK OF NEW YORK
<TABLE>
<S> <C> <C>
BY MAIL: BY HAND OR OVERNIGHT COURIER: BY FACSIMILE OR
TELEX:
The Bank of New York The Bank of New York Telex: 62763
Tender and Exchange Tender and Exchange Fax: (212) 815-6213
Department Department
P.O. Box 11248 101 Barclay Street FOR CONFIRMATION AND
Church Street Station Receive & Deliver Window OTHER INFORMATION:
New York, NY 10286-1248 Street Level (212) 815-5829
New York, NY 10286 Call Collect
</TABLE>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION TO A NUMBER
OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be completed by stockholders either if
certificates for Shares (as defined below) are to be forwarded herewith or if
tenders of Shares are to be made by book-entry transfer to an account maintained
by The Bank of New York (the "Depositary") at The Depository Trust Company, the
Midwest Securities Trust Company or the Philadelphia Depository Trust Company
(each a "Book-Entry Transfer Facility" and collectively referred to as the
"Book-Entry Transfer Facilities") pursuant to the procedures set forth in
Section 3 of the Offer to Purchase (as defined below). Stockholders who tender
Shares by book-entry transfer are referred to herein as "Book-Entry
Stockholders."
Holders of Shares whose certificates for such Shares (the "Share
Certificates") are not immediately available or who cannot deliver their Share
Certificates and all other required documents to the Depositary prior to the
Expiration Date (as defined in Section 1 of the Offer to Purchase) or who cannot
complete the procedures for book-entry transfer on a timely basis must tender
their Shares according to the guaranteed delivery procedures set forth in
Section 3 of the Offer to Purchase. See Instruction 2. DELIVERY OF DOCUMENTS TO
A BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
<PAGE>
/ / CHECK HERE IF SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN
ACCOUNT MAINTAINED BY THE DEPOSITARY WITH A BOOK-ENTRY TRANSFER FACILITY AND
COMPLETE THE FOLLOWING:
<TABLE>
<S> <C>
Name of Tendering Institution: -----------------------------------
Check Box of Book-Entry Transfer Facility:----------------------------------
/ / The Depository Trust Company
/ / Midwest Securities Trust Company
/ / Philadelphia Depository Trust Company
Account Number:-----------------------------------
Transaction Code Number:-----------------------------------
</TABLE>
/ / CHECK HERE IF SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING.
PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY.
<TABLE>
<S> <C>
Name(s) of Registered Holder(s):-----------------------------------
Window Ticket Number (if any):-----------------------------------
Date of Execution of Notice of Guaranteed Delivery:---------------------------------
Name of Institution which Guaranteed Delivery:-----------------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C>
DESCRIPTION OF SHARES TENDERED
NAME(S) AND ADDRESS(ES)
OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS SHARE CERTIFICATE(S) AND SHARE(S) TENDERED
NAME(S) APPEAR(S) ON SHARE CERTIFICATE(S)) (ATTACH ADDITIONAL LIST, IF NECESSARY)
- ------------------------------------------- -----------------------------------------------------------
TOTAL NUMBER OF SHARES
SHARE CERTIFICATE REPRESENTED BY SHARE NUMBER OF SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED**
Total Shares
------------------- ---------------------- ----------------
------------------- ---------------------- ----------------
------------------- ---------------------- ----------------
<FN>
* Need not be completed by Book-Entry Stockholders.
** Unless otherwise indicated, it will be assumed that all Shares represented by certificates delivered
to the Depositary
are being tendered. See Instruction 4.
</TABLE>
NOTE: SIGNATURE(S) MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
<PAGE>
LADIES AND GENTLEMEN:
The undersigned hereby tenders to Crane Acquisition Corp., a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of Crane Co., a
Delaware corporation ("Crane"), the above-described shares of Common Stock, par
value $.01 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
purchase price of $19.50 per Share, net to the seller in cash without interest
thereon, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated March 30, 1994 (the "Offer to Purchase"), receipt of which is
hereby acknowledged, and in this Letter of Transmittal (which together
constitute the "Offer"). The undersigned understands that the Purchaser reserves
the right to transfer or assign, in whole or from time to time in part, to one
or more of its or Crane's affiliates, the right to purchase all or any portion
of the Shares tendered pursuant to the Offer.
Subject to, and effective upon, acceptance for payment of, or payment for,
Shares tendered herewith in accordance with the terms and subject to the
conditions of the Offer (including, if the Offer is extended or amended, the
terms or conditions of any such extension or amendment), the undersigned hereby
sells, assigns and transfers to, or upon the order of, the Purchaser all right,
title and interest in and to all of the Shares that are being tendered hereby
and any and all dividends, distributions, other Shares, rights (except the
Rights) or other securities issued or issuable in respect thereof on or after
March 30, 1994 and payable or distributable to the undersigned on a date prior
to the transfer to the name of the Purchaser or nominee or transferee of the
Purchaser on the Company's stock transfer records of the Shares tendered
herewith (a "Distribution"), and constitutes and appoints the Depositary the
true and lawful agent and attorney-in-fact of the undersigned with respect to
such Shares (and any Distributions), with full power of substitution (such power
of attorney being deemed to be an irrevocable power coupled with an interest),
to (i) deliver Share Certificates (and any Distributions), or transfer ownership
of such Shares (and any Distributions) on the account books maintained by a
Book-Entry Transfer Facility, together, in any such case, with all accompanying
evidences of transfer and authenticity to, or upon the order of, the Purchaser,
upon receipt by the Depositary, as the undersigned's agent, of the purchase
price (adjusted, if appropriate, as provided in the Offer to Purchase), (ii)
present such Shares (and any Distributions) for transfer on the books of the
Company and (iii) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Shares (and any Distributions), all in accordance
with the terms and subject to the conditions of the Offer.
All authority conferred or agreed to be conferred in this Letter of
Transmittal shall be binding upon successors, assigns, heirs, executors,
administrators and legal representatives of the undersigned and shall not be
affected by, and shall survive, the death or incapacity of the undersigned.
Except as stated in the Offer to Purchase, this tender is irrevocable.
The undersigned hereby irrevocably appoints each designee of the Purchaser
the attorney-in-fact and proxy of the undersigned, with full power of
substitution, to the full extent of the undersigned's rights with respect to all
Shares tendered hereby and accepted for payment and paid for by the Purchaser
(and any Distributions). All such proxies shall be considered coupled with an
interest in the Shares tendered herewith. Such appointment will be effective
when, and only to the extent that, the Purchaser pays for such Shares by
depositing the purchase price therefor with the Depositary. Upon such payment,
all prior powers of attorney and proxies given by the undersigned with respect
to such Shares and such other securities or rights will be revoked, without
further action, and no subsequent powers of attorneys and proxies may be given
(and, if given, will not be deemed effective). The designees of the Purchaser
will, with respect to the Shares for which such appointment is effective, be
empowered to exercise all voting and other rights of the undersigned as they in
their sole discretion may deem proper at any annual or special meeting of the
Company's stockholders, or any adjournment or postponement thereof, by written
consent or otherwise. The Purchaser reserves the right to require that, in order
for Shares to be deemed validly tendered, immediately upon the payment of such
Shares, the Purchaser or its designee must be able to exercise full voting
rights with respect to such Shares and other securities, including voting at any
meeting of stockholders or acting by written consent with respect to such
Shares.
<PAGE>
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Shares tendered
hereby (and any Distributions) and that, when the same are accepted for payment
and paid for by the Purchaser, the Purchaser will acquire good, marketable and
unencumbered title thereto, free and clear of all liens, restrictions, charges
and encumbrances and that the Shares tendered hereby (and any Distributions)
will not be subject to any adverse claim. The undersigned, upon request, will
execute and deliver any additional documents deemed by the Depositary or the
Purchaser to be necessary or desirable to complete the sale, assignment and
transfer of Shares tendered hereby (and any Distributions). In addition, the
undersigned shall promptly remit and transfer to the Depositary for the account
of the Purchaser any and all other Distributions in respect of the Shares
tendered hereby, accompanied by appropriate documentation of transfer, and,
pending such remittance or appropriate assurance thereof, the Purchaser shall
be, subject to applicable law, entitled to all rights and privileges as owner of
any such Distributions, and may withhold the entire purchase price of Shares
tendered hereby, or deduct from such purchase price the amount or value thereof
as determined by the Purchaser in its sole discretion.
Tender of Shares made pursuant to the Offer are irrevocable, except that
Shares tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date (as defined in the Offer to Purchase) and, unless theretofore
accepted for payment by the Purchaser pursuant to the Offer, may also be
withdrawn at any time after May 28, 1994. See Section 4 of the Offer to
Purchase.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price and/or return any Share
Certificates not tendered or not accepted for payment in the name(s) of the
registered holder(s) appearing under "Description of Shares Tendered."
