<PAGE>
Filed Pursuant to Rule 424(b)(2)
Registration File No.: 33-53709
PROSPECTUS SUPPLEMENT
(To Prospectus dated May 31, 1994)
CRANE (Registered Trademark)
CRANE CO.
$100,000,000
6 3/4% Notes Due 2006
Interest payable April 1 and October 1
ISSUE PRICE: 99.697%
The 6 3/4% Notes due 2006 (the "Notes") will mature on October 1, 2006 and are
not redeemable prior to maturity. The Notes will be represented by one or more
global securities registered in the name of a nominee of The Depository Trust
Company, as Depositary (the "Depositary"). Beneficial interests in the Notes
will be shown on, and transfers thereof will be effected only through, records
maintained by the Depositary and its participants. Except as described herein,
Notes will not be issued in definitive form. See "Description of Notes."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC (1) COMMISSIONS (2) COMPANY (1)(3)
--------------- ----------------- ---------------
<S> <C> <C> <C>
Per Note 99.697% .650% 99.047%
- ---------- ------ ---- ------
Total $99,697,000 $650,000 $99,047,000
- ---------- ----------- -------- -----------
</TABLE>
(1) Plus accrued interest, if any, from September 21, 1998.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
(3) Before deduction of expenses payable by the Company estimated at $100,000.
The Notes are offered subject to prior sale, when, as and if accepted by the
Underwriters and subject to approval of certain legal matters by Davis Polk &
Wardwell, counsel for the Underwriters. It is expected that delivery of the
Notes will be made on or about September 21, 1998 through the facilities of
the Depositary, against payment therefor in same-day funds.
J.P. MORGAN SECURITIES INC.
SALOMON SMITH BARNEY
September 16, 1998
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE NOTES.
SPECIFICALLY, THE UNDERWRITERS MAY OVER-ALLOT WITH THE OFFERING, AND MAY BID
FOR AND PURCHASE, THE NOTES OFFERED HEREBY. FOR A DESCRIPTION OF THESE
ACTIVITIES, SEE "UNDERWRITING."
No person has been authorized to give any information or to make any
representations on behalf of the Company or the Underwriters other than those
contained in this Prospectus Supplement or the accompanying Prospectus, and, if
given or made, such information or representations must not be relied upon as
having been authorized. This Prospectus Supplement and the accompanying
Prospectus do not constitute an offer to sell or the solicitation of an offer
to buy any securities other than the Notes or any offer to sell or the
solicitation of any offer to buy the Notes in any circumstances in which such
offer or solicitation is unlawful. Neither the delivery of this Prospectus
Supplement or the accompanying Prospectus nor any sale made hereunder or
thereunder shall, under any circumstances, create any implication that there
has been no change in the affairs of the Company since the date hereof or
thereof or that the information contained herein or therein is correct as of
any time subsequent to their respective dates.
TABLE OF CONTENTS
---------------------
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
<S> <C>
The Company .................................. S-3
Use of Proceeds .............................. S-3
Ratios of Earnings to Fixed Charges .......... S-3
Description of Notes ......................... S-3
Underwriting ................................. S-5
Experts ...................................... S-5
Legal Opinions ............................... S-6
</TABLE>
PROSPECTUS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Available Information ...................................... 2
Incorporation of Certain Information by Reference .......... 2
The Company ................................................ 3
Use of Proceeds ............................................ 3
Ratios of Earnings to Fixed Charges ........................ 3
Description of Debt Securities ............................. 3
Plan of Distribution ....................................... 10
Experts .................................................... 11
Legal Opinions ............................................. 11
</TABLE>
S-2
<PAGE>
THE COMPANY
Crane Co. (the "Company" or "Crane") is a diversified manufacturer of
engineered industrial products, serving niche markets in aerospace, fluid
handling, engineered materials, controls and merchandising systems, and the
largest American distributor of doors, windows and millwork. Founded in 1855,
Crane employs approximately 11,000 people in North America, Europe, Asia and
Australia.
The Company's strategy is to grow the earnings of niche businesses with
high market share, build an aggressive and committed management team whose
interests are directly aligned to those of the shareholders and maintain a
focused, efficient corporate structure.
USE OF PROCEEDS
The net proceeds from the sale of the Notes will be used to repay
outstanding short-term bank debt. The short-term debt to be repaid matures
within one to seven days and as of September 14, 1998 bears interest at a
weighted average rate of 5.30% per annum.
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for
the Company for each of the five years ended December 31, 1997 and for the six
months ended June 30, 1998. For the purpose of calculating such ratio,
"earnings" consist of income from continuing operations before income taxes and
fixed charges (excluding capitalized interest). "Fixed charges" consist of
interest expense, one-third of rental expense (which approximates the interest
factor) and capitalized interest.
<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED
- --------------------------------------------------- JUNE 30,
1993 1994 1995 1996 1997 1998
- ----------- --------- --------- --------- --------- -----------
<S> <C> <C> <C> <C> <C>
5.73 4.06 4.71 6.02 7.06 7.71
</TABLE>
DESCRIPTION OF NOTES
The following description of the particular terms of the Notes offered
hereby (referred to in the accompanying Prospectus as the "Debt Securities")
supplements, and to the extent inconsistent therewith replaces, the description
of the general terms and provisions of the Debt Securities set forth in the
Prospectus, to which description reference is hereby made.
GENERAL
The Notes are to be issued under an indenture dated as of April 1, 1991
(the "Senior Indenture"), between the Company and The Bank of New York, as
trustee (the "Trustee"), which Senior Indenture is more fully described under
the heading "Description of Debt Securities" in the accompanying Prospectus.
The Notes offered hereby will be limited to $100,000,000 in aggregate
principal amount and will mature on October 1, 2006. The Notes will bear
interest from September 21, 1998, at the rate per annum set forth on the cover
page of this Prospectus Supplement, payable semi-annually on April 1 and
October 1 of each year, commencing April 1, 1999 to the persons in whose names
the Notes are registered at the close of business on March 15 and September 15,
as the case may be, next preceding such April 1 and October 1.
