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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 10549
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
AMENDMENT NO.2
FINAL AMENDMENT
ELDEC CORPORATION
(Name of Subject Company)
CRANE ACQUISITION CORP.
CRANE CO.
(Bidders)
Common Stock, par value $0.05 per Share
(Title of Class of Securities)
284452 10 9
(CUSIP Number of Class of Securities)
Paul R. Hundt
Secretary
Crane Co.
100 First Stamford Palace
Stamford, CT 06902
Telephone Number (203) 363-7300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidders)
Copy to:
Albert F. Lilley
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
Telephone: (212) 530-5754
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CUSIP NO. 284452 109
1) Name of Reporting Person S.S. or I.R.S. Identification
Nos. 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) Sources of Funds (See Instructions) BK
5) [x] Check 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.
8) [] Check if the Aggregate amount in Row 7 Excludes Certain
Shares (See Instructions).
9) Percent of Class Represented by Amount in Row 7 NA .
10) Type of Reporting Person (See Instructions) CO .
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CUSIP NO.284452 109
1) Name of Reporting Persons S.S. or L.R.S. Identification Nos.
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) Sources of Funds (See Instructions) AF
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Itens 2(e) or 2(f).
6) Citizenship or Place of Organization Washington.
7) Aggregate Amount Beneficially Owned by Each Reporting Person
[5,620,383]
8) Check if the Aggregate amount in Row 7 Excludes Certain
Shares (See Instructions).
9) Percent of Class Represented by Amount in Row 7 NA .
10) Type of Reporting Person (See Instructions) CO .
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This Amendment No. 2 to the Tender Offer Statement on
Schedule 14D-1 filed with the Securities and Exchange Commission
on February 17, 1994 (the "Schedule 14D-1") with respect to the
Common Shares of ELDEC Corporation (the "Issuer").
This Amendment No. 2 is being filed by Crane Co. ("Crane")
and Crane Acquisition Corp. (the "Purchaser"). Other than as
set forth herein, there has been no material change in the
information set forth in the Schedule 14D-1.
Item 4, Source and Amount of Funds or Other Consideration.
Item 4 is hereby amended and supplemented as follows:
On March 18, 1994, Crane borrowed $73,065,000 under its
uncommitted, multi-purpose money market borrowing lines of
credit at a weighted average interest rate of 3.62% and provided
such amount to Purchaser for the purchase of Shares pursuant to
the Offer and the Stock Purchase Agreement.
Item 5, Purpose of the Tender Offer and Plans or Proposals of
the Binders.
Item 5 is hereby amended and supplemented as follows:
On March 18, 1994, following Purchaser's acquisition of
5,620,383 Shares, representing approximately 98.7% of the
outstanding Shares, Purchase consummated the Merger as a "short
form" merger pursuant to the applicable provisions of the WBCA.
The Merger did not require any amendment to the Merger
Agreement; however, the Articles of Merger and the related Plan
of Merger filed with the Secretary of State of the State of
Washington provided, in accordance with the applicable
provisions of the WBCA, that ELDEC Corporation was merged with
and into Purchaser, and that the name of Purchaser was changed
to ELDEC Corporation. A copy of the press release relating to
the foregoing is filed as Exhibit (a)(8) to the Schedule 14D-1
and is incorporated herein by reference.
Item 6, Interest in Securities of the Subject Company.
Item 6 is hereby amended and supplemented as follows:
On March 18, 1994, Purchaser was informed by the Depositary
that a total of 2,720,511 Shares had been validly tendered
pursuant to the Offer and not withdrawn. Purchaser paid for all
such Shares by depositing the purchase price therefor with the
Depositary, as agent for the tendering stockholders. Also on
March 18, 1994, pursuant to the terms of the Stock Purchase
Agreement, and immediately following Purchaser's purchase of
Shares pursuant to the Offer, Purchaser purchased 2,899,872
Shares from the individual stockholders and trusts which were a
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party thereto. A copy of a press release relating to the
foregoing purchases pursuant to the Offer and the Stock Purchase
Agreement is filed as Exhibit (a)(8) to the Schedule 14D-1 and
is incorporated herein by reference.
Item 11, Material to be filed as Exhibits.
Item 11 is hereby amended and supplemented to add the
following Exhibits:
(a)(8) Press Release issued by Crane on March 18,
1994.
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SIGNATURES
After due inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: March 18, 1994
CRANE ACQUISITION CORP.
By: Paul R. Hundt
Name:Paul R. Hundt
Title: Vice President
CRANE CO.
By: Paul R. Hundt
Name:Paul R. Hundt
Title: Vice President
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EXHIBIT INDEX
EXHIBIT PAGE IN
NO. SEQUENTIAL
NUMBERING
SYSTEM
(a) (8) Press Release issued by Crane on March 18, 1994.
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Exhibit
FOR IMMEDIATE RELEASE
CRANE CO. ACQUIRES ELDEC CORPORATION
STAMFORD, CONNECTICUT -- March 18, 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 ELDEC Corporation (ELDC/NASDAQ). The tender offer
expired at midnight, New York City time, on Thursday, March 17,
1994. Crane has been informed by the depositary for the tender
offer that approximately 2,720,511 shares were tendered into the
offer and not withdrawn. Crane Acquisition Corp., a wholly-
owned subsidiary of Crane Co., has accepted and paid for all of
the shares tendered. In addition, Crane Acquisition Corp.
purchased an additional 2,899,872 shares pursuant to the terms
of a stock purchase agreement entered into with certain holders
of ELDEC shares.
With the completion of these two purchases, Crane
Acquisition Corp. acquired 98.7 percent of the outstanding
shares of ELDEC and thereafter consummated the merger of ELDEC
Corporation into Crane Acquisition Corp. The surviving
corporation is named ELDEC Corporation and it is anticipated
that ELDEC Corporation will continue to operate as a wholly-
owned subsidiary of Crane Co. Any shares not acquired in the
tender offer will be granted the right to receive $13 net per
share in cash in the subsequent merger.
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