Similarly, unless otherwise indicated under "Special Delivery Instructions,"
please mail the check for the purchase price and/or return any Share
Certificates not tendered or not accepted for payment (and accompanying
documents, as appropriate) to the address(es) of the registered holder(s)
appearing under "Description of Shares Tendered." In the event that both the
Special Payment Instructions and the Special Delivery Instructions are
completed, please issue the check for the purchase price and/or return any Share
Certificates not tendered or not accepted for payment in the name of, and
deliver such check and/or return Share Certificates to, the person(s) so
indicated. The undersigned recognizes that the Purchaser has no obligation
pursuant to the Special Payment Instructions to transfer any Shares from the
name of the registered holder thereof if the Purchaser does not accept for
payment any of the Shares tendered hereby.
<PAGE>
<TABLE>
<S> <C>
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6 and 7) (See Instructions 1, 5, 6 and 7)
To be completed ONLY if Share Certificates not ten- To be completed ONLY if Share Certificates not ten-
dered or not accepted for payment and/or the check for the dered or not accepted for payment and/or the check for the
purchase price of Shares accepted for payment are to be purchase price of Shares accepted for payment are to be
issued in the name of someone other than the under- sent to someone other than the undersigned or to the
signed. undersigned at an address other than that shown above.
Issue / / check Mail / / check
/ / certificates to: / / certificate(s) to:
Name: Name:
- ------------------------------------------ ------------------------------------------
- ------------------------------------------ ------------------------------------------
(Please Type or Print) (Please Type or Print)
Address: Address:
- ------------------------------------------ ------------------------------------------
- ------------------------------------------ ------------------------------------------
(Include Zip Code) (Include Zip Code)
- ------------------------------------------
(Taxpayer Identification or Social
Security No.)
(See Substitute Form W-9 on reverse side)
</TABLE>
<PAGE>
IMPORTANT
STOCKHOLDER: SIGN HERE AND COMPLETE SUBSTITUTE FORM W-9 ON REVERSE
- --------------------------------------------------------------------------------
(SIGNATURE(S) OF STOCKHOLDER(S))
Dated:
- -------------------------------------------------------------------------, 19,
(Must be signed by the registered holder(s) exactly as name(s) appear(s) on
the Share Certificates or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by trustees, executors, administrators,
guardians, attorneys-in-fact, agents, officers of corporations or others acting
in a fiduciary or representative capacity, please provide the following
information. See instruction 5.)
Name(s):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please Type or Print)
Capacity (Full Title):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(See Instruction 5)
Area Codes and Telephone Numbers:
- ------------------------------------------------------------------------------
Home
- ------------------------------------------------------------------------------
Business
Taxpayer Identification or Social Security No.:
- ----------------------------------------------------------------------
(Complete Substitute Form W-9 on Reverse)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature:
- --------------------------------------------------------------------------------
Name:
- --------------------------------------------------------------------------------
(Please Type or Print)
Title:
- --------------------------------------------------------------------------------
Name of Firm:
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Include Zip Code)
(Area Code and Tel. No.)
- --------------------------------------------------------------------------------
Dated:
- --------------------------------------------------------------------------------
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below,
signatures on this Letter of Transmittal must be guaranteed by a firm that is a
bank, broker, dealer, credit union, savings association or other entity which is
a member in good standing of the Securities Transfer Agent's Medallion Program
(an "Eligible Institution"), unless the Shares tendered hereby are tendered (i)
by the registered holder of such Shares who has completed neither the box
entitled "Special Payment Instructions" nor the box entitled "Special Delivery
Instructions" herein or (ii) for the account of an Eligible Institution. See
Instruction 5. If the Share Certificates are registered in the name of a person
other than the signer of this Letter of Transmittal, or if payment is to be made
to, or Share Certificates for unpurchased Shares are to be issued or returned
to, a person other than the registered holder, then the tendered certificates
must be endorsed or accompanied by duly executed stock powers, in either case
signed exactly as the name or names of the registered holder or holders appear
on the certificates, with the signatures on the certificates or stock powers
guaranteed by an Eligible Institution as provided herein. See Instruction 5.
2. REQUIREMENTS OF TENDER. This Letter of Transmittal is to be used
either if Share Certificates are to be forwarded herewith or if tenders are to
be made pursuant to the procedures for tender by book-entry transfer set forth
in Section 3 of the Offer to Purchase. Share Certificates, or timely
confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such
Shares into the Depositary's account at a Book-Entry Transfer Facility, as well
as this Letter of Transmittal (or a facsimile hereof), properly completed and
duly executed, with any required signature guarantees, or an Agent's Message (as
defined in Section 2 of the Offer to Purchase) in connection with a book-entry
transfer and any other documents required by this Letter of Transmittal, must be
received by the Depositary at one of its addresses set forth herein prior to the
Expiration Date. Stockholders whose Share Certificates are not immediately
available or who cannot deliver their Share Certificates and all other required
documents to the Depositary prior to the Expiration Date or who cannot complete
the procedures for delivery by book-entry transfer on a timely basis may tender
their Shares by properly completing and duly executing a Notice of Guaranteed
Delivery pursuant to the guaranteed delivery procedures set forth in Section 3
of the Offer to Purchase. Pursuant to such procedure: (i) such tender must be
made by or through an Eligible Institution, (ii) a properly completed and duly
executed Notice of Guaranteed Delivery, substantially in the form made available
by the Purchaser, must be received by the Depositary prior to the Expiration
Date, and (iii) the Share Certificates (or a Book-Entry Confirmation)
representing all tendered Shares, in proper form for transfer, together with a
Letter of Transmittal (or a facsimile thereof), properly completed and duly
executed, with any required signature guarantees (or, in the case of a
book-entry transfer, an Agent's Message) and any other documents required by
this Letter of Transmittal, must be received by the Depositary within five
National Association of Securities Dealers Automated Quotation System trading
days after the date of execution of such Notice of Guaranteed Delivery, all as
provided in Section 3 of the Offer to Purchase. If Share Certificates are
forwarded separately to the Depositary, a properly completed and duly executed
Letter of Transmittal (or a facsimile thereof) must accompany each such
delivery.
The method of delivery of Share Certificates, this Letter of Transmittal and
all other required documents, including delivery through any Book-Entry Transfer
Facility, is at the option and sole risk of the tendering stockholder and the
delivery will be deemed made only when actually received by the Depositary. If
delivery is by mail, registered mail with return receipt requested, properly
insured, is recommended. In all cases, sufficient time should be allowed to
ensure timely delivery.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. All tendering stockholders, by execution of
this Letter of Transmittal (or a facsimile thereof), waive any right to receive
any notice of the acceptance of their Shares for payment.
3. INADEQUATE SPACE. If the space provided herein under "Description of
Shares Tendered" is inadequate, the certificate numbers and/or the number of
Shares should be listed on a separate signed schedule attached hereto.
<PAGE>
4. PARTIAL TENDERS (NOT APPLICABLE TO BOOK-ENTRY STOCKHOLDERS). If fewer
than all the Shares represented by any Share Certificates delivered to the
Depositary herewith are to be tendered hereby, fill in the number of Shares
which are to be tendered in the box entitled "Number of Shares Tendered." In
such case, a new Share Certificate for the untendered Shares will be sent,
without expense, to the person(s) signing this Letter of Transmittal, unless
otherwise provided in the box entitled "Special Delivery Instructions" on this
Letter of Transmittal, as soon as practicable after the Expiration Date. All
Shares represented by certificate(s) delivered to the Depositary will be deemed
to have been tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written on
the face of the certificate(s) without alteration, enlargement or any change
whatsoever.
If any of the Shares tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If any of the tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations of certificates.
If this Letter of Transmittal or any certificates or stock powers are signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory to
the Purchaser of such person's authority so to act must be submitted.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares listed and transmitted hereby, no endorsements of certificates or
separate stock powers are required unless payment is to be made, or Share
Certificates not tendered or not purchased are to be issued or returned, to a
person other than the registered holder(s). Signatures on such certificates or
stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares evidenced by the certificate(s) listed and
transmitted hereby, the certificate(s) must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear on the certificate(s). Signatures on such
certificate(s) or stock powers must be guaranteed by an Eligible Institution.