The Notes will not be redeemable prior to maturity and will not be
entitled to the benefit of any sinking fund.
S-3
<PAGE>
BOOK-ENTRY SYSTEM
The Notes will be issued in the form of one or more registered global
securities and will be deposited with, or on behalf of, the Depositary, and
registered in the name of the Depositary's nominee.
The Depository Trust Company, as Depositary, has advised the Company as
follows: The Depositary is a limited purpose trust company organized under the
laws of the State of New York, a "banking organization" within the meaning of
the New York banking law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of section 17A of the
Exchange Act. The Depositary was created to hold securities of its participants
and to facilitate the clearance and settlement of securities transactions among
its participants in such securities through electronic book-entry changes in
accounts of the participants, thereby eliminating the need for physical
movement of securities certificates. The Depositary's participants include
securities brokers and dealers, banks, trust companies, clearing corporations
and certain other organizations, some of whom (and/or their representatives)
own the Depositary. Access to the Depositary's book-entry system is also
available to others, such as banks, brokers, dealers and trust companies, that
clear through or maintain a custodial relationship with a participant, either
directly or indirectly.
Upon the issuance of a global security in registered form, the Depositary
will credit, on its book-entry registration and transfer system, the respective
principal amounts of the Notes represented by such global security to the
accounts of institutions that have accounts with the Depositary or its nominee.
Ownership of beneficial interests in the global security will be limited to
participants or persons that may hold interests through participants. Ownership
of beneficial interests by participants in the global security will be shown
on, and the transfer of that ownership interest will be effected only through,
records maintained by the Depositary or its nominee. Ownership of beneficial
interests in the global security by persons that hold through a participant
will be shown on, and the transfer of that ownership interest within such
participant will be effected only through, records maintained by such
participant. The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
laws may impair the ability to own or to transfer beneficial interests in the
Notes as long as they continue to be issued in the form of a global security.
So long as the Depositary or its nominee is the registered owner of a
global security, it will be considered the sole owner or holder of the Notes
represented by such global security for all purposes under the Senior
Indenture. Except as set forth below, owners of beneficial interests in such
global security will not be entitled to have the Notes represented thereby
registered in their names, will not receive or be entitled to receive physical
delivery of certificates representing the Notes and will not be considered the
owners or holders thereof under the Senior Indenture.
Payment of principal of, and any interest on, the Notes represented by a
global security will be made to the Depositary or its nominee, as the
registered owner or the holder of the global security. None of the Company, the
Trustee, any paying agent or registrar for such Notes will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in the global
security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
The Company has been advised by the Depositary that the Depositary will
credit participants' accounts with payments of principal, or interest on the
payment date thereof in amounts proportionate to their respective beneficial
interests in the principal amount of the global security as shown on the
records of the Depositary. The Company expects that payments by participants to
owners of beneficial interests in the global security held through such
participants will be governed by standing instructions and customary practices,
as is now the case with securities held for the accounts of customers
registered in "street name," and will be the responsibility of such
participants.
A global security may not be transferred except as a whole to a nominee or
successor of the Depositary. If the Depositary is at any time unwilling or
unable to continue as depositary and a successor depositary is not appointed by
the Company within ninety days, the Company will issue certificates in
registered form in exchange for the global security or securities representing
the Notes. In addition, the Company may at any time and in its sole discretion
determine not to have the Notes represented by a global security and, in such
event, will issue certificates in definitive form in exchange for the global
security representing the Notes.
S-4
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting
Agreement dated September 16, 1998, the Underwriters named below have severally
agreed to purchase and the Company has agreed to sell to them, severally, the
respective principal amounts of Notes set forth opposite their names below:
<TABLE>
<CAPTION>
UNDERWRITERS PRINCIPAL AMOUNT
- ------------------------------------------ -----------------
<S> <C>
J.P. Morgan Securities Inc. .......... $ 60,000,000
Salomon Smith Barney Inc. ............ 40,000,000
------------
Total ............................. $100,000,000
============
</TABLE>
The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the Notes are subject to the
approval of certain legal matters by their counsel and to certain other
conditions. The Underwriters are obligated to take and pay for all of the Notes
if any are taken.
The Underwriters propose initially to offer the Notes in part directly to
the public at the public offering price set forth on the cover page of this
Prospectus Supplement and in part to certain dealers at a price that represents
a concession not in excess of .40% of the principal amount of the Notes. The
Underwriters may allow, and such dealers may reallow, a concession not in
excess of .25% of the principal amount of the Notes to certain brokers and
dealers. After the initial public offering, the public offering price and such
concessions may be varied by the Underwriters.
The Notes are a new issue of securities with no established trading
market. The Company has been advised by the Underwriters that the Underwriters
intend to make a market in the Notes but are not obligated to do so and may
discontinue market making at any time without notice. No assurance can be given
as to the liquidity of the trading market for the Notes.
In connection with the offering, the Underwriters may engage in
transactions that stabilize, maintain or otherwise affect the price of the
Notes. Specifically, the Underwriters may overallot the offering, creating a
syndicate short position. In addition, the Underwriters may bid for, and
purchase, the Notes in the open market to cover syndicate shorts or to
stabilize the price of the Notes. Finally, the underwriting syndicate may
reclaim selling concessions allowed for distributing the Notes in the offering,
if the syndicate repurchases previously distributed Notes in syndicate covering
transactions, in stabilization transactions or otherwise. Any of these
activities may stabilize or maintain the market price of the Notes above
independent market levels. The Underwriters are not required to engage in these
activities, and may end any of these activities at any time.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
In the ordinary course of their respective businesses, certain of the
Underwriters and certain of their affiliates have provided and may in the
future provide investment banking services to the Company, and affiliates of
J.P. Morgan Securities Inc. have provided and may in the future provide
commercial banking services to the Company.
EXPERTS
The consolidated financial statements and the related supplemental
schedules incorporated in this Prospectus Supplement by reference from the
Company's Annual Report on Form 10-K for the year ended December 31, 1997 have
been audited by Deloitte & Touche LLP, independent public accountants, as
stated in their reports, which are incorporated herein by reference, and have
been so incorporated in reliance upon such reports given upon the authority of
that firm as experts in accounting and auditing.
