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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10/A
(POST-EFFECTIVE AMENDMENT NO. 1)
GENERAL FORM FOR
REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF
THE SECURITIES EXCHANGE ACT OF 1934
------------------------
ADVANCED DIGITAL
INFORMATION CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
WASHINGTON 91-1618616
(State or other jurisdiction (I.R.S. employer identification number)
of incorporation or organization)
10201 WILLOWS ROAD
REDMOND, WASHINGTON 98052
(Address of principal (Zip code)
executive offices)
</TABLE>
(206) 881-8004
(Registrant's telephone number, including area code)
Securities to be registered
pursuant to Section 12(b) of the Act:
NONE
Securities to be registered
pursuant to Section 12(g) of the Act:
COMMON STOCK, NO PAR VALUE
PREFERRED STOCK PURCHASE RIGHTS
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ADVANCED DIGITAL INFORMATION CORPORATION
<TABLE>
<CAPTION>
ITEM
ITEM NO. CAPTION
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<S> <C> <C>
Item 15(b) Exhibits
EXHIBIT NO. DESCRIPTION
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2.1 Form of Separation Agreement between ADIC and Interpoint
Corporation**
3.1 Restated Articles of Incorporation of ADIC**
3.2 Restated Bylaws of ADIC**
4.1 Form of Common Stock Certificate**
4.2 Rights Agreement, dated as of August 12, 1996, between ADIC and
ChaseMellon Shareholder Services, L.L.C., as Rights Agent**
4.3 Certificate of Designation of Rights and Preferences of Series A
Participating Cumulative Preferred Stock, incorporated by
reference to Exhibit A to Exhibit 4.2**
4.4 Form of Right Certificate, incorporated by reference to Exhibit B to
Exhibit 4.2**
8.1 Form of Opinion of Perkins Coie
10.1 Lease Agreement between K-M Properties and Advanced Digital
Information Corporation, dated as of May 11, 1995 (incorporated by
reference to Exhibit 10.3 of the Interpoint Corporation Annual
Report on Form 10-K for the fiscal year ended October 31, 1995)**
10.2 Form of Tax Allocation Agreement between ADIC and Interpoint
Corporation**
10.3 ADIC 1996 Stock Option Plan**
10.4 ADIC 1996 Transition Plan**
11.1 Pro Forma Net Income Per Share**
21.1 Subsidiaries of the Registrant**
27.1 Financial Data Schedule**
</TABLE>
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** previously filed
R-2
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this Post-Effective
Amendment No. 1 to registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
ADVANCED DIGITAL INFORMATION
CORPORATION
By: /s/ PETER H. VAN OPPEN
------------------------------------
Peter H. Van Oppen
Chairman, President and
Chief Executive Officer
Redmond, Washington
September 13, 1996
R-3
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
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<C> <S> <C>
2.1 Form of Separation Agreement between ADIC and Interpoint
Corporation**..........................................................
3.1 Restated Articles of Incorporation of ADIC**...........................
3.2 Restated Bylaws of ADIC**..............................................
4.1 Form of Common Stock Certificate**.....................................
4.2 Rights Agreement, dated as of August 12, 1996, between ADIC and
ChaseMellon Shareholder Services, L.L.C., as Rights Agent**............
4.3 Certificate of Designation of Rights and Preferences of Series A
Participating Cumulative Preferred Stock, incorporated by reference to
Exhibit A to Exhibit 4.2**.............................................
4.4 Form of Right Certificate, incorporated by reference to Exhibit B to
Exhibit 4.2**..........................................................
8.1 Form of Opinion of Perkins Coie........................................
10.1 Lease Agreement between K-M Properties and Advanced Digital Information
Corporation, dated as of May 11, 1995 (incorporated by reference to
Exhibit 10.3 of the Interpoint Corporation Annual Report on Form 10-K
for the fiscal year ended October 31, 1995)**..........................
10.2 Form of Tax Allocation Agreement between ADIC and Interpoint
Corporation**..........................................................