6. STOCK TRANSFER TAXES. Except as set forth in this Instruction 6, the
Purchaser will pay or cause to be paid any stock transfer taxes with respect to
the transfer and sale of purchased Shares to it or its order pursuant to the
Offer. If, however, payment of the purchase price is to be made to, or (in the
circumstances permitted hereby) if Share Certificates not tendered or not
purchased are to be registered in the name of, any person other than the
registered holder(s), or if tendered Share Certificates are registered in the
name of any person other than the person(s) signing this Letter of Transmittal,
the amount of any stock transfer taxes (whether imposed on the registered
holder(s) or such other person) payable on account of the transfer to such
person will be deducted from the purchase price unless satisfactory evidence of
the payment of such taxes or exemption therefrom is submitted.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificate(s) listed in this Letter of
Transmittal.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check and/or Share
Certificates for unpurchased Shares are to be issued in the name of a person
other than the signer of this Letter of Transmittal or if a check is to be sent
and/or such Share Certificates are to be returned to someone other than the
signer of this Letter of Transmittal or to an address other than that shown
above, the appropriate boxes on this Letter of Transmittal should be completed.
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests
for assistance may be directed to the Information Agent at its address or
telephone number set forth below and additional
<PAGE>
copies of the Offer to Purchase, this Letter of Transmittal and the Notice of
Guaranteed Delivery may be obtained at the Purchaser's expense from the
Information Agent at its address set forth below or from a broker, dealer,
commercial bank or trust company.
9. WAIVER OF CONDITIONS. The conditions of the Offer may be waived by the
Purchaser, in whole or in part, at any time or from time to time in the
Purchaser's sole discretion.
10. BACKUP WITHHOLDING TAX. Each tendering stockholder is required to
provide the Depositary with a correct Taxpayer Identification Number ("TIN") on
Substitute Form W-9, which is provided under "Important Tax Information" below.
Failure to provide the information on the Substitute Form W-9 may subject the
tendering stockholder to 31% federal income tax backup withholding on the
payment of the purchase price. The box in Part 3 of the form may be checked if
the tendering stockholder has not been issued a TIN and has applied for a number
or intends to apply for a number in the near future. If the box in Part 3 is
checked and the Depositary is not provided with a TIN within 60 days, the
Depositary will withhold 31% of all payments of the purchase price, if any, made
thereafter pursuant to the Offer until a TIN is provided to the Depositary.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE HEREOF), PROPERLY
COMPLETED AND DULY EXECUTED, TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES
(OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENT'S MESSAGE) AND CERTIFICATES
OR BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY
THE DEPOSITARY, OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED
DELIVERY MUST BE RECEIVED BY THE DEPOSITARY, PRIOR TO THE EXPIRATION DATE.
IMPORTANT TAX INFORMATION
Under federal income tax law, a stockholder whose tendered Shares are
accepted for payment is required to provide the Depositary (as payer) with such
stockholder's correct TIN on Substitute Form W-9 below. If such stockholder is
an individual, the TIN is his or her social security number. The Certificate of
Awaiting Taxpayer Identification Number should be completed if the tendering
stockholder has not been issued a TIN and has applied for a number or intends to
apply for a number in the near future. Failure to furnish timely a correct TIN
or include all required information will subject the taxpayer to a $50 penalty
for each failure. There are civil and criminal penalties for giving false
information to avoid backup withholding. A stockholder who provides false
information may be subject to a civil penalty of up to $500 and a criminal
penalty, upon conviction, of a fine up to $1,000 or imprisonment of up to one
year, or both.
Certain stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. For a foreign individual to qualify as an exempt recipient, that
stockholder must submit a statement, signed under penalties of perjury,
attesting to that individual's exempt status. Forms for such statements can be
obtained from the Depositary. See the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional
instructions.
If (i) the stockholder does not furnish the Depositary with a TIN in the
required manner; (ii) the IRS notifies the Depositary the TIN provided is
incorrect; or (iii) the stockholder is required, but fails, to certify it is not
subject to backup withholding, backup withholding will apply. If backup
withholding applies, the Depositary is required to withhold 31% of any payments
made to the stockholder. Backup withholding is not an additional tax. Rather,
the tax liability of persons subject to backup withholding will be reduced by
the amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained from the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup federal income tax withholding with respect to payment of
the purchase price for Shares purchased pursuant to the Offer, a stockholder
must provide the Depositary with his or her correct TIN by completing the
Substitute Form W-9 below certifying that the TIN provided on Substitute From
W-9 is correct (or that such stockholder is awaiting a TIN) and that (1) such
stockholder has not been notified by the Internal Revenue Service that he or she
is subject to backup withholding as a result of failure to report all interest
or dividends or (2) the Internal Revenue Service has notified the stockholder
that he or she is no longer subject to backup withholding.
<PAGE>
WHAT NUMBER TO GIVE THE DEPOSITARY
The stockholder is required to give the Depositary the social security
number or employer identification number of the record holder of the Shares
tendered hereby. If the Shares are in more than one name or are not in the name
of the actual owner, consult the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional guidance on
which number to report.
<PAGE>
<TABLE>
<S> <C> <C> <C>
PAYER'S NAME: THE BANK OF NEW YORK
Social Security Number
Part 1 -- PLEASE PROVIDE YOUR TIN
IN THE BOX AT RIGHT AND CERTIFY
BY SIGNING AND DATING BELOW
OR
SUBSTITUTE Employer Identification Number
FORM W-9 Part 2 -- Certificates--Under penalities of perjury, I certify that:
Department of the
Treasury
Internal Revenue
Service
(1) The number shown on this form is my correct Taxpayer
Identification Number (or I am waiting for a number to be issued to
me); and
(2) I am not subject to backup withholding because (i) I am exempt
from backup withholding, (ii) I have not been notified by the
Internal Revenue Service (the "IRS") that I am subject to backup
withholding as a result of a failure to report all interest or
dividends, or (iii) the IRS has notified me that I am no longer
subject to backup withholding.
PAYER'S REQUEST FOR CERTIFICATION INSTRUCTIONS --You must cross out item (2) in part 2
TAXPAYER IDENTIFICATION above if you have been notified by the IRS that you are subject to
NUMBER (TIN) backup withholding because of under-reporting interest or dividends
on your tax return. However, if after being notified by the IRS that
you were subject to backup withholding you received another
notification from the IRS stating that you are no longer subject to
backup withholding, do not cross out item (2).
SIGNATURE ---------------------------- DATE---------- Part 3
NAME (Please Print) ---------------------------------- Awaiting TIN / /
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE
IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has not been
issued to me, and either (i) I have mailed or delivered an application to receive a taxpayer
identification number to the appropriate Internal Revenue Service Center or Social Security
Administration Office or (ii) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number within 60 days, 31% of
all reportable payments made to me thereafter will be withheld until I provide a number.
------------------------------------ --------------------------
Signature Date
------------------------------------
Name (Please Print)
</TABLE>
<PAGE>
(DO NOT WRITE IN BOX IMMEDIATELY BELOW)
Date Received: --------- Accepted By: ------------ Checked By: ----------------
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
SHARES SHARES SHARES CHECK AMOUNT SHARES
SURRENDERED TENDERED ACCEPTED NO. OF CHECK RETURNED CERTIFICATE NO.
</TABLE>
Delivery Prepared By: ---------- Checked By: -------------- Date: -------------
THE INFORMATION AGENT FOR THE OFFER IS:
Beacon Hill Partners, Inc.
90 Broad Street
New York, NY 10004
Toll Free: (800) 755-5001
<PAGE>
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED SERIES A STOCK PURCHASE RIGHTS)
OF
MARK CONTROLS CORPORATION
This Notice of Guaranteed Delivery or one substantially equivalent hereto
must be used to accept the Offer (as defined below) if certificates representing
shares of Common Stock, par value $.01 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") are not immediately available or time will not permit all required
documents to reach The Bank of New York (the "Depositary") on or prior to the
Expiration Date (as defined in Section 1 of the Offer to Purchase (as defined
below)), or the procedure for delivery by book-entry transfer cannot be
completed on a timely basis. This Notice of Guaranteed Delivery may be delivered
by hand or sent by facsimile transmission or mail to the Depositary. See Section
3 of the Offer to Purchase.
THE DEPOSITARY FOR THE OFFER IS:
THE BANK OF NEW YORK
<TABLE>
<S> <C> <C>
BY MAIL: BY HAND OR OVERNIGHT COURIER: BY FACSIMILE OR
The Bank of New York The Bank of New York TELEX:
Tender and Exchange Tender and Exchange Telex: 62763
Department Department Fax: (212) 815-6213
P.O. Box 11248 101 Barclay Street
Church Street Station Receive & Deliver Window-- FOR CONFIRMATION AND
New York, NY 10286-1248 Street Level OTHER INFORMATION:
New York, NY 10286 (212) 815-5829
Call Collect
</TABLE>
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION TO A
NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an Eligible Institution under the instructions thereto, such
signature guarantee must appear in the applicable space provided in the
signature box on the Letter of Transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders to Crane Acquisition Corp., a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of Crane Co., a
Delaware corporation, upon 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 (which together constitute the "Offer"),
receipt of each of which is hereby acknowledged, the number of Shares indicated
below pursuant to the guaranteed delivery procedures set forth in Section 3 of
the Offer to Purchase.