S-5
<PAGE>
LEGAL OPINIONS
The validity of the Notes offered hereby will be passed upon for the
Company by Augustus I. duPont, Esq., Vice President, General Counsel and
Secretary of the Company. Certain legal matters relating to the Notes offered
hereby will be passed upon for the Underwriters by Davis Polk & Wardwell. As of
September 15, 1998, Mr. duPont held 53,400 shares of the Company's common stock
directly, of which 53,175 shares are subject to forfeiture upon failure of the
vesting conditions in the Company's Restricted Stock Award Plans, 415 shares of
common stock under the Company's Savings and Investment Plan and options to
purchase 123,750 shares of common stock granted under the Company's Stock
Option Plans.
S-6
<PAGE>
PROSPECTUS
$300,000,000
CRANE CO.
DEBT SECURITIES
---------------------
Crane Co. (the "Company" or "Crane") may offer from time to time, in one
or more series, senior debt securities (the "Senior Securities") and/or
subordinated debt securities (the "Subordinated Securities"), each of which
will be a direct, unsecured obligation of the Company and offered to the public
on terms determined at the time of sale (the Senior Securities and the
Subordinated Securities being herein referred to collectively as the "Debt
Securities"). The Company may sell Debt Securities for proceeds of up to
$300,000,000 directly, through agents designated from time to time, through
dealers or through underwriters also to be designated. See "Plan of
Distribution."
The specific terms of the Debt Securities, including, where applicable,
the designation, aggregate principal amount, denominations, purchase price,
maturity, interest rate (which may be fixed or variable) and time of payment of
interest, if any, any terms for mandatory or optional redemption, any terms for
sinking fund payments, any listing on a securities exchange and any other
specific terms in connection with the sale of the Debt Securities in respect of
which this Prospectus is being delivered are set forth in the accompanying
Prospectus Supplement (the "Prospectus Supplement") and Pricing Supplement, if
any.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
---------------------
The date of this Prospectus is May 31, 1994.
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR
THE ACCOMPANYING PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR ANY UNDERWRITER, DEALER OR AGENT. NEITHER THE DELIVERY OF THIS
PROSPECTUS OR THE ACCOMPANYING PROSPECTUS SUPPLEMENT NOR ANY SALE MADE
HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION
THAT THE INFORMATION CONTAINED HEREIN OR IN THE ACCOMPANYING PROPSECTUS
SUPPLEMENT IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF OR THEREOF
OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF OR THEREOF. NEITHER THIS PROSPECTUS NOR THE ACCOMPANYING PROSPECTUS
SUPPLEMENT CONSTITUTES AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY
DEBT SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"), all of which may be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington,
D.C. 20549, and at the following Regional Offices of the Commission: Chicago
Regional Office, Northwest Atrium Center, 500 West Madison Street, Chicago,
Illinois 60661; and New York Regional Office, Seven World Trade Center, New
York, New York 10048. Copies of such material can be obtained at prescribed
rates from the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Judiciary Plaza, Washington, D.C. 20549. The Commission maintains a Web
site that contains reports, proxy and information statements and other
materials that are filed through the Commission's Electronic Data Gathering
Analysis and Retrieval (EDGAR) System. This Web site can be accessed at
http://www.sec.gov. Such material can also be inspected at the offices of the
New York Stock Exchange, 20 Broad Street, New York, New York 10005, where the
Company's Common Stock is listed.
This Prospectus constitutes part of a Registration Statement filed by the
Company with the Commission under the Securities Act of 1933, as amended (the
"Securities Act"). This Prospectus and the accompanying Prospectus Supplement
omit certain of the information contained in the Registration Statement in
accordance with the rules and regulations of the Commission. Reference is
hereby made to the Registration Statement and related exhibits for further
information with respect to the Company and the Debt Securities. Statements
contained herein concerning the provisions of any document are not necessarily
complete and, in each instance, where a copy of such document has been filed as
an exhibit to the Registration Statement or otherwise has been filed with the
Commission, reference is made to the copy so filed. Each such statement is
qualified in its entirety by such reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents previously filed by the Company with the
Commission (File No. 1-1657) are incorporated by reference into this
Prospectus.
1. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993.
2. The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1994.
3. The Company's Current Reports on Form 8-K filed January 12, 1994
(as amended by Form 8-K-A filed January 26, 1994), filed March
31, 1994 (as amended by Form 8-K-A filed May 2, 1994), filed May
12, 1994 (as amended by Form 8-K-A filed May 12, 1994) and filed
May 18, 1994.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the offering of the Debt Securities
shall be deemed to be incorporated by reference into this Prospectus from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any Prospectus Supplement or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, including any beneficial owner, upon written or
oral request of such person, a copy of any and all of the documents that have
been or may be incorporated by reference herein (other than exhibits to such
documents which are not specifically incorporated by reference into such
documents). Such requests should be directed to Secretary, Crane Co., 100 First
Stamford Place, Stamford, Connecticut 06902 (telephone (203) 363-7300).
2
<PAGE>
THE COMPANY
The Company is a diversified manufacturer of engineered industrial
products, serving niche markets in aerospace, fluid handling, automatic
merchandising and the construction industry. The Company's Wholesale
Distribution segment serves the building products markets and industrial
customers. The Company's strategy is to maintain a balanced business mix and to
focus on niche businesses where it can obtain a significant market position
building on its strength in special engineered, light-to-medium manufacturing
and distribution, while reducing its reliance on highly capital-intensive and
cyclical businesses.
The Company was reincorporated in the state of Delaware in 1985 as the
successor to an Illinois corporation which traced its origins to 1855. The
Company's principal executive offices are located at 100 First Stamford Place,
Stamford, Connecticut 06902, and its telephone number is (203) 363-7300.