10.3 ADIC 1996 Stock Option Plan**..........................................
10.4 ADIC 1996 Transition Plan**............................................
11.1 Pro Forma Net Income Per Share**.......................................
21.1 Subsidiaries of the Registrant**.......................................
27.1 Financial Data Schedule**..............................................
</TABLE>
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** previously filed
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EXHIBIT 8.1
[FORM OF PERKINS COIE TAX OPINION]
_____________, 1996
Interpoint Corporation
10301 Willows Road
P.O. Box 97005
Redmond, WA 98073-9705
RE: SPINOFF OF ADIC AND MERGER OF INTERPOINT WITH CRANE CO.
Ladies and Gentlemen:
You have asked us, as counsel to Interpoint Corporation
("Interpoint"), to render this opinion regarding the material U.S. income tax
consequences of the distribution by Interpoint of all of the stock of Advanced
Digital Information Corporation ("ADIC") to the Interpoint shareholders (the
"Spinoff") and the subsequent merger of Crane Acquisition Corp. ("Acquisition
Corp.") into Interpoint in exchange for voting common stock of Crane pursuant
to that certain Agreement and Plan of Merger, dated as of July 1, 1996 (the
"Merger Agreement"). Capitalized terms not otherwise defined herein shall have
the same meanings given to them in the Merger Agreement or if not defined
therein as described in the Registration Statement on Form S-4 of Crane
(Registration No. 333-_____) (the "Registration Statement") filed with respect
to the Merger and the Proxy Statement/Prospectus contained therein (the
"Proxy/Prospectus") or in the Registration Statement on Form 10 filed by ADIC
with the Securities and Exchange Commission in connection with the Spinoff (the
"Information Statement"). This opinion letter is rendered pursuant to Section
7.03(d) of the Merger Agreement.
In connection with our opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
the Agreement, the Proxy/Prospectus, the Information Statement, the tax opinion
of Price Waterhouse dated October 29, 1993 and reaffirmed by letter dated
February 11, 1994 regarding the ADIC Merger (as defined below) (the "Price
Waterhouse Opinion"), and such other documents as we have deemed necessary or
appropriate as a basis for the conclusions set forth below. We have relied, as
to matters of fact, solely upon those
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Interpoint Corporation
__________, 1996
Page 2
statements and representations by Interpoint, on its own behalf and on behalf
of ADIC, contained in that certain Interpoint Corporation Certificate dated the
date hereof and attached hereto as Exhibit A, upon statements and
representations by Crane, on its own behalf and on behalf of Acquisition Corp.,
contained in that certain Crane Certificate dated the date hereof and attached
hereto as Exhibit B, and upon statements and representations by certain
significant shareholders of Interpoint attached hereto as Exhibit C (the "Tax
Certificates"), and upon the assumptions contained herein. Without the Tax
Certificates, we would not render this opinion.
In rendering our opinion, we have considered the applicable provisions
of the Internal Revenue Code of 1986, as amended to the date hereof (the
"Code"), Treasury Regulations promulgated thereunder and the pertinent judicial
authorities and interpretative rulings of the Internal Revenue Service (the
"IRS").
In rendering the opinion set forth below, we have assumed that (1) the
representations contained in the Tax Certificates are true as of the date
hereof and as of the Effective Time of the Merger, (2) the Merger and the
Spinoff will be consummated in accordance with the Merger Agreement and the
Spinoff Agreements, (3) ADIC was acquired by Interpoint pursuant to that
Agreement and Plan of Merger dated as of October 29, 1993, between ADIC,
Interpoint, and IP Merger Corporation in a transaction constituting a
reorganization within the meaning of Section 368(a) of the Code and with
respect to which no gain or loss was recognized for federal income tax purposes
by ADIC, Interpoint or the then shareholders of ADIC as set forth in the Price
Waterhouse Opinion, (4) each of the parties to the Merger Agreement will adhere
to their representations, warranties, and covenants contained in the Merger
Agreement, including, but not limited to, the agreement by Crane contained in
Section 6.15 (b) of the Merger Agreement not to liquidate or merge Interpoint
into Crane or any of the Crane Subsidiaries at any time within one year after
the Effective Time and the agreement by Crane contained in Section 6.06 of the
Merger Agreement not to pay, guaranty, or contribute any funds used to pay
Interpoint dissenting shareholders or optionholders, the Merger qualifies as a
merger under the Washington Business Corporation Act and other applicable laws,
and (5) all signatures and all documents we examined are genuine, all documents
submitted to us as originals are authentic, and all documents submitted to us
as certified or photostatic copies are in conformity to the original documents.