<TABLE>
<S> <C>
Number of Shares: Name(s) of Record Holder(s):
- ----------------------------------------------- -----------------------------------------------
Account Number: ------------------------------------------------
- -----------------------------------------------
Certificate No(s). Address(es):
-----------------------------------------------
(if available): ------------------------------------------------
- -----------------------------------------------
- ------------------------------------------------ ------------------------------------------------
- ------------------------------------------------ Area Code and
If Share(s) will be tendered by book-entry Telephone Number(s):
transfer, check one box
-----------------------------------------------
/ / The Depository Trust Company Signature(s):
-----------------------------------------------
/ / Midwest Securities Trust Company ------------------------------------------------
/ / Philadelphia Depository Trust Company ------------------------------------------------
Account Number: ------------------------------------------------
- -----------------------------------------------
Date: ------------------------------------------------
- -----------------------------------------------
</TABLE>
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED
<PAGE>
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm that is a bank, broker, dealer, credit union,
savings association or other entity which is a member in good standing of the
Securities Transfer Agent's Medallion Program, hereby guarantees to deliver to
the Depositary, at one of its addresses set forth above, the certificates
representing all tendered Shares, in proper form for transfer, or a Book-Entry
Confirmation (as defined in the Offer to Purchase), together with a properly
completed and duly executed Letter of Transmittal (or a facsimile thereof), with
any required signature guarantees (or, in the case of a book-entry transfer, an
Agent's Message (as defined in the Offer to Purchase)), and any other documents
required by the Letter of Transmittal within five National Association of
Securities Dealers Automated Quotation System trading days after the date of
execution of this Notice of Guaranteed Delivery.
<TABLE>
<S> <C>
Name of Firm: -------------------------------------------
- ------------------------------------------
(Authorized Signature)
Address: Title:
------------------------------------------
- ------------------------------------------
Name:
- ------------------------------------------- -------------------------------------------
(Zip Code) (Please type or print)
Area Code and Telephone Number Date:
------------------------------------------
- -------------------------------------------
</TABLE>
NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE OF GUARANTEED
DELIVERY. CERTIFICATES FOR SHARES SHOULD BE SENT WITH YOUR LETTER OF
TRANSMITTAL.
2
<PAGE>
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED SERIES A STOCK PURCHASE RIGHTS)
OF
MARK CONTROLS CORPORATION
AT
$19.50 NET PER SHARE
BY
CRANE ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
CRANE CO.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON APRIL 26, 1994, UNLESS THE OFFER IS EXTENDED.
March 30, 1994
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by Crane Acquisition Corp., a Delaware corporation
(the "Purchaser") and a wholly owned subsidiary of Crane Co., a Delaware
corporation ("Crane"), to act as Information Agent in connection with the
Purchaser's offer to purchase for cash all the outstanding shares of Common
Stock, par value $.01 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 without
interest thereon, upon 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 (which together constitute the "Offer") enclosed
herewith. Holders of Shares whose certificates for such Shares (the "Share
Certificates") are not immediately available or who cannot deliver their Share
Certificates and all other required documents to the Depositary (as defined
below) prior to the Expiration Date (as defined in the Offer to Purchase), or
who cannot complete the procedures for book-entry transfer on a timely basis,
must tender their Shares according to the guaranteed delivery procedures set
forth in Section 3 of the Offer to Purchase.
Please furnish copies of the enclosed materials to those of your clients for
whose accounts you hold Shares registered in your name or in the name of your
nominee.
The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the Expiration Date that number of Shares
which, together with the Shares beneficially owned by the Purchaser and its
affiliates, represents at least a majority of the Shares outstanding on a fully
diluted basis on the date of purchase. Crane now owns approximately 13.2% of the
outstanding Shares of the Company. The Offer is also subject to other terms and
conditions contained in the Offer to Purchase. See Sections 14 and 15 of the
Offer to Purchase.
Enclosed herewith for your information and forwarding to your clients are
copies of the following documents:
1. The Offer to Purchase, dated March 30, 1994.
<PAGE>
2. The gray Letter of Transmittal to tender Shares for your use and for the
information of your clients. Facsimile copies of the Letter of Transmittal may
be used to tender Shares.
3. The blue Notice of Guaranteed Delivery for Shares to be used to accept
the Offer if Share Certificates are not immediately available or if such
certificates and all other required documents cannot be delivered to The Bank of
New York (the "Depositary") by the Expiration Date or if the procedure for
book-entry transfer cannot be completed by the Expiration Date.
4. A yellow printed form of letter which may be sent to your clients for
whose accounts you hold Shares registered in your name or in the name of your
nominee, with space provided for obtaining such clients' instructions with
regard to the Offer.
5. Guidelines of the Internal Revenue Service for Certification of Taxpayer
Identification Number on Substitute Form W-9.
6. A pink Tyco Tender Offer Notice of Withdrawal.
7. A green Danaher Tender Offer Notice of Withdrawal.
8. A return envelope addressed to The Bank of New York, the Depositary.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON APRIL 26, 1994 UNLESS THE OFFER IS
EXTENDED.
In order to take advantage of the Offer, (i) a duly executed and properly
completed Letter of Transmittal and any required signature guarantees (or, in
the case of a book-entry transfer, an Agent's Message (as defined in the Offer
to Purchase)) or other required documents should be sent to the Depositary, and
(ii) either Share Certificates representing the tendered Shares should be
delivered to the Depositary, or such Shares should be tendered by book-entry
transfer into the Depositary's account maintained at one of the Book Entry
Transfer Facilities (as described in the Offer to Purchase), all in accordance
with the instructions set forth in the Letter of Transmittal and the Offer to
Purchase.
If holders of Shares wish to tender, but it is impracticable for them to
forward their Share Certificates or other required documents on or prior to the
Expiration Date or to comply with the book-entry transfer procedures on a timely
basis, a tender may be effected by following the guaranteed delivery procedures
specified in Section 3 of the Offer to Purchase.
The Purchaser will not pay any commissions or fees to any broker, dealer or
other person (other than the Depositary and the Information Agent, as described
in the Offer to Purchase) for soliciting tenders of Shares pursuant to the
Offer. The Purchaser will, however, upon request, reimburse you for customary
clerical and mailing expenses incurred by you in forwarding any of the enclosed
materials to your clients. The Purchaser will pay or cause to be paid any stock
transfer taxes payable on the transfer of Shares to it, except as otherwise
provided in Instruction 6 of the Letter of Transmittal.
Any inquiries you may have with respect to the Offer should be addressed to,
and additional copies of the enclosed material may be obtained from, the
Information Agent at its address and telephone number set forth on the back
cover of the Offer to Purchase.
Very truly yours,
Beacon Hill Partners, Inc.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF THE PURCHASER, CRANE, THE COMPANY, THE
DEPOSITARY OR THE INFORMATION AGENT, OR ANY AFFILIATE OF ANY OF THEM, OR
AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENT OR USE ANY DOCUMENT ON
BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED
DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.
<PAGE>
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED SERIES A STOCK PURCHASE RIGHTS)
OF
MARK CONTROLS CORPORATION
AT
$19.50 NET PER SHARE
BY
CRANE ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
CRANE CO.
<TABLE>
<S> <C> <C>
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON APRIL 26, 1994, UNLESS THE
OFFER IS EXTENDED.
</TABLE>
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated March 30,
1994 (the "Offer to Purchase"), and the related Letter of Transmittal (which
together constitute the "Offer") relating to the offer by Crane Acquisition
Corp., a Delaware corporation (the "Purchaser") and wholly owned subsidiary of
Crane Co., a Delaware corporation ("Crane"), to purchase all outstanding shares
of Common Stock, par value $.01 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 without
interest thereon, upon the terms and subject to the conditions set forth in the
Offer. Holders of Shares whose certificates for such Shares (the "Share
Certificates") are not immediately available or who cannot deliver their Share
Certificates and all other required documents to the Depositary (as defined
below) prior to the Expiration Date (as defined in the Offer to Purchase), or
who cannot complete the procedures for book-entry transfer on a timely basis,
must tender their Shares according to the guaranteed delivery procedures set
forth in Section 3 of the Offer to Purchase.
We are the holder of record of Shares held by us for your account. A tender
of such Shares can be made only by us as the holder of record and pursuant to
your instructions. The Letter of Transmittal is furnished to you for your
information only and cannot be used by you to tender Shares held by us for your
account.
Accordingly, we request instructions as to whether you wish to have us
tender on your behalf any or all Shares held by us for your account pursuant to
the terms and conditions set forth in the Offer.