USE OF PROCEEDS
Except as otherwise provided in the Prospectus Supplement, the net
proceeds from the sale of the Debt Securities will be used to repay outstanding
borrowings and for working capital and general corporate purposes, which may
include acquisitions. While the Company regularly evaluates acquisition
candidates and conducts preliminary discussions, the Company is not currently
involved in any negotiations with respect to, and has no agreement or
understanding regarding, any such acquisition.
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for
the Company for each of the five years ended December 31, 1993 and for the
three months ended March 31, 1994. For the purpose of calculating such ratio,
"earnings" consist of income from continuing operations before income taxes and
fixed charges (excluding capitalized interest). "Fixed charges" consist of
interest expense, one-third of rental expense (which approximates the interest
factor) and capitalized interest.
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
- --------------------------------------------------- -------------
1989 1990 1991 1992 1993 1994
- ----------- --------- --------- --------- --------- -------------
<S> <C> <C> <C> <C> <C>
4.42 5.36 5.04 2.90 5.73 3.70
</TABLE>
DESCRIPTION OF DEBT SECURITIES
The Senior Securities will be issued under an Indenture dated as of April
1, 1991 (the "Senior Indenture") between the Company and The Bank of New York,
as Trustee (the "Senior Trustee"), and the Subordinated Securities will be
issued under an Indenture (the "Subordinated Indenture") between the Company
and The First National Bank of Chicago, as Trustee (the "Subordinated
Trustee"). The Senior Indenture and the form of Subordinated Indenture
(collectively the "Indentures") are filed as exhibits to the Registration
Statement and are also available for inspection at the office of the respective
Trustee. The following statements are subject to the detailed provisions of the
Indentures including the definitions therein of certain terms which are not
otherwise defined in this Prospectus. Section references are to both Indentures
unless otherwise indicated. Wherever particular provisions of the Indentures
are referred to, such provisions are incorporated by reference as part of the
statements made and the statements are qualified in their entirety by such
reference. The Indentures are substantially identical, except for certain
covenants of the Company contained in the Senior Indenture and provisions
relating to subordination contained in the Subordinated Indenture.
GENERAL
The Indentures do not limit the aggregate principal amount of Debt
Securities which may be issued thereunder and provide that the Debt Securities
may be issued from time to time in one or
3
<PAGE>
more series. All Senior Securities will be direct, unsecured and unsubordinated
obligations of the Company and will rank equally with any other unsecured and
unsubordinated obligations of the Company for borrowed money. All Subordinated
Securities will be direct, unsecured obligations of the Company and will be
subordinated to the prior payment in full of all Senior Indebtedness (which
term includes the Senior Securities) of the Company described below under
"Provisions Applicable Solely to Subordinated Securities -- Subordination."
Except as described under "Provisions Applicable Solely to Senior Securities,"
the Indentures do not limit other indebtedness or securities which may be
incurred or issued by the Company or any of its subsidiaries or contain
financial or similar restrictions on the Company or any of its subsidiaries.
The Company's source of payment of the Debt Securities is revenues from
operations conducted directly by it and cash distributions from its
subsidiaries. Because a substantial majority of the Company's consolidated
assets and a significant portion of its earnings are accounted for by its
subsidiaries, the Company's cash flow and the consequent ability to service its
debt (including the Debt Securities) are dependent upon the earnings of such
subsidiaries and other companies in which the Company has investments and the
distribution of those earnings to the Company. To the extent the Company must
rely on earnings of its subsidiaries and other companies in which it has an
investment to pay amounts owed on the Debt Securities, the Debt Securities will
effectively be subordinated to all liabilities, including trade payables, of
the Company's subsidiaries and such other companies, except to the extent that
the Company's claims as a creditor of such companies may be recognized.
The Prospectus Supplement which accompanies this Prospectus shall set
forth where applicable the following terms of and information relating to the
Debt Securities offered thereby: (i) the designation, classification as Senior
Securities or Subordinated Securities and aggregate principal amount of the
Debt Securities; (ii) the percentage of the principal amount at which such Debt
Securities will be issued; (iii) the date or dates on which principal of, and
premium, if any, on the Debt Securities is payable; (iv) the rate per annum at
which the Debt Securities shall bear interest, if any, or the method by which
such rate shall be determined; (v) the dates from which interest, if any, will
accrue and on which interest will be payable and the related record dates or
the method by which such dates may be determined; (vi) any redemption,
repayment or sinking fund provisions; (vii) if the Debt Securities will be
represented in whole or in part by one or more global notes registered in the
name of the depository or its nominee; (viii) if the amount of payments of
principal of or premium, if any, or interest, if any, on the Debt Securities
may be determined with reference to an index, the manner in which such amount
shall be determined; and (ix) any other specific terms of the Debt Securities.
(Section 2.3).
The Debt Securities will be issued only in fully registered form without
coupons and, unless otherwise specified in the accompanying Prospectus
Supplement, in denominations of $1,000 and any multiple thereof.
Unless otherwise specified in the accompanying Prospectus Supplement,
principal and premium, if any, will be payable, and the Debt Securities will be
transferable and exchangeable without any service charge, at the office of the
applicable Trustee. However, the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
with any such transfer or exchange. (Section 3.2).
Interest on any series of Debt Securities is to be payable on the interest
payment dates set forth in the accompanying Prospectus Supplement to the
persons in whose names the Debt Securities are registered at the close of
business on the related record date and, unless other arrangements are made,
will be paid by checks mailed to such persons. (Sections 2.7 and 3.1).
If the Debt Securities are being issued as original issue discount
securities (bearing no interest or interest at a rate which at the time of
issuance is below market rates) to be sold at a substantial discount below the
stated principal amount, the federal income tax consequences and other special
considerations applicable to such original issue discount securities will be as
described in the Prospectus Supplement.