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Interpoint Corporation
__________, 1996
Page 3
Based on the facts and assumptions set forth above and upon our
examination of the Merger Agreement, the Proxy/Prospectus, the Information
Statement, the Price Waterhouse Opinion, and the relevant legal authorities, it
is our opinion that:
1. The Spinoff will qualify as a tax-free distribution under
Section 355 of the Code.
2. The Merger will qualify as a reorganization under Section
368(a) of the Code.
3. The sections of the Proxy/Prospectus entitled
"Summary--Additional Considerations--Certain Federal Income Tax Consequences"
and "Certain Federal Income Tax Consequences" and the sections of the
Information Statement entitled "Risk Factors--Pending Tax Legislation," "The
Merger and the Distribution--Certain Federal Income Tax Consequences," and
"Certain Federal Income Tax Consequences" accurately reflect our opinion as to
the matters discussed therein.
Our opinion is limited to the specific matters described in paragraphs
1, 2, and 3 above. We give no opinion with respect to other tax matters,
whether federal, state or local, that may relate to the Merger or the Spinoff.
Although we believe that the opinion covers the material federal income tax
consequences of the Merger, it may not address issues that are material to an
individual shareholder based on his or her particular tax situation. No ruling
will be requested from the IRS regarding the Spinoff or the Merger. Our
opinion is not binding on the IRS and does not constitute a guaranty that the
IRS will not challenge the tax treatment of the Merger or the Spinoff.
We caution that our opinion is based on the federal income tax laws as
they exist on the date hereof. It is possible that subsequent changes in the
tax law could be enacted and applied retroactively to the Merger or Spinoff and
that such changes could result in a materially different result than the result
described in the opinions above. In particular, the Clinton administration has
proposed, as Section 9522 of a draft bill referred to as the Revenue
Reconciliation Act of 1996, to tax transactions such as the Spinoff if the
shareholders of the distributing corporation in the Spinoff do not retain for
two year period following the Spinoff a 50% or greater interest in the
distributing corporation and any successor thereto. As proposed, the draft
bill would be effective for distributions occurring after March 19, 1996. If
that proposed
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Interpoint Corporation
__________, 1996
Page 4
legislation were enacted by Congress and signed by the President, the Spinoff
would not qualify for tax-free treatment as described above.
This opinion is furnished to you solely in connection with the Merger
and the Spinoff and is intended for your use and the use of your shareholders
and may not be provided to or relied upon by others without our expressed
written consent.
Very truly yours,
Perkins Coie
<PAGE> 5
Exhibit A
INTERPOINT CORPORATION
CERTIFICATE
INTERPOINT CORPORATION ("Interpoint"), a Washington corporation,
submits this certificate (this "Certificate") to be relied upon by Perkins Coie
and Milbank, Tweed, Hadley & McCloy in delivering their respective opinions
regarding the tax consequences of the proposed distribution by Interpoint to
its shareholders of the shares of stock of Advanced Digital Information
Corporation ("ADIC"), a Washington corporation (the "Spinoff"), pursuant to a
Separation Agreement between Interpoint and ADIC, dated as of September __,
1996 (the "Separation Agreement"), and the subsequent merger (the "Merger") of
Crane Acquisition Corp., a Washington corporation that is wholly owned by Crane
("Acquisition Corp."), into Interpoint pursuant to an Agreement and Plan of
Merger by and among Crane Co., a Delaware corporation and the sole shareholder
of Acquisition Corp. ("Crane"), Acquisition Corp. and Interpoint dated as of
July 1, 1996 (the "Merger Agreement").