Please note the following:
1. The tender price is $19.50 per Share net to you in cash without interest
thereon, upon the terms and subject to the conditions set forth in the Offer.
<PAGE>
2. The Offer is being made for all outstanding Shares.
3. The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the Expiration Date (as defined in the Offer
to Purchase) that number of Shares which, together with the Shares beneficially
owned by the Purchaser and its affiliates, represents at least a majority of the
Shares outstanding on a fully diluted basis on the date of purchase. Crane now
owns approximately 13.2% of the currently outstanding Shares of the Company. The
Offer is also subject to other terms and conditions contained in the Offer to
Purchase. See Sections 14 and 15 of the Offer to Purchase.
4. Tendering stockholders will not be obligated to pay brokerage fees or
commissions or, except as otherwise provided in Instruction 6 of the Letter of
Transmittal, stock transfer taxes on the purchase of Shares by Purchaser
pursuant to the Offer.
5. The Offer and withdrawal rights will expire at 12:00 Midnight, New York
City time, on Tuesday, April 26, 1994, unless the Offer is extended.
6. Notwithstanding any other provision of the Offer, payment for Shares
accepted for payment pursuant to the Offer will in all cases be made only after
timely receipt by the Depositary of (a) certificates for such Shares and or
timely confirmation of the book-entry transfer of such Shares into the account
maintained by The Bank of New York (the "Depositary") at The Depository Trust
Company, the Midwest Securities Trust Company or the Philadelphia Depository
Trust Company (collectively, the "Book-Entry Transfer Facilities"), pursuant to
the procedures set forth in Section 3 of the Offer to Purchase, (b) the Letter
of Transmittal (or a facsimile thereof), properly completed and duly executed,
with any required signature guarantees (or, in the case of a book-entry
transfer, an Agent's Message (as defined in the Offer to Purchase)), and (c) any
other documents required by the Letter of Transmittal. Accordingly, payment may
not be made to all tendering stockholders at the same time depending upon when
Share Certificates or confirmations of book-entry transfer of such Shares into
the Depositary's account at a Book-Entry Transfer Facility are actually received
by the Depositary.
If you wish to have us tender any or all of the Shares held by us for your
account, please so instruct us by completing, executing, detaching and returning
to us the instruction form set forth on the next page of this letter. If you
authorize the tender of your Shares, all such Shares will be tendered unless
otherwise specified on the next page of this letter. An envelope to return your
instructions to us is enclosed. Your instructions should be forwarded to us in
ample time to permit us to submit a tender on your behalf prior to the
expiration of the Offer.
The Offer is not being made to (nor will tenders be accepted from or on
behalf of) holders of Shares residing in any jurisdiction in which the making of
the Offer or the acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction. However, the Purchaser
may, in its discretion, take such action as it may deem necessary to make the
Offer in any jurisdiction and extend the Offer to holders of Shares in such
jurisdiction.
In any jurisdiction where the securities, blue sky or other laws require the
Offer to be made by a licensed broker or dealer, the Offer will be deemed to be
made on behalf of the Purchaser by one or more registered brokers or dealers
that are licensed under the laws of such jurisdiction.
2
<PAGE>
INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE
FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED SERIES A STOCK PURCHASE RIGHTS)
OF
MARK CONTROLS CORPORATION
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase dated March 30, 1994 and the related Letter of Transmittal in
connection with the offer by Crane Acquisition Corp., a Delaware corporation
(the "Purchaser") and a wholly owned subsidiary of Crane Co., a Delaware
corporation, to purchase all outstanding shares of Common Stock, par value $.01
per share (the "Common Stock"), of Mark Controls Corporation, a Delaware
corporation, and the associated Series A Stock Purchase Rights (the "Rights"
and, together with the Common Stock, the "Shares").
This will instruct you to tender to the Purchaser the number of Shares
indicated below (or if no number is indicated below, all Shares) which are held
by you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer.
<TABLE>
<S> <C> <C>
Number of Shares to Be Tendered
Shares
---------
Date:
---------------------
SIGN HERE
Signature(s)
----------------------------
(Print Name(s))
-------------------------
(Print Address(s))
-----------------------
(Area Code and
Telephone Number(s))
----------------------------------------
(Taxpayer Identification or
Social Security Number(s))
---------------
</TABLE>
3
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYOR.
Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payor.
<TABLE>
<CAPTION>
<C> <S> <C>
- -----------------------------------------------------------
GIVE THE
SOCIAL SECURITY
NUMBER OF--
FOR THIS TYPE OF ACCOUNT
- -----------------------------------------------------------
</TABLE>
<TABLE>
<C> <S> <C>
1. An individual's account The individual
2. Two or more individuals The actual owner of the
(joint account) account or, if combined
funds, the first
individual on the
account(1)
3. Custodian account of a The minor(2)
minor (Uniform Gift to
Minors Act)
4. (a) The usual revocable The grantor-trustee(1)
savings trust
account (grantor is
also trustee)
(b) So-called trust The actual owner(1)
account that is not
a legal or valid
trust under state
law
5. Sole proprietorship The owner(3)
account
GIVE THE EMPLOYER
FOR THIS TYPE OF IDENTIFICATION
ACCOUNT NUMBER
6. Sole proprietorship The owner(3)
account
7. A valid trust, estate The legal entity (Do not
or pension trust furnish the identifying
number of the personal
representative or trustee
unless the legal entity
itself is not designated
in the account title.)(4)
8. Corporate account The corporation
9. Association, club, The organization
religious, charitable
educational or other
tax-exempt organization
account
10. Partnership account The partnership
11. A broker or registered The broker or nominee
nominee
12. Account with the The public entity
Department of
Agriculture in the name
of a public entity
(such as a state or
local government,
school district or
prison) that receives
agricultural program
payments
- --------------------------------------------------------------------------------
<FN>
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Show the name of the individual. You may also enter the business name. You
may use your SSN or EIN.
(4) List first and circle the name of the legal trust, estate, or pension trust.
</TABLE>
Note: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include the
following:
- - A corporation.
- - An organization exempt from tax under section 501(a),
or an individual retirement plan, or a custodial account under section
403(b)(7).
- - The United States or any agency or instrumentality
thereof.
- - A state, the District of Columbia, a possession of the
United States, or any political subdivision or instrumentality thereof.
- - A foreign government or any political subdivision,
agency or instrumentality thereof.
- - An international organization or any agency or
instrumentality thereof.
- - A foreign central bank of issue.
- - A registered dealer in securities or commodities
registered in the U.S. or a possession of the U.S.
- - A real estate investment trust.
- - An entity registered at all times during the tax year
under the Investment Company Act of 1940.
- - A common trust fund operated by a bank under
section 584(a).
- - A financial institution.
- - A middleman known in the investment community as
a nominee or listed in the most recent publication of the American Society of
Corporate Secretaries, Inc., Nominee List.
- - A trust exempt from tax under section 664 as described in
section 4947.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
- - Payments to nonresident aliens subject to withholding
under section 1441.
- - Payments to partnerships not engaged in a trade or
business in the U.S. and which have at least one nonresident partner.
- - Payments of patronage dividends where the amount
received is not paid in money.
- - Payments made by certain foreign organizations.
Payments of interest not generally subject to backup withholding include the
following:
- - Payments of interest on obligations issued by
individuals.
NOTE: You may be subject to backup withholding if this interest is $600 or
more and is paid in the course of the payor's trade or business and you have
not provided your correct taxpayer identification number to the payor.
- - Payments of tax-exempt interest (including exempt-
interest dividends under section 852).
- - Payments described in section 6049(b)(5) to
nonresident aliens.
- - Payments on tax-free covenant bonds under section
1451.
- - Payments made by certain foreign organizations.
- - Mortgage interest paid to you.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYOR, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYOR. ALSO SIGN AND DATE THE FORM.
Certain payments other than interest, dividends, and patronage dividends that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6042, 6044, 6045, 6049, 6050A and 6050N.
PRIVACY ACT NOTICE.--Section 6109 requires most recipients of dividend interest
or other payments to give taxpayer identification numbers to payors who must
report the payments to the IRS. The IRS uses the numbers for identification
purposes. Payors must be given the numbers whether or not recipients are
required to file tax returns. Payors must generally withhold 31% of taxable
interest, dividend and certain other payments to a payee who does not furnish a
taxpayer identification number to a payor. Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail
to furnish your taxpayer identification number to a payor, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. --Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION
CONTACT YOUR TAX CONSULTANT OR
THE INTERNAL REVENUE SERVICE
<PAGE>
NEWS RELEASE
CRANE CO. COMMENCES $19.50 CASH TENDER OFFER FOR MARK CONTROLS
STAMFORD, CONNECTICUT (MARCH 30, 1994) - Crane Co. (NYSE: CR),
announced today that its subsidiary, Crane Acquisition Corp., has commenced its
previously announced tender offer to purchase all outstanding shares of common
stock of Mark Controls Corporation (NASDAQ: MRCC) at $19.50 net per share in
cash.