4
<PAGE>
PROVISIONS APPLICABLE SOLELY TO SENIOR SECURITIES
Limitations on Liens. The Senior Indenture provides that, so long as any
Senior Securities remain outstanding, the Company will not, and will not permit
any Subsidiary (as defined below), to issue, assume or guarantee any
Indebtedness (as defined below) which is secured by a mortgage, pledge,
security interest, lien or encumbrance (each a "lien") upon any assets, whether
now owned or hereafter acquired, of the Company or any such Subsidiary without
effectively providing that the Senior Securities (together with, if the Company
shall so determine, any other Indebtedness of the Company ranking equally with
the Senior Securities) shall be equally and ratably secured by a lien ranking
ratably with or equal to (or at the Company's option prior to) such secured
Indebtedness, except that the foregoing restriction shall not apply to: (a)
liens on assets of any corporation existing at the same time such corporation
becomes a Subsidiary; (b) liens on assets existing at the time of acquisition
thereof, or to secure the payment of the purchase price of such assets, or to
secure indebtedness incurred, assumed or guaranteed by the Company or a
Subsidiary for the purpose of financing the purchase price of such assets or
improvements or construction thereon, which indebtedness is incurred, assumed
or guaranteed prior to, at the time of, or within 360 days after such
acquisition (or in the case of real property, completion of such improvement or
construction or commencement of full operation of such property, whichever is
later); (c) liens securing indebtedness owing by any Subsidiary to the Company
or wholly owned Subsidiary; (d) liens on any assets of a corporation existing
at the time such corporation is merged into or consolidated with the Company or
a Subsidiary or at the time of a purchase, lease or other acquisition of the
assets of a corporation or firm as an entirety or substantially as an entirety
by the Company or a Subsidiary; (e) liens on any assets of the Company or a
Subsidiary in favor of the United States of America or any State thereof, or in
favor of any other country, or political subdivision thereof, to secure certain
payments pursuant to any contract or statute or to secure any indebtedness
incurred or guaranteed for the purpose of financing all or any part of the
purchase price (or, in the case of real property, the cost of construction) of
the assets subject to such liens (including but not limited to, liens incurred
in connection with pollution control, industrial revenue or similar financing);
(f) any extension, renewal or replacement (or successive extensions, renewals
or replacements) in whole or in part, of any lien referred to in the foregoing
clauses (a) to (e), inclusive; (g) certain statutory liens or other similar
liens arising in the ordinary course of business of the Company or a
Subsidiary, or certain liens arising out of governmental contracts; (h) certain
pledges, deposits or liens made or arising under worker's compensation or
similar legislation or in certain other circumstances; (i) certain liens in
connection with legal proceedings, including certain liens arising out of
judgments or awards; (j) liens for certain taxes or assessments, landlord's
liens and liens and charges incidental to the conduct of the business, or the
ownership of the assets of the Company or of a Subsidiary, which were not
incurred in connection with the borrowing of money and which do not in the
opinion of the Company, materially impair the use of such assets in the
operation of the business of the Company or such Subsidiary or the value of
such assets for the purposes thereof; or (k) liens not permitted by the
foregoing clauses (a) to (j), inclusive, if at the time of and after giving
effect to, the creation or assumption of such lien, the aggregate amount of all
Indebtedness of the Company and its Subsidiaries secured by all liens not so
permitted by the foregoing clauses (a) through (j), inclusive, together with
the Attributable Debt (as defined below) in respect of Sale and Lease-Back
Transactions permitted by paragraph (a) under "Limitation on Sale and
Lease-Back Transactions" below does not exceed 10% of Consolidated Net Tangible
Assets (as defined below). (Section 3.9 of the Senior Indenture).
Limitation on Sale and Lease-back Transactions. The Senior Indenture
provides that the Company will not, and will not permit any Subsidiary to,
enter into any arrangement with any person providing for the leasing by the
Company or a Subsidiary of any property or assets, other than any such
arrangement involving a lease for a term, including renewal rights, for not
more than three years, whereby such property or asset has been or is to be sold
or transferred by the Company or a Subsidiary to such person (a "Sale and
Lease-Back Transaction") unless (a) the Company or such Subsidiary would, at
the time of entering into a Sale and Lease-Back Transaction, be entitled to
incur Indebtedness secured by a lien on the property or assets to be leased in
an amount at least
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equal to the Attributable Debt in respect of such transaction without equally
and ratably securing the Senior Securities pursuant to the provisions described
under "Limitations on Liens" above or (b) the proceeds of the sale of the
property or assets to be leased are at least equal to their fair market value
and an amount equal to the proceeds are applied, within 90 days of the
effective date of such transaction, to the purchase or acquisition (or, in the
case of real property, the construction) of property or assets or to the
retirement (other than at maturity or pursuant to a mandatory sinking fund or
redemption provision) of Senior Securities or of Funded Indebtedness (as
defined below) of the Company or a consolidated Subsidiary ranking on a parity
with or senior to the Senior Securities. (Section 3.10 of the Senior
Indenture).
Definitions. "Attributable Debt" means in connection with a sale and
lease-back transaction the aggregate of present values (discounted at a rate
per annum equal to the average interest borne by all outstanding Senior
Securities determined on a weighted average basis and compounded semi-annually)
of the obligations of the Company or any Subsidiary for rental payments during
the remaining term of the applicable lease (including any period for which such
lease has been extended or may, at the option of the lessor, be extended).
"Consolidated Net Tangible Assets" means, at any date, the total assets
appearing on the most recently prepared consolidated balance sheet of the
Company and the Subsidiaries as of the end of a fiscal quarter of the Company,
prepared in accordance with generally accepted accounting principles, less all
current liabilities as shown on such balance sheet and intangible assets (as
defined below).
"Funded Indebtedness" means any Indebtedness maturing by its terms more
than one year from the date of the determination thereof, including any
Indebtedness renewable or extendable at the option of the obligor to a date
later than one year from the date of the determination thereof.
"Indebtedness" means (i) all obligations for borrowed money, (ii) all
obligations evidenced by bonds, debentures, notes or other similar instruments,
(iii) all obligations in respect of letters of credit or bankers acceptances or
similar instruments (or reimbursement obligations with respect thereto), (iv)
all obligations to pay the deferred purchase price of property or services,
except trade accounts payable arising in the ordinary course of business, (v)
all obligations as lessee which are capitalized in accordance with generally
accepted accounting principles and (vi) all Indebtedness of others guaranteed
by the Company or any of its subsidiaries or for which the Company or any of
its subsidiaries is otherwise responsible or liable (whether by agreement to
purchase indebtedness of, or to supply funds or to invest in, others).