For purposes of this Certificate, the "Microelectronics Business"
means that business, carried on by Interpoint and described in the Proxy
Statement/Prospectus contained in the Registration Statement on Form S-4 filed
by Interpoint with the Securities and Exchange Commission in connection with
the Merger (the "Proxy") and in the Information Statement on Form 10 filed by
Interpoint with the Securities and Exchange Commission in connection with the
Spinoff (the "Information Statement"), of the design, manufacture and sale of
microelectronics products, including proprietary, high-performance power
converters and custom hybrid microcircuits and the "Data Storage Business"
means that business, carried on by ADIC and described in the Proxy and the
Information Statement, of the design, sale and manufacture of specialized,
automated high-performance data storage systems. Capitalized terms not
otherwise defined here have the meaning stated in the Agreement or, if not
defined there, in the Proxy or the Information Statement.
Interpoint certifies that the facts and assumptions relating to the
Spinoff and the Merger, insofar as they relate to Interpoint and ADIC, that are
described in the opinion letter from Perkins Coie to Interpoint dated the date
hereof (a copy of which you acknowledge has been provided to you), and the
following statements, are true, correct and complete in all material respects
as of the date of this letter:
1. Other than the Voting Agreement, there are no existing,
planned or intended agreements, such as a voting trust, affecting the rights of
any shareholders owning directly, or as a result of the agreement, controlling,
5 percent or more of any class of stock directly, or as a result of an
agreement, 5 percent or more of any Interpoint or ADIC stock.
2. Interpoint owns all of the total combined voting power of ADIC
and all of the total number of shares of all other ADIC stock classes
immediately prior to the distribution.
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3. The sole consideration being distributed by Interpoint in the
Spinoff is the ADIC Common Stock.
4. ADIC has no planned or intended stock issuances, redemptions,
or dispositions of shares of its stock.
5. On February 21, 1994, Interpoint acquired 100% of all the
outstanding ADIC shares in a merger effected pursuant to an Agreement and Plan
of Merger, dated as of October 29, 1993, between ADIC, Interpoint and IP Merger
Corporation, a Washington corporation (the "ADIC Merger"). Interpoint has
continuously held all the outstanding ADIC shares since that time. In
connection with the ADIC Merger, Interpoint received the opinion of Price
Waterhouse dated October 29, 1993 and reaffirmed by letter dated February 11,
1994, that the ADIC Merger was a reorganization described in Section 368(a) of
the Code and that no gain or loss was recognized by the former shareholders of
ADIC or by Interpoint, ADIC or IP Merger Corporation in connection with the
ADIC Merger. Nothing has occurred since the ADIC Merger that would be
inconsistent with treatment of the ADIC Merger as a reorganization within the
meaning of Section 368(a) of the Code in which no gain or loss was recognized.
The Internal Revenue Service has not taken a position inconsistent with that
treatment.
6. Interpoint will retain no stock, securities or options or
other rights to acquire shares of ADIC after the Spinoff.
7. No intercorporate debt will exist between Interpoint and ADIC
at the time of, or subsequent to, the Spinoff except as may arise after the
Spinoff under the Tax Allocation Agreement dated as of ___________, 1996 between
Crane and ADIC or the Separation Agreement dated as of ___________, 1996 between
ADIC and Interpoint.
8. No securities of Interpoint or ADIC are being exchanged in
connection with the Spinoff. No security holder will receive consideration in
the Spinoff.
9. No part of the consideration to be distributed by Interpoint
will be received by a shareholder as a creditor, employee, or in any capacity
other than that of a shareholder of the corporation.
10. No shareholder or creditor of Interpoint will transfer
property in the Spinoff.
11. Substantial managerial and operational activities have been
directly carried on by the Microelectronics Business during each of the past
five years.
12. The Microelectronics Business has not employed fewer than 50
full-time employees during any of the past five years.
13. The Microelectronics Business has been continuously conducted
by Interpoint for the previous five years.
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14. Substantial managerial and operational activities have been
directly carried on by the Data Storage Business during each of the past five
years.
15. The Data Storage Business has not employed fewer than 50
full-time employees during any of the past five years.