The offer will expire at 12:00 midnight, New York City time, on
Tuesday, April 26, 1994, unless extended.
The Information Agent for the Offer is Beacon Hill Partners, Inc.
The tender offer materials are being filed with the U.S. Securities
and Exchange Commission. Copies of these materials may be obtained by calling
Beacon Hill Partners, Inc. toll-free at (800) 755-5001.
# # # #
Contact: D. L. Kelley, Crane Co., Stamford, CT
203/363-7239
<PAGE>
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Shares. The Offer is made solely by the Offer to Purchase dated
March 30, 1994 and the related Letter of Transmittal, and is being made to all
holders of Shares. The Purchaser is not aware of any state where the making of
the Offer is prohibited by administrative or judicial action pursuant to any
valid state statute. If the Purchaser becomes aware of any valid state statute
prohibiting the making of the Offer or the acceptance of Shares pursuant
thereto, the Purchaser will make a good faith effort to comply with such state
statute. If, after such good faith effort, the Purchaser cannot comply with such
state statute, the Offer will not be made to (nor will tenders be accepted from
or on behalf of) the holders of Shares in such state. In any jurisdiction where
the securities, blue sky or other laws require the Offer to be made by a
licensed broker or dealer, the Offer shall be deemed to be made on behalf of the
Purchaser by one or more registered brokers or dealers licensed under the laws
of such jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED SERIES A STOCK PURCHASE RIGHTS)
OF
MARK CONTROLS CORPORATION
AT
$19.50 NET PER SHARE
BY
CRANE ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
CRANE CO.
Crane Acquisition Corp., a Delaware corporation (the "Purchaser") and a
wholly owned subsidiary of Crane Co., a Delaware corporation ("Crane"), hereby
offers to purchase all of the outstanding shares of Common Stock, par value $.01
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 without interest thereon, upon 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 (which together constitute the "Offer").
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON APRIL 26, 1994, UNLESS THE OFFER IS EXTENDED.
<PAGE>
The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the Expiration Date that number of Shares
which, together with the Shares beneficially owned by the Purchaser and its
affiliates, represents at least a majority of the Shares outstanding on a fully
diluted basis on the date of purchase. Crane now owns approximately 13.2% of the
currently outstanding Shares of the Company. The Offer is also subject to other
terms and conditions contained in the Offer to Purchase. See Sections 14 and 15
of the Offer to Purchase.
The purpose of the Offer is for Crane, through the Purchaser, to acquire the
entire equity interest in the Company. Crane already owns approximately 13.2% of
the outstanding Shares. Crane currently intends, as soon as practicable
following consummation of the Offer, to propose and seek to have the Company, if
it is then legally and contractually permitted to do so, consummate a merger or
similar business combination with the Purchaser or another direct or indirect
wholly owned subsidiary of Crane (the "Proposed Merger"), pursuant to which each
then outstanding Share (other than Shares owned by the Purchaser, Crane or any
of their affiliates, Shares held in the treasury of the Company, and Shares
owned by stockholders who perfect any available appraisal rights under the
Delaware General Corporation Law) would be converted into the right to receive
an amount in cash equal to the price per Share paid pursuant to the Offer.
The term "Expiration Date" means 12:00 Midnight, New York City time, on
April 26, 1994, unless and until the Purchaser, in its sole discretion, shall
have extended the period of time for which the Offer is open, in which event the
term "Expiration Date" shall mean the latest time and date at which the Offer,
as so extended by the Purchaser, shall expire.
For purposes of the Offer, the Purchaser will be deemed to have accepted for
payment, and thereby purchased, Shares validly tendered and not withdrawn as, if
and when the Purchaser gives oral or written notice to The Bank of New York (the
"Depositary") of the Purchaser's acceptance of such Shares for payment pursuant
to the Offer. In all cases, upon the terms and subject to the conditions of the
Offer, payment for Shares purchased pursuant to the Offer will be made by
deposit of the purchase price therefor with the Depositary, which will act as
agent for tendering stockholders for the purpose of receiving payment from the
Purchaser and transmitting payment to validly tendering stockholders. UNDER NO
CIRCUMSTANCES WILL INTEREST ON THE PURCHASE PRICE FOR SHARES BE PAID BY THE
PURCHASER BY REASON OF ANY DELAY IN MAKING SUCH PAYMENT. In all cases, payment
for Shares purchased pursuant to the Offer will be made only after timely
receipt by the Depositary of (a) certificates representing Shares ("Share
Certificates") or a Book-Entry Confirmation (as defined in the Offer to
Purchase) of the book-entry transfer of such Shares into the Depositary's
account at the Depository Trust Company, the Midwest Securities Trust Company or
the Philadelphia Depository Trust Company (collectively, the "Book-Entry
Transfer Facilities"), pursuant to the procedures set forth in Section 3 of the
Offer to Purchase, (b) the Letter of Transmittal (or a facsimile thereof)
properly completed and duly executed, with any required signature guarantees or
an Agent's Message (as defined in the Offer to Purchase) in connection with a
book-entry transfer, and (c) any other documents required by the Letter of
Transmittal.
If, for any reason whatsoever, acceptance for payment of any Shares tendered
pursuant to the Offer is delayed, or the Purchaser is unable to accept for
payment or pay for Shares tendered pursuant to the Offer, then, without
prejudice to the Purchaser's rights set forth in the Offer to Purchase, the
Depositary may, nevertheless, on behalf of the Purchaser retain tendered Shares
and such Shares may not be withdrawn except to the extent that the tendering
stockholder is entitled to and duly exercises withdrawal rights as described in
Section 4 of the Offer to Purchase. Any such delay will be by an extension of
the Offer to the extent required by law.
If certain events occur, the Purchaser will not be obligated to accept for
payment or pay for any Shares tendered pursuant to the Offer. If any tendered
Shares are not purchased pursuant to the Offer for any reason, or if Share
Certificates are submitted representing more Shares than are tendered, Share
Certificates representing unpurchased or untendered Shares will be returned,
without expense to the tendering stockholder (or, in the case of Shares
delivered by book-entry transfer into the
2
<PAGE>
Depositary's account at a Book-Entry Transfer Facility, pursuant to the
procedures set forth in Section 3 of the Offer to Purchase, such Shares will be
credited to an account maintained within such Book-Entry Transfer Facility), as
promptly as practicable following the expiration, termination or withdrawal of
the Offer.
The Purchaser expressly reserves the right, in its sole discretion, at any
time and from time to time, to extend the period during which the Offer is open
for any reason, including the occurrence of any of the conditions specified in
Section 14 of the Offer to Purchase, by giving oral or written notice of such
extension to the Depositary. Any such extension will be followed as promptly as
practicable by public announcement thereof, and such announcement will be made
no later than 9:00 A.M., New York City time, on the next business day after the
previously scheduled Expiration Date. During any such extension, all Shares
previously tendered and not withdrawn will remain subject to the Offer and
subject to the right of a tendering stockholder to withdraw such stockholder's
Shares.
Except as otherwise provided for in Section 4 of the Offer to Purchase,
tenders of Shares made pursuant to the Offer are irrevocable. Shares tendered
pursuant to the Offer may be withdrawn at any time on or prior to the Expiration
Date and, unless theretofore accepted for payment pursuant to the Offer to
Purchase, may also be withdrawn at any time after May 28, 1994. In order for a
withdrawal to be effective, a written or facsimile transmission notice of
withdrawal must be timely received by the Depositary at one of its addresses set
forth on the back cover of the Offer to Purchase. Any such notice of withdrawal
must specify the name of the person who tendered the Shares to be withdrawn, the
number of Shares to be withdrawn, and (if Share Certificates have been tendered)
the name of the registered holder of the Shares as set forth in the Share
Certificate, if different from that of the person who tendered such Shares. If
Share Certificates have been delivered or otherwise identified to the
Depositary, then prior to the physical release of such certificates, the
tendering stockholder must submit the serial numbers shown on the particular
certificates evidencing the Shares to be withdrawn and the signature on the
notice of withdrawal must be guaranteed by an Eligible Institution (as defined
in the Offer to Purchase), except in the case of Shares tendered for the account
of an Eligible Institution. If Shares have been tendered pursuant to the
procedures for book-entry transfer as set forth in Section 3 of the Offer to
Purchase, the notice of withdrawal must specify the name and number of the
account at the appropriate Book-Entry Transfer Facility to be credited with the
withdrawn Shares, in which case a notice of withdrawal will be effective if
delivered to the Depositary by any method of delivery described in the third
sentence of this paragraph. Withdrawals of Shares may not be rescinded. Any
Shares properly withdrawn will be deemed not validly tendered for purposes of
the Offer, but may be retendered at any subsequent time prior to the Expiration
Date by following any of the procedures described in Section 3 of the Offer to
Purchase. All questions as to the form and validity (including time of receipt)
of notices of withdrawal will be determined by the Purchaser, in its sole
discretion, whose determination will be final and binding.