"intangible assets" means the value (net of any applicable reserves) as
shown on or reflected in such balance sheet of: (i) all trade names,
trademarks, licenses, patents, copyrights and goodwill; (ii) organizational
costs; and (iii) deferred charges (other than prepaid items such as insurance,
taxes, interest, commissions, rents and similar items and tangible assets being
amortized); but in no event shall the term "intangible assets" include product
development costs.
"Subsidiary" means any corporation of which at least a majority of the
outstanding securities having voting power under ordinary circumstances for the
election of the board of directors of said corporation shall at the time
directly or indirectly be owned or controlled by the Company or by the Company
and one or more Subsidiaries or by one or more Subsidiaries. (Section 1.1 of
the Senior Indenture).
PROVISIONS APPLICABLE SOLELY TO SUBORDINATED SECURITIES
Subordination. The indebtedness evidenced by the Subordinated Securities
is subordinate to the prior payment in full of all Senior Indebtedness (as
defined). During the continuance beyond any applicable grace period of any
default in the payment of any Senior Indebtedness, no direct or indirect
payment (in cash, property, securities, by set-off or otherwise) will be made
or agreed to be made for principal, premium, if any, or interest, if any, on
the Subordinated Securities, or in respect of any redemption, retirement,
purchase, other acquisition or defeasance of the Subordinated Securities. In
addition, upon any distribution of assets of the Company upon any dissolution,
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winding up, liquidation or reorganization, any payment or distribution, whether
in cash, securities or other property, made on account of the principal of or
interest, if any, on the Subordinated Securities is to be subordinated to the
extent provided in the Subordinated Indenture in right of payment to the prior
payment in full of all Senior Indebtedness. By reason of such subordination, in
the event of the Company's bankruptcy, dissolution or reorganization, holders
of Senior Indebtedness may receive more, ratably, and holders of the
Subordinated Securities may receive less, ratably, than the other creditors of
the Company. Such subordination will not prevent the occurrence of any Event of
Default under the Subordinated Indenture. (Sections 12.1, 12.2 and 12.3 of the
Subordinated Indenture).
The subordination of any series of Subordinated Securities is expressly
made subject to the provisions of the Subordinated Indenture described under
"Discharge, Defeasance and Covenant Defeasance" below and, upon the
effectiveness of any such discharge, defeasance or covenant defeasance for a
series of Subordinated Securities, the series shall cease to be subordinated.
(Section 12.8 of the Subordinated Indenture).
The term "Senior Indebtedness" means the principal of, premium, if any,
and interest on, and any other payment due pursuant to any of the following,
whether outstanding on the date of the Subordinated Indenture or thereafter
incurred or created:
(a) all indebtedness of the Company for money borrowed (including any
indebtedness secured by a mortgage, conditional sales contract or other
lien which is (i) given to secure all or part of the purchase price of
property subject thereto, whether given to the vendor of such property or
to another, or (ii) existing on property at the time of acquisition
thereof);
(b) all indebtedness of the Company evidenced by notes, debentures, bonds
or other securities (including the Senior Securities);
(c) all lease obligations of the Company which are capitalized on the
books of the Company in accordance with generally accepted accounting
principles;
(d) all indebtedness of others of the kinds described in any of the
preceding clauses (a) or (b) and all lease obligations of others of the
kind described in the preceding clause (c) assumed by or guaranteed in any
manner by the Company or in effect guaranteed by the Company through an
agreement to purchase, contingent or otherwise; and
(e) all renewals, extensions or refundings of indebtedness of the kinds
described in any of the preceding clauses (a), (b) or (d) and all renewals
or extensions of leases of the kinds described in any of the preceding
clauses (c) or (d);
unless, in the case of any particular indebtedness, lease, renewal, extension
or refunding, the instrument or lease creating or evidencing the same or the
assumption or guarantee of the same expressly provides that such indebtedness,
lease, renewal, extension or refunding is subordinate to any other indebtedness
of the Company or is not superior in right of payment to, or is pari passu
with, the Subordinated Securities. Notwithstanding the foregoing, Senior
Indebtedness shall not include (i) any indebtedness or lease obligation of any
kind of the Company to any subsidiary of the Company, a majority of the voting
stock of which is owned by the Company, or (ii) indebtedness for trade payables
or constituting the deferred purchase price of assets or services incurred in
the ordinary course of business. (Section 1.1 of the Subordinated Indenture).
As of March 31, 1994, the Company had approximately $296,273,465 million
of consolidated indebtedness outstanding (excluding accrued interest thereon)
which would have constituted either Senior Indebtedness or indebtedness of
subsidiaries of the Company. Except as described under "Provisions Applicable
Solely to Senior Securities," the Indentures do not limit other indebtedness or
securities which may be incurred or issued by the Company or any of its
subsidiaries or contain financial or similar restrictions on the Company or any
of its subsidiaries.
MERGER, CONSOLIDATION, SALE, LEASE OR CONVEYANCE
Each Indenture provides that the Company will not merge or consolidate
with any other person and will not sell, lease or convey all or substantially
all of its assets to any person, unless the
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Company shall be the continuing corporation, or the successor corporation or
person that acquires all or substantially all of the assets of the Company
shall be a corporation organized under the laws of the United States or a State
thereof or the District of Columbia and shall expressly assume all obligations
of the Company under the applicable Indenture and the Debt Securities issued
thereunder, and immediately after such merger, consolidation, sale, lease or
conveyance, the Company, such person or such successor corporation shall not be
in default in the performance of the covenants and conditions of such Indenture
to be performed or observed by the Company. (Section 8.1).