16. The Data Storage Business has been continuously conducted as
an active business by ADIC for the previous five years and was not acquired by
ADIC in a taxable transaction during the 5-year period ending on the date of
the Spinoff.
17. The Microelectronics Business has been continously conducted
as an active business by Interpoint and was not acquired by Interpoint in a
taxable transaction during the 5-year period ending on the date of the Spinoff.
18. No person will own a 50 percent or greater interest in
Interpoint immediately following the Spinoff and prior to the Merger.
19. Following the Spinoff, Interpoint and ADIC will each continue
the active conduct of its business, independently and with its separate
employees.
20. Interpoint and ADIC will not share the services of any
employee following the Spinoff.
21. There are no planned or intended substantial reductions in
business activity for either the Microelectronics or the Data Storage Business.
22. The distribution of the ADIC stock is motivated in substantial
part by the following corporate business purpose: to tailor Interpoint's assets
to facilitate the acquisition of Interpoint and its business by Crane.
23. Crane would not agree to the Merger unless the Spinoff occurs
because Crane is not willing to acquire ADIC.
24. Crane is not related to Interpoint or ADIC and no shareholder
owns 5% or more of both Crane and either Interpoint or ADIC.
25. To the best knowledge of Interpoint, there is no plan or
intention by any Interpoint shareholder to sell, exchange, transfer by gift or
otherwise dispose of any stock of either Interpoint (other than in the Merger)
or ADIC following the Spinoff.
26. There is no plan or intention by either Interpoint or ADIC,
directly or through any subsidiary corporation, to purchase any of its
outstanding stock after the Spinoff, other than stock purchases where: (i)
there is a sufficient business reason for the stock purchase; (ii) the stock to
be purchased is widely held; (iii) the stock purchases are made in the open
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market; and (iv) there is no plan or intention that the aggregate amount of
stock purchases will equal or exceed 20 percent of the outstanding stock of
either Interpoint or ADIC.
27. There is no plan or intention to liquidate either Interpoint
or ADIC, to merge either corporation with any other corporation (other than
with Crane in the Merger), or to sell or otherwise dispose of the assets of
either corporation after the Spinoff, except in the ordinary course of
business.
28. ADIC assumed no liabilities of Interpoint in connection with
the transfer of assets from Interpoint to ADIC and none of the transferred
assets were subject to any liabilities.
29. The contributions to the capital of ADIC to be made by
Interpoint pursuant to the terms of the Separation Agreement will be the result
of sound business practice and will not be in excess of the reasonably
foreseeable working capital needs of ADIC after the Spinoff.
30. The cancellation of ADIC intercompany indebtedness by
Interpoint, if any, occurring pursuant to the terms of the Separation Agreement
will be the result of sound business practice.
31. Immediately after the Spinoff, the working capital of each of
Interpoint and ADIC will be consistent with the needs and the sound business
practice of each company.
32. Neither Interpoint nor ADIC has accumulated its receivables
or made extraordinary payments of its payables in anticipation of the Spinoff.
33. Immediately before the Spinoff, items of income, gain, loss,
deduction, and credit will be taken into account as required by the applicable
intercompany transaction provisions of the Treasury Regulations.
34. Interpoint does not have a consolidated tax return "excess
loss account" in the ADIC shares.
35. Payments made in connection with all continuing transactions,
if any, between Interpoint and ADIC, will be for fair market value based on
terms and conditions arrived at by parties bargaining at arm's length.
36. Any consideration received by Interpoint from ADIC as part of
the Spinoff (including distributions by ADIC and cancellation of Interpoint
indebtedness to ADIC) will be the result of sound business practice.
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37. The factual statements of or relating to Interpoint or ADIC
contained in the Proxy and the Information Statement are accurate.
38. The fair market value of Crane common stock received by each
Interpoint shareholder will be approximately equal to the fair market value of
the Interpoint common stock surrendered in the exchange.