The information required to be disclosed by Rule 14d-6(e)(1)(vii) of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), is contained in the Offer to Purchase and is
incorporated herein by reference.
A request is being made to the Company pursuant to Rule 14d-5 of the
Exchange Act for the use of the Company's stockholder list and security position
listings for the purpose of disseminating the Offer to holders of Shares. Upon
compliance by the Company with such request or the election by the Company to
disseminate the Offer in lieu of complying with such request, the Offer to
Purchase and the related Letter of Transmittal and, if required, other relevant
materials will be mailed to record holders of Shares and will be furnished to
brokers, dealers, commercial banks, trust companies and similar persons whose
names, or the names of whose nominees, appear on the stockholder list or, if
applicable, who are listed as participants in a clearing agency's security
position listing, for subsequent transmittal to beneficial owners of Shares.
THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER.
3
<PAGE>
Questions and requests for assistance may be directed to the Information
Agent at its address and telephone number listed below. Copies of the Offer to
Purchase, the Letter of Transmittal and other related materials may be obtained
from the Information Agent or from brokers, dealers, commercial banks and trust
companies. The Purchaser will not pay any fees or commissions to brokers,
dealers or other persons (other than the Information Agent) for soliciting
tenders of Shares pursuant to the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
BEACON HILL PARTNERS, INC.
90 BROAD STREET
NEW YORK, NY 10004
TOLL FREE: (800) 755-5001
March 30, 1994
4
<PAGE>
WITHDRAWAL OF SHARES OF COMMON STOCK
OF
MARK CONTROLS CORPORATION
TENDERED PURSUANT TO THE OFFER TO PURCHASE
BY
MRCC ACQUISITION CORPORATION
A WHOLLY OWNED SUBSIDIARY
OF
DANAHER CORPORATION
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
To Holders of Common Stock of Mark Controls Corporation
Who Have Tendered Shares Pursuant to the Offer of
MRCC Acquisition Corporation, a wholly owned subsidiary
of Danaher Corporation:
In connection with the offer to purchase the shares of common stock, par
value $.01 per share (the "Common Stock"), of Mark Controls Corporation (the
"Company"), and the associated Series A Stock Purchase Rights (the "Rights" and,
together with the Common Stock, the "Shares"), by Crane Acquisition Corp. (the
"Purchaser"), a Delaware corporation and a wholly owned subsidiary of Crane Co.,
a Delaware corporation, described in the Purchaser's Offer to Purchase dated
March 30, 1994 and the related Letter of Transmittal (which, together with any
amendments or supplements thereto, constitute the "Purchaser's Offer"), the
Purchaser, for the convenience of holders of Shares, has provided on the
attached page a form of "Notice of Withdrawal" which, if properly completed and
delivered to Continental Bank, National Association, the Depositary for the
Danaher Tender Offer (as defined below), will enable holders of Shares properly
to withdraw Shares tendered pursuant to the Danaher Tender Offer. Such form, a
facsimile thereof or any other proper notice of withdrawal may be delivered by
hand or sent by telegraphic or facsimile transmission or letter to Continental
Bank, National Association.
SHARES HELD BY CONTINENTAL BANK, NATIONAL ASSOCIATION UNDER THE DANAHER
TENDER OFFER MUST FIRST BE WITHDRAWN BEFORE THEY CAN BE TENDERED PURSUANT TO THE
PURCHASER'S OFFER. STOCKHOLDERS WHO DESIRE ASSISTANCE IN WITHDRAWING THE SHARES
TENDERED PURSUANT TO THE DANAHER TENDER OFFER MAY CONTACT THE INFORMATION AGENT
FOR THE PURCHASER'S OFFER AT ITS ADDRESS AND TELEPHONE NUMBER SET FORTH BELOW.
Section 4 of the Offer to Purchase dated March 22, 1994 (the "Danaher Tender
Offer") of MRCC Acquisition Corporation, a wholly owned subsidiary of Danaher
Corporation, offering to purchase Shares, sets forth the applicable procedures
whereby Shares that have been tendered pursuant to the Danaher Tender Offer may
properly be withdrawn.
SECTION 4 OF THE DANAHER TENDER OFFER PROVIDES IN RELEVANT PART AS
FOLLOWS:
"For a withdrawal to be effective, a written, telegraphic or
facsimile transmission notice of withdrawal must be timely
received by the Depositary at one of its addresses set forth on
the back cover of this Offer to Purchase. Any such notice of
withdrawal must specify the name of the person who tendered the
Shares to be withdrawn, the number of Shares to be withdrawn and
the name of the registered holder, if different from that of the
person who tendered such Shares. If certificates for Shares have
been delivered or otherwise identified to the Depositary, then,
prior to the release of such certificates, the serial numbers of
the particular certificates evidencing the Shares to be withdrawn
and a signed notice of withdrawal with signatures guaranteed by an
Eligible Institution, except in the case of Shares tendered for
the account of an Eligible Institution, must also be furnished to
the Depositary as described above. If Shares have been tendered
pursuant to the procedures for book-entry transfer as set forth in
Section 3 [of the Danaher Tender Offer],
<PAGE>
any notice of withdrawal must also specify the name and number of
the account at the appropriate Book-Entry Transfer Facility to be
credited with the withdrawn Shares."
Copies of the Purchaser's Offer dated March 30, 1994, and related Letter of
Transmittal, are also available from the Information Agent. Upon proper
withdrawal of Shares from the Danaher Tender Offer, Shares may be tendered
pursuant to the Purchaser's Offer, which will expire at 12:00 Midnight, New York
City time, on Tuesday, April 26, 1994, unless extended.
THE INFORMATION AGENT FOR THE PURCHASER'S OFFER IS:
BEACON HILL PARTNERS, INC.
90 BROAD STREET
NEW YORK, NY 10004
TOLL FREE: (800) 755-5001
<PAGE>
NOTICE OF
WITHDRAWAL OF SHARES OF COMMON STOCK
OF
MARK CONTROLS CORPORATION
TENDERED PURSUANT TO THE OFFER
TO PURCHASE DATED MARCH 22, 1994
BY
MRCC ACQUISITION CORPORATION
A WHOLLY OWNED SUBSIDIARY
OF
DANAHER CORPORATION
TO: CONTINENTAL BANK, NATIONAL ASSOCIATION ("DEPOSITARY")
<TABLE>
<S> <C> <C>
FACSIMILE TRANSMISSION NUMBER:
(312) 923-0271
BY MAIL: (FOR ELIGIBLE INSTITUTIONS BY HAND/OVERNIGHT DELIVERY:
Continental Bank, N.A. ONLY) 231 South LaSalle Street
Corporate Depositary Operations CONFIRM BY TELEPHONE: 19th Floor
P.O. Box 805857 (312) 828-5110 (Clark Street Side)
Chicago, Illinois 60680-4120 FOR INFORMATION CALL: Window
(800) 962-9324 Chicago, Illinois 60697
</TABLE>
LADIES AND GENTLEMEN:
The undersigned hereby withdraws the shares of common stock, par value $0.01
per share (the "Common Stock"), and the associated Series A Stock Purchase
Rights (the "Rights" and, together with the Common Stock, the "Shares"), of Mark
Controls Corporation described below.
DESCRIPTION OF SHARES WITHDRAWN
Names of tendering stockholder(s) ______________________________________________
Names of registered holder(s) (if different) ___________________________________
Number of Shares withdrawn _____________________________________________________
FURTHER DESCRIPTION OF SHARES WITHDRAWN
(to be completed only if certificates have been
delivered or otherwise identified to
Continental Bank, National Association
or tendered by book-entry transfer)
Certificate Number(s)* _________________________________________________________
If applicable, Book-Entry Transfer Facility account number _____________________
Name of Book-Entry Transfer Facility account ___________________________________
(MUST BE SIGNED ON REVERSE SIDE)
* CALL BEACON HILL PARTNERS, INC. TOLL FREE AT (800) 755-5001 FOR ASSISTANCE IF
YOU DO NOT HAVE YOUR CERTIFICATE NUMBER(S)
<PAGE>
STOCKHOLDER SIGN HERE
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
stock certificates or on a security position listing or by person(s) authorized
to become registered holder(s) by certificates and documents previously
transmitted or transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, please set forth full
title of such person.)