EVENTS OF DEFAULT
An Event of Default with respect to Debt Securities of any series is
defined in each Indenture as being: (i) default for 30 days in payment of any
interest upon any Debt Securities of such series; (ii) default in any payment
of principal or premium, if any, upon any Debt Securities of such series; (iii)
default by the Company in performance of any other of the covenants or
agreements in respect of the Debt Securities of such series or the applicable
Indenture which shall not have been remedied for a period of 60 days after
written notice specifying that such notice is a "Notice of Default" under such
Indenture; (iv) certain events involving bankruptcy, insolvency or
reorganization of the Company; or (v) any other Event of Default established
for the Debt Securities of such series set forth in the Prospectus Supplement.
(Section 4.1). Each Indenture provides that the applicable Trustee may withhold
notice to the holders of any series of the Debt Securities of any default
(except in payment of principal of, or interest on, such series of Debt
Securities) if such Trustee considers it in the interest of the holders of such
series of Debt Securities to do so. (Section 4.11).
Each Indenture provides that (a) if an Event of Default due to the default
in payment of principal of, premium, if any, or interest on, any series of Debt
Securities issued under the applicable Indenture or due to the default in the
performance or breach of any other covenant or agreement of the Company
applicable to the Debt Securities of such series but not applicable to all
outstanding Debt Securities issued under such Indenture shall have occurred and
be continuing, either the applicable Trustee or the holders of not less than
25% in principal amount of the Debt Securities of each affected series issued
under such Indenture and then outstanding (each such series voting as a
separate class) may declare the principal of all Debt Securities of such
affected series and interest accrued thereon to be due and payable immediately
and (b) if an Event of Default due to a default in the performance of any other
of the covenants or agreements in such Indenture applicable to all outstanding
Debt Securities issued thereunder and then outstanding or due to certain events
of bankruptcy, insolvency and reorganization of the Company shall have occurred
and be continuing, either the applicable Trustee or the holders of not less
than 25% in principal amount of all Debt Securities issued under such Indenture
and then outstanding (treated as one class) may declare the principal on all
such Debt Securities and interest accrued thereon to be due and payable
immediately, but upon certain conditions such declarations may be annulled and
past defaults may be waived (except a continuing default in payment of
principal of (or premium, if any) or interest on such Debt Securities) by the
holders of a majority in principal amount of the Debt Securities of all such
affected series then outstanding under such Indenture (each such series voting
as a separate class). (Sections 4.1 and 4.10).
The holders of a majority in principal amount of the Debt Securities of
each series then outstanding and affected (with each series voting as a
separate class) shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee with respect
to the Debt Securities of such series under the applicable Indenture, subject
to certain limitations specified in such Indenture, provided that the holders
of such Debt Securities shall have offered to such Trustee reasonable indemnity
against expenses and liabilities. (Sections 4.9 and 5.2(d)).
Each Indenture provides that no holder of Debt Securities of any series
may institute any action against the Company under the applicable Indenture
(except actions for payment of overdue principal, premium or interest) unless
such holder previously shall have given to the applicable
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Trustee written notice of default and continuance thereof and unless the
holders of not less than 25% in principal amount of the Debt Securities of each
affected series (with each series voting as a separate class) issued under such
Indenture and then outstanding shall have requested such Trustee to institute
such action and shall have offered such Trustee reasonable indemnity, and such
Trustee shall not have instituted such action within 60 days of such request
and the Trustee shall not have received direction inconsistent with such
written request by the holders of a majority in principal amount of the Debt
Securities of each affected series (with each series voting as a separate
class) issued under such Indenture and then outstanding. (Sections 4.6 and
4.7).
Each Indenture requires the annual filing by the Company with the
applicable Trustee of a written statement as to compliance with all conditions
and covenants contained in the applicable Indenture. (Section 3.5).
DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE
The Company can discharge or defease its obligations under the Indentures
as set forth below.
Under terms satisfactory to the applicable Trustee, the Company may
discharge certain obligations to holders of any series of Debt Securities
issued under the applicable Indenture which have not already been delivered to
such Trustee for cancellation and which have either become due and payable or
are by their terms due and payable within one year (or scheduled for redemption
within one year) by irrevocably depositing with such Trustee cash or U.S.
Government Obligations (as defined in such Indenture) as trust funds in an
amount certified to be sufficient to pay at maturity (or upon redemption) the
principal of and interest on such Debt Securities. (Section 9.1).
In case of any series of Debt Securities the exact amounts of principal of
and interest due on such series can be determined at the time of making the
deposit referred to below, the Company at its option at any time may also (i)
discharge any and all of its obligations to holders of such series of Debt
Securities issued under the applicable Indenture ("defeasance"), but may not
thereby avoid its duty to register the transfer or exchange of such series of
Debt Securities, to replace any temporary, mutilated, destroyed, lost, or
stolen Debt Securities of such series or to maintain an office or agency in
respect of such series of Debt Securities or (ii) be released, with respect to
any outstanding series of Senior Securities issued under the Senior Indenture,
from the obligations imposed by the covenants described under the caption
"Provisions Applicable Solely to Senior Securities" above and, with respect to
any outstanding series of Debt Securities issued under either Indenture, from
the obligations imposed by the covenant under the caption "Merger,
Consolidation, Sale, Lease, or Conveyance" above and omit to comply with such
covenants without creating an Event of Default ("covenant defeasance"), in each
case on the 121st day after the conditions set forth below have been satisfied.
Defeasance or covenant defeasance may be effected only if, among other things:
(i) the Company irrevocably deposits with the applicable Trustee cash and/or
U.S. Government Obligations, as trust funds in an amount certified by a
nationally recognized firm of independent public accountants to be sufficient
to pay each installment of principal of and interest on all outstanding Debt
Securities of such series issued under the applicable Indenture on the dates
such installments of principal and interest are due; and (ii) the Company
delivers to such Trustee an opinion of counsel to the effect that the holders
of such series of Debt Securities will not recognize income, gain or loss for
United States federal income tax purposes as a result of such defeasance or
covenant defeasance and will be subject to United States federal income tax on
the same amounts and in the same manner and at the same times as would have
been the case if such defeasance or covenant defeasance had not occurred (in
the case of defeasance, such opinion must be based on a ruling of the Internal
Revenue Service or a change in United States federal income tax law occurring
after the date of such Indenture). (Sections 9.2, 9.3, 9.4 and 9.5).