39. There is no plan or intention by any Interpoint common
shareholder who owns five percent or more of Interpoint common stock, and to
the best of the knowledge of the Interpoint management, there is no plan or
intention on the part of the remaining Interpoint common shareholders to sell,
exchange, or otherwise dispose of a number of shares of Crane stock received in
the Merger that would reduce the Interpoint shareholders' ownership of Crane to
a number of shares having a value, as of the date of the Merger, of less than
50 percent of the value of all of the formerly outstanding Interpoint common
stock as of the same date. For purposes of this representation, shares of
Interpoint common stock surrendered by dissenters or exchanged for cash in lieu
of fractional shares of Crane stock will be treated as outstanding Interpoint
common stock on the Merger date. Shares of Interpoint common stock and shares
of Crane common stock held by Interpoint shareholders and otherwise sold,
redeemed or disposed of prior or subsequent to the transaction will be
considered as having been disposed of in making this representation.
40. Interpoint has no plan or intention to issue additional shares
of its stock that would result in Crane owning less than 80 percent of the
total combined voting power of all classes entitled to vote and 80 percent of
the total number of shares of each other Interpoint stock class.
41. No intercorporate indebtedness exists between Crane and
Interpoint or between Acquisition Corp. and Interpoint that was issued,
acquired, or will be settled at a discount.
42. Crane, Interpoint and the Interpoint shareholders will pay
their respective expenses, if any, incurred in connection with the Merger.
43. The sole consideration Crane will provide to Interpoint
shareholders in exchange for the surrender of Interpoint Common Stock in the
Merger will be Crane voting common stock (other than cash payments made in lieu
of fractional shares). For purposes of this representation, Interpoint stock
or options to acquire Interpoint stock redeemed for cash or other property
furnished by Crane will be considered as acquired by Crane. Further, there is
no plan or intention on the part of Interpoint, or, to the best of the
knowledge of Interpoint, on the part of Crane for Crane to pay, guaranty or
secure the Segregated Account indebtedness. No liabilities of Interpoint or
the Interpoint shareholders will be assumed by Crane, nor will any of the
Interpoint stock be subject to any liabilities.
44. At the time of the Merger, Interpoint will not have
outstanding warrants, options, convertible securities, or any other type of
right pursuant to which any person could
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<PAGE> 10
acquire stock of Interpoint that, if exercised or converted, would affect
Crane's acquisition or retention of at least 80 percent of the total combined
voting power of all classes entitled to vote and at least 80 percent of the
total number of shares of each other class of Interpoint stock.
45. Following the Merger, Interpoint will continue its historic
business and use a significant portion of its historic business assets.
46. Neither Interpoint nor ADIC is a regulated investment company,
real estate investment trust, or a corporation fifty percent or more of the
value of whose total assets are stock and securities, and eighty percent or
more of the value of whose total assets are assets held for investment. In
making the percentage determinations under the preceding sentence, stock and
securities in any subsidiary corporation are disregarded and the parent
corporation is deemed to own its ratable share of the subsidiary's assets, and
a corporation is considered a subsidiary if the parent owns fifty percent or
more of the combined voting power of all classes of stock entitled to vote or
fifty percent or more of the total value of shares of all classes of stock
outstanding.
47. Interpoint will pay its dissenting shareholders the value of
their stock out of its own funds and it will pay its option holders the value
of their extinguished options out of its own funds. No funds will be supplied
for either of these purposes, directly or indirectly, by Crane, nor will Crane
directly or indirectly reimburse Interpoint for any payments it makes to
dissenters or optionholders.
48. On the date of the Merger, the fair market value of the assets
of Interpoint will exceed the sum of its liabilities, plus the amount of
liabilities, if any, to which its assets are subject.
49. Interpoint is not under the jurisdiction of a court in a case
under Title 11 of the United States Code or a receivership, foreclosure, or
similar proceeding of a federal or state court.
50. The payment of cash in lieu of fractional shares of Crane is
solely for the purpose of avoiding the expense and inconvenience to Crane of
issuing fractional shares and does not represent separately bargained-for
consideration. The total cash consideration that will be paid in the Merger to
the Interpoint shareholders instead of issuing fractional shares of Crane stock
will not exceed one percent of the total consideration that will be issued in
the transaction to the Interpoint shareholders.