...............................................................................
...............................................................................
Signature(s) of Stockholder(s)
Dated: ___________________
Name(s) ________________________________________________________________________
Please Print
Capacity (full title) __________________________________________________________
Address ________________________________________________________________________
_______________________________________________________________________________
(Including Zip Code)
(Area Code and Tel. No.) _______________________________________________________
SIGNATURE GUARANTEE
(REQUIRED IF CERTIFICATES HAVE BEEN DELIVERED OR OTHERWISE IDENTIFIED TO
CONTINENTAL BANK, NATIONAL ASSOCIATION)
Authorized Signature ___________________________________________________________
Name ___________________________________________________________________________
Title __________________________________________________________________________
Name of Firm ___________________________________________________________________
Address ________________________________________________________________________
_______________________________________________________________________________
(Including Zip Code)
(Area Code and Tel No.) ________________________________________________________
Dated: ____________, 1994
<PAGE>
WITHDRAWAL OF SHARES OF COMMON STOCK
OF
MARK CONTROLS CORPORATION
TENDERED PURSUANT TO THE OFFER TO PURCHASE
BY
TYCO ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY
OF
TYCO INTERNATIONAL LTD.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
To Holders of Common Stock of Mark Controls Corporation
Who Have Tendered Shares Pursuant to the Offer of
Tyco Acquisition Corp., a wholly owned subsidiary
of Tyco International Ltd.:
In connection with the offer to purchase the shares of common stock, par
value $.01 per share (the "Common Stock"), of Mark Controls Corporation (the
"Company"), and the associated Series A Stock Purchase Rights (the "Rights" and,
together with the Common Stock, the "Shares"), by Crane Acquisition Corp. (the
"Purchaser"), a Delaware corporation and a wholly owned subsidiary of Crane Co.,
a Delaware corporation, described in the Purchaser's Offer to Purchase dated
March 30, 1994 and the related Letter of Transmittal (which, together with any
amendments or supplements thereto, constitute the "Purchaser's Offer"), the
Purchaser, for the convenience of holders of Shares, has provided on the
attached page a form of "Notice of Withdrawal" which, if properly completed and
delivered to Mellon Bank, N.A., the Depositary for the Tyco Tender Offer (as
defined below), will enable holders of Shares properly to withdraw Shares
tendered pursuant to the Tyco Tender Offer. Such form, a facsimile thereof or
any other proper notice of withdrawal may be delivered by hand or sent by
telegraphic, telex or facsimile transmission or letter to Mellon Bank, N.A.
SHARES HELD BY MELLON BANK, N.A. UNDER THE TYCO TENDER OFFER MUST FIRST BE
WITHDRAWN BEFORE THEY CAN BE TENDERED PURSUANT TO THE PURCHASER'S OFFER.
STOCKHOLDERS WHO DESIRE ASSISTANCE IN WITHDRAWING THE SHARES TENDERED PURSUANT
TO THE TYCO TENDER OFFER MAY CONTACT THE INFORMATION AGENT FOR THE PURCHASER'S
OFFER AT ITS ADDRESS AND TELEPHONE NUMBER SET FORTH BELOW.
Section 3 of the Offer to Purchase dated March 24, 1994 (the "Tyco Tender
Offer") of Tyco Acquisition Corp., a wholly owned subsidiary of Tyco
International Ltd., offering to purchase Shares, sets forth the applicable
procedures whereby Shares that have been tendered pursuant to the Tyco Tender
Offer may properly be withdrawn.
SECTION 3 OF THE TYCO TENDER OFFER PROVIDES IN RELEVANT PART AS FOLLOWS:
"For a withdrawal to be effective, a written, telegraphic,
telex or facsimile transmission notice of withdrawal must be
timely received by the Depositary at one of its addresses set
forth on the back cover of this Offer to Purchase. Any notice of
withdrawal must specify the name of the person who tendered the
Shares to be withdrawn, the number of Shares to be withdrawn and
the name in which the certificates representing such Shares are
registered, if different from that of the person who tendered such
Shares. If certificates for Shares to be withdrawn have been
delivered or otherwise identified to the Depositary, the serial
numbers shown on the particular certificates evidencing such
Shares to be withdrawn must also be furnished to the Depositary
prior to the physical release of the Shares to be withdrawn,
together with a signed notice of withdrawal with signatures
guaranteed by an Eligible Institution (except, with respect to
signature guarantees, in the case of Shares tendered by an
Eligible Institution). If Shares have been delivered pursuant to
the procedures for book-entry transfer set forth in Section 2 [of
the Tyco Tender
<PAGE>
Offer], any notice of withdrawal must specify the name and number
of the account at the appropriate Book-Entry Transfer Facility to
be credited with the withdrawn Shares and must otherwise comply
with such Book-Entry Facility's procedures."
Copies of the Purchaser's Offer dated March 30, 1994, and related Letter of
Transmittal, are also available from the Information Agent. Upon proper
withdrawal of Shares from the Tyco Tender Offer, Shares may be tendered pursuant
to the Purchaser's Offer, which will expire at 12:00 Midnight, New York City
time, on Tuesday, April 26, 1994, unless extended.
THE INFORMATION AGENT FOR THE PURCHASER'S OFFER IS:
BEACON HILL PARTNERS, INC.
90 BROAD STREET
NEW YORK, NY 10004
TOLL FREE: (800) 755-5001
<PAGE>
NOTICE OF
WITHDRAWAL OF SHARES OF COMMON STOCK
OF
MARK CONTROLS CORPORATION
TENDERED PURSUANT TO THE OFFER
TO PURCHASE DATED MARCH 24, 1994
BY
TYCO ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY
OF
TYCO INTERNATIONAL LTD.
TO: MELLON BANK, N.A. ("DEPOSITARY")
<TABLE>
<S> <C> <C> <C>
BY MAIL: BY FACSIMILE OVERNIGHT EXPRESS BY HAND:
Mellon Bank, N.A. TRANSMISSION: MAIL COURIER Mellon Bank, N.A.
c/o Mellon (For Eligible Mellon Bank, N.A. c/o Mellon Securities
Securities Institutions only) c/o Mellon Securities 120 Broadway,
Post Office Box 798 (201) 296-4062 85 Challenger Road 33rd Floor
Midtown Station CONFIRM BY TELEPHONE: Overpeck Centre New York, NY 10271
New York, NY 10018 1-800-777-3674 Ridgefield Park, NJ 07660
Attn: Reorganization Dept.
</TABLE>
LADIES AND GENTLEMEN:
The undersigned hereby withdraws the shares of common stock, par value $0.01
per share (the "Common Stock"), and the associated Series A Stock Purchase
Rights (the "Rights" and, together with the Common Stock, the "Shares"), of Mark
Controls Corporation described below.
DESCRIPTION OF SHARES WITHDRAWN
Names of tendering stockholder(s) ______________________________________________
Names of registered holder(s) (if different) ___________________________________
Number of Shares withdrawn _____________________________________________________
FURTHER DESCRIPTION OF SHARES WITHDRAWN
(to be completed only if certificates have been
delivered or otherwise identified to
Mellon Bank, N.A.
or tendered by book-entry transfer)
Certificate Number(s)* _________________________________________________________
If applicable, Book-Entry Transfer Facility account number _____________________
Name of Book-Entry Transfer Facility account ___________________________________
(MUST BE SIGNED ON REVERSE SIDE)
* CALL BEACON HILL PARTNERS, INC. TOLL FREE AT (800) 755-5001 FOR ASSISTANCE IF
YOU DO NOT HAVE YOUR CERTIFICATE NUMBER(S)
<PAGE>
STOCKHOLDER SIGN HERE
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
stock certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
previously transmitted or transmitted herewith. If signature is by a trustee,
executor, administrator, guardian, attorney-in-fact, agent, officer of a
corporation or other person acting in a fiduciary or representative capacity,
please provide the following information.)
...............................................................................
...............................................................................
Signature(s) of Holder(s) of Shares
Dated: ___________________
Name(s) ________________________________________________________________________
Please Print
Capacity (full title) __________________________________________________________
Address ________________________________________________________________________
________________________________________________________________________________
(Including Zip Code)
(Area Code and Tel. No.) _______________________________________________________
SIGNATURE GUARANTEE
(REQUIRED IF CERTIFICATES HAVE BEEN DELIVERED OR OTHERWISE IDENTIFIED TO MELLON
BANK, N.A.)
Authorized Signature ___________________________________________________________
Name ___________________________________________________________________________
Title __________________________________________________________________________
Name of Firm ___________________________________________________________________
Address ________________________________________________________________________
_______________________________________________________________________________
(Including Zip Code)
(Area Code and Tel No.) ________________________________________________________
Dated: ____________, 1994