MODIFICATION OF THE INDENTURES
Each Indenture contains provisions permitting the Company and the
applicable Trustee, with the consent of the holders of not less than 66 2/3% in
principal amount of the Debt Securities at the
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time outstanding of all series affected (voting as one class) under the
applicable Indenture, to modify such Indenture or any supplemental indenture or
the rights of the holders of the Debt Securities except that no such
modification shall (i) extend the final maturity of any of the Debt Securities
or reduce the principal amount thereof, or reduce the rate or extend the time
of payment of interest thereon, or reduce any amount payable on redemption
thereof, or reduce the amount of any original issue discount security payable
upon acceleration or provable in bankruptcy or impair or affect the right of
any holder of the Debt Securities to institute suit for the payment thereof or,
with respect to the Subordinated Indenture, modify the provisions with respect
to the subordination of the Subordinated Securities in a manner adverse to the
holders of the Subordinated Securities in any material respect, without the
consent of the holder of each of the Debt Securities so affected or (ii) reduce
the aforesaid percentage in principal amount of Debt Securities, the consent of
the holders of which is required for any such modification, without the consent
of the holders of all Debt Securities then outstanding under such Indenture.
(Section 7.2).
CONCERNING THE TRUSTEES
The Senior Trustee and the Subordinated Trustee act as depositories for
funds of, may make loans to, or perform other services for, the Company and its
subsidiaries in the normal course of business.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities being offered hereby in four
ways: (i) directly to purchasers; (ii) through agents; (iii) through
underwriters; and (iv) through dealers.
Offers to purchase Debt Securities may be solicited directly by the
Company or by agents designated by the Company from time to time. Any such
agent, who may be deemed to be an underwriter as that term is defined in the
Securities Act, involved in the offer or sale of the Debt Securities in respect
of which this Prospectus is delivered, will be named, and any commissions
payable by the Company to such agent will be set forth, in the Prospectus
Supplement. Unless otherwise indicated in the Prospectus Supplement, any such
agent will be acting on a reasonable efforts basis for the period of its
appointment. The Company shall have the sole right to accept offers to purchase
Debt Securities and may reject any proposed offer in whole or in part. Agents
shall have the right, in their sole discretion, to reject any offer received by
them to purchase the Debt Securities in whole or in part. Agents may be
entitled under agreements which may be entered into with the Company to
indemnification by the Company against certain liabilities, including
liabilities under the Securities Act, and may engage in transactions with or
perform services for the Company in the ordinary course of business.
If an underwriter or underwriters are utilized in the sale of the Debt
Securities in respect of which this Prospectus is delivered, the Company will
execute an underwriting agreement with such underwriters at the time of the
sale to them and the names of the underwriters and the terms of the transaction
will be set forth in the Prospectus Supplement, which will be used by the
underwriters to make resales of the Debt Securities in respect of which this
Prospectus is delivered to the public. The underwriters may be entitled, under
the relevant underwriting agreement, to indemnification by the Company against
certain liabilities, including liabilities under the Securities Act.
If a dealer is utilized in the sale of the Debt Securities in respect of
which this Prospectus is delivered, the Company will sell such Debt Securities
to the dealer, as principal. The dealer may then resell such Debt Securities to
the public at varying prices to be determined by such dealer at the time of
resale. Dealers may be entitled to indemnification by the Company against
certain liabilities, including liabilities under the Securities Act.
The place and time of delivery for the Debt Securities in respect of which
this Prospectus is delivered are set forth in the accompanying Prospectus
Supplement.
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EXPERTS
The consolidated financial statements and the related supplemental
schedules incorporated in this Prospectus by reference from the Company's
Annual Report on Form 10-K have been audited by Deloitte & Touche, independent
public accountants, as stated in their reports, which are incorporated herein
by reference, and have been so incorporated in reliance upon such reports given
upon the authority of that firm as experts in accounting and auditing.
The consolidated financial statements of Burks Pumps, Inc. incorporated in
this Prospectus by reference from the Company's Current Report on Form 8-K
filed with the Commission on January 12, 1994, as amended by Form 8-K-A filed
with the Commission on January 26, 1994, have been audited by Price Waterhouse,
independent accountants, as stated in their report, which is incorporated
herein by reference, and have been so incorporated in reliance upon such report
given upon the authority of that firm as experts in accounting and auditing.
The consolidated financial statements of ELDEC Corporation as of March 28,
1993 and March 29, 1992 and for the three years ended March 28, 1993
incorporated in this Prospectus by reference to the Company's Current Report on
Form 8-K filed with the Commission on March 31, 1994, as amended by Form 8-K-A
filed with the Commission on May 2, 1994, have been audited by Coopers &
Lybrand, independent public accountants, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance
upon such report given upon the authority of that firm as experts in accounting
and auditing.
The consolidated financial statements of Mark Controls Corporation
incorporated in this Prospectus by reference from the Company's Current Report
on Form 8-K filed with the Commission on May 12, 1994, as amended by Form 8-K-A
filed with the Commission on May 12, 1994, have been audited by Arthur Andersen
& Co., independent public accountants, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance
upon such report given upon the authority of that firm as experts in accounting
and auditing.
LEGAL OPINIONS
The validity of the Debt Securities offered hereby will be passed upon for
the Company by Paul R. Hundt, Esq., Vice President, General Counsel and
Secretary of the Company. Certain legal matters relating to the Debt Securities
offered hereby will be passed upon for any underwriters by Davis Polk &
Wardwell. As of May 10, 1994, Mr. Hundt held 146,430 shares of the Company's
common stock directly, of which 38,250 shares are subject to forfeiture upon
failure of the vesting conditions in the Company's Restricted Stock Award Plan,
3,134 shares of common stock under the Company's Savings and Investment Plan
and options to purchase 96,090 shares of common stock, granted under the
Company's Stock Option Plan.
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