51. None of the compensation to be received by any Interpoint
shareholder-employee will be separate consideration for, or allocable to, any
of the shareholder-employee's shares of Interpoint stock; none of the shares of
Crane stock received by any Interpoint shareholder-employee will be separate
consideration for, or allocable to, any employment agreement; and the
compensation paid to any shareholder-employee will be for services
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<PAGE> 11
actually rendered and will be commensurate with amounts paid to third parties
bargaining at arm's-length for similar services.
52. The Merger is being undertaken for the following business
purposes: It is expected that Crane's ownership of the two microelectronic
corporations, Interpoint and its existing subsidiary, ELDEC, will result in
decreased development, production and sales costs, thereby creating the
opportunity for more competitive pricing and greater profits. Crane expects to
consolidate certain corporate and administrative functions common to both
Interpoint and ELDEC, thereby reducing duplicative positions, reducing other
nonlabor corporate and administrative expenses, and limiting or avoiding
duplicative expenditures for administrative and customer service programs and
information systems.
[Space intentionally left blank]
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<PAGE> 12
IN WITNESS WHEREOF, Interpoint has caused this Certificate to be duly
executed this ______ day of _________, 1996.
INTERPOINT CORPORATION
By
--------------------------------
Name
--------------------------------
Title
-8-
<PAGE> 13
Exhibit B
CRANE CO.
CERTIFICATE
CRANE CO. ("Crane"), a Delaware corporation, submits this certificate
(this "Certificate") to be relied upon by Perkins Coie and Milbank, Tweed,
Hadley & McCloy in delivering their respective opinions regarding the tax
consequences of the proposed distribution by Interpoint Corporation, Inc.
("Interpoint") to its shareholders of the shares of stock of Advanced Digital
Information Corporation ("ADIC"), a Washington corporation (the "Spinoff"),
pursuant to a Separation Agreement between Interpoint and ADIC, dated as of
September , 1996 (the "Separation Agreement"), and the subsequent merger (the
"Merger") of Crane Acquisition Corp., a Washington corporation that is wholly
owned by Crane ("Acquisition Corp.") into Interpoint pursuant to an Agreement
and Plan of Merger by and among Crane ("Crane"), Acquisition Corp. and
Interpoint dated as of July 1, 1996 (the "Merger Agreement"). Capitalized terms
not otherwise defined here have the meaning stated in the Agreement or, if not
defined there, in the Proxy Statement/Prospectus contained in the Registration
Statement on Form S-4 filed by Interpoint with the Securities and Exchange
Commission in connection with the Merger (the "Proxy").
Crane certifies on its own behalf and on behalf of Acquisition Corp.
that the facts and assumptions relating to the Spinoff and the Merger, insofar
as they relate to Crane and Acquisition Corp., that are described in the opinion
letters from Perkins Coie and Milbank, Tweed, Hadley & McCloy to Interpoint and
Crane, respectively, dated the date hereof (a copy of which you acknowledge has
been provided to you), and the following statements, are true, correct, and
complete in all material respects as of the date of this letter:
1. The Merger would not be undertaken unless Interpoint distributed the
stock of ADIC pursuant to the Spinoff because Crane is not willing to acquire
ADIC.
2. Crane has no plan or intention to acquire ADIC stock or securities.
3. Crane does not own any stock of Interpoint or ADIC and no
shareholder owns 5% or more of both Crane and either Interpoint or ADIC.
4. The factual statements of or relating to Crane contained in the
Proxy and in the Information Statement on Form 10 filed by Interpoint with the
Securities and Exchange Commission in connection with the Spinoff are accurate.
5. The fair market value of Crane common stock and other consideration
received by each Interpoint shareholder will be approximately equal to the fair
market value of the Interpoint common stock surrendered in the Merger.
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<PAGE> 14
6. Crane has no plan or intention to cause Interpoint to issue
additional shares of its stock that would result in Crane owning less than 80
percent of the total combined voting power of all classes entitled to vote and
80 percent of the total number of shares of each other class of Interpoint
stock.
