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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
SCHEDULE 14D-1
(Amendment No. 2-Final Amendment)
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. 8)
_________________________
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<PAGE>
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CUSIP. NO. 57038N-10-5
1. Names of reporting persons. SS or IRS Identification No. of
above persons: Crane Co. IRS No. 13-1952290.
2. Check the appropriate box if a member of a group: a) / /
b) / /
3. SEC use only:
4. Source of funds: BK
5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e): / x /
6. Citizenship or place of organization: Delaware
7. Aggregate amount beneficially owned by each reporting person:
4, 849,593
8. Check box if the aggregate amount in Row (7) excludes certain
shares: / /
9. Percent of Class represented by amount in Row (7): 96.3
percent.
10. Type of reporting persons: CO<PAGE>
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CUSIP No. 57038N-10-5
1. Names of reporting persons. SS or IRS Identification No. of
above persons: Crane Acquisition Corp.
2. Check the appropriate box if a member of a group: a) / /
b) / /
3. SEC use only:
4. Source of funds: AF
5. Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 3(e): / /
6. Citizenship or place of organization: Delaware
7. Aggregate amount beneficially owned by each reporting person:
4, 849,593
8. Check box if the aggregate amount in Row (7( excludes certain
shares: / /
9. Percent of Class represented by amount in Row (7): 96.3
10. Type of reporting persons: CO<PAGE>
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This Amendment No. 2 to the 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 Amendment No. 2 constitutes the
final amendment to the Tender Offer Statement on Schedule 14D-1
in accordance with General Instruction D to Schedule 14D-1.
Unless otherwise indicated, all capitalized terms used herein
shall have the meaning set forth in the Offer to Purchase.
This Statement also constitutes Amendment No. 8 to the Statement
on Schedule 13D, dated January 3, 1994, filed by Crane, relating
to its beneficial ownership of Shares.
1. Item 6 is hereby amended to add the following to paragraph
(b) thereof:
Item 6. Interest in Securities of the Subject Company
(b) Crane and the Purchaser have been advised by the
Depositary for the Offer that as of the expiration of the Offer,
4,185,729 Shares including Shares tendered by notice of
guaranteed delivery) had been validly tendered and not withdrawn.
The total number of Shares purchased pursuant to the Offer is
4,185,729 Shares, which constitute all of the Shares,
certificates for which were validly tendered and not withdrawn
prior to the expiration of the Offer. All of these Shares were
accepted for payment and purchased at a price of $19.50 per
Share, net to the seller in cash, without interest. As a result
of these purchases, together with the 663,810 Shares previously
purchased by Crane, and delivered to Purchaser, and assuming that
the Purchaser will purchase 85,051 Shares still to be physically
delivered pursuant to the guaranteed delivery method, the
Purchaser and Crane will beneficially own 4,849,539 Shares, which
constitute approximately 96.3 percent of the outstanding Shares.
The Offer expired according to its terms at 12:00 Midnight, New
York City time, on Tuesday, April 26, 1994.
2. Item 11 is hereby amended to add the following:
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
99.11 - News Release dated April 27, 1994.
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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: April 28, 1994
CRANE CO.
By: /s/ Paul R. Hundt
Name: Paul R. Hundt
Title: Vice President
Dated: April 28, 1994
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EXHIBIT INDEX
EXHIBIT
99.11 News Release dated April 27, 1994
FOR IMMEDIATE RELEASE
CRANE CO. ACQUIRES MARK CONTROLS CORPORATION
STAMFORD, CONNECTICUT -- April 27, 1994 -- Crane Co.
(CR/NYSE) announced today the successful completion of its all-
cash tender offer for all of the outstanding shares of common
stock of Mark Controls Corporation (MRCC/NASDAQ). The tender
offer expired at midnight, New York City time, on Tuesday, April
26, 1994. Crane has been informed by the depositary for the
tender offer that approximately 4,185,729 shares were tendered
into the offer and not withdrawn. These shares, together with
the 663,810 shares already owned by Crane Co., constitute 96.3
percent of the 5,038,310 shares outstanding as of March 30, 1994,
the date of the offer. Crane Acquisition Corp., a wholly-owned
subsidiary of Crane Co., has accepted and will pay for all shares
tendered on April 28, 1994.
R. S. Evans, Chairman and Chief Executive Officer of Crane
Co. stated, "We are very pleased that the Mark Controls
businesses have become part of Crane. Mark Controls is a well-
managed company and we anticipate a successful integration of
these operations into Crane Co."
Crane Co. is a diversified manufacturer of engineered
industrial products, serving niche markets in aerospace, fluid
handling, automatic merchandising and the construction industry.
Crane's wholesale distribution business serves the building
products markets and industrial customers.
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CONTACT: D. L. Kelley, Crane Co., Stamford, CT
203/363-7239
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