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United States
Securities and Exchange Commission
Washington, DC. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Mark Controls Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
57038N-10-5
(CUSIP Number)
Crane Co., 100 First Stamford Place,
Stamford, CT 06902,
Attention: Paul R. Hundt, Secretary (203 363-7220)
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 28, 1994
(Date of Event which Requires Filing of this Statement)
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The Schedule 13D filed by Crane Co. on January 3, 1994 with respect
to Mark Controls Corporation is hereby amended as follows:
Item 4. Purpose of Transaction
On March 28, 1994, Crane announced that it would commence a cash
tender offer for all outstanding shares of the Issuer at $19.50 and
sent a letter to the Issuer advising of the announcement and of
Crane's expectation that the Issuer would take all necessary and
appropriate actions to facilitate the Offer. Copies of Crane's
press release and letter are attached hereto as Exhibits 6 and 7,
respectively.
Item 7. Material to be Filed as Exhibits
6. Copy of Press Release dated March 28, 1994
7. Letter dated March 28, 1994
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: March 28, 1994
/s/ Paul R. Hundt
Vice President
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FOR IMMEDIATE RELEASE
CRANE CO. ANNOUNCES CASH TENDER OFFER FOR MARK CONTROLS
STAMFORD, CONNECTICUT -- March 28, 1994 -- Crane Co. announced
today that it will commence a cash tender offer for all outstanding
shares of Mark Controls Corporation at $19.50.
R. S. Evans, Chairman and Chief Executive Officer of Crane
stated: "Crane already holds 13.2 percent of Mark Controls and is
determined to pursue this acquisition because Mark Controls fits
perfectly with Crane's existing businesses." In a letter to
William Bendix, Chairman of Mark Controls, R. S. Evans praised the
professional management of Mark Controls, and stated that he
expected that the merger would enhance both companies.
According to a Crane spokesman, the Crane offer is scheduled
to commence as soon as practicable and would be subject to
customary conditions, including tenders of a majority of the
outstanding shares.
Crane Co. is a diversified manufacturer of engineered
industrial products serving niche markets in the aerospace, fluid
handling, automatic merchandising and construction industries.
Crane's wholesale distribution businesses serve building products
markets and industrial customers.
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Contact: D. L. Kelley, Crane Co., Stamford CT
203/363-7239
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March 28, 1994
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/ R. S. Evans
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