7. Crane has no plan or intention to reacquire any of its stock issued
in the Merger, although Crane may from time to time, consistent with prior
practices, purchase some of its stock from sellers in New York Stock Exchange
transactions or from employees to facilitate employee benefit plan transactions
(e.g. in connection with stock option exercises or withholding on the vesting of
restricted stock).
8. Crane, Interpoint and the Interpoint shareholders will pay their
respective expenses, if any, incurred in connection with the Merger.
9. The sole consideration Crane will provide to Interpoint shareholders
in exchange for the surrender of Interpoint Common Stock in the Merger will be
Crane voting common stock. For these purposes, Interpoint stock redeemed for
cash or other property provided by Crane will be considered furnished by Crane.
No liabilities of Interpoint or the Interpoint shareholders will be assumed by
Crane. The payment of cash in lieu of Crane fractional shares is solely for the
purpose of avoiding the expense and inconvenience to Crane of issuing fractional
shares and does not represent separately bargained-for consideration. The total
cash consideration that will be paid in the Merger to the Interpoint
shareholders instead of issuing Crane fractional shares will not exceed one
percent of the value of the total consideration that will be issued in the
transaction to the Interpoint shareholders.
10. Crane does not own, directly or indirectly, nor has it owned,
directly or indirectly, during the past five years, any shares of Interpoint
stock.
11. No intercorporate indebtedness exists between Crane and Interpoint
or between Acquisition Corp. and Interpoint that was issued, acquired, or will
be settled at a discount.
12. Following the Merger, Crane will cause Interpoint to continue its
historic business and continue to use a significant portion of its historic
business assets.
13. Neither Crane nor Acquisition Corp. is a regulated investment
company, real estate investment trust, or a corporation fifty percent or more of
the value of whose total assets are stock and securities, and eighty percent or
more of the value of whose total assets are assets held for investment. In
making the percentage determinations under the preceding sentence, stock and
securities of any subsidiary corporation are disregarded and the parent
corporation is deemed to own its ratable share of the subsidiary's assets, and a
corporation is considered a subsidiary if the parent owns fifty percent or more
of the combined voting
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<PAGE> 15
power of all classes of stock entitled to vote or fifty percent or more of the
total value of shares of all classes of stock outstanding.
14. Crane will supply no funds to Interpoint, directly or indirectly,
to enable Interpoint to pay its dissenting shareholders the value of their stock
or to pay its option holders the value of their extinguished options. Crane will
not directly or indirectly reimburse Interpoint for any of these payments. Crane
will not pay, guarantee or secure the Segregated Account indebtedness.
15. None of the compensation to be received by any Interpoint
shareholder-employee from Crane will be separate consideration for, or allocable
to, any of their shares of Interpoint stock; none of the shares of Crane stock
received by any Interpoint shareholder-employee will be separate consideration
for, or allocable to, any employment agreement; and the compensation paid to any
shareholder-employee will be for services actually rendered and commensurate
with amounts paid to third parties bargaining at arm's-length for similar
services.
16. Prior to the Merger, Crane will own all the outstanding Acquisition
Corp. stock.
17. Acquisition Corp. will have no liabilities. Acquisition Corp. will
not transfer to Interpoint any assets subject to liabilities, in the Merger.
18. The Merger is being undertaken for the following business purposes,
among others: It is expected that Crane's ownership of the two microelectronic
corporations, Interpoint and its existing subsidiary, ELDEC, will result in
decreased aggregate research and development, production and sales costs,
thereby creating the opportunity for more competitive pricing and greater
profits. Crane expects to consolidate certain corporate and administrative
functions common to both Interpoint and ELDEC, thereby reducing duplicative
positions, reducing other nonlabor corporate and administrative expenses, and
limiting or avoiding duplicative expenditures for administrative and customer
service programs and information systems.
19. Crane has no plan or intention to liquidate Interpoint, to merge
Interpoint into another corporation, and, in no event, to cause or permit
Interpoint to be merged into Crane or a Crane subsidiary within one year of the
effective date of the Merger; to cause Interpoint to sell or otherwise dispose
of any of its assets, except for dispositions made in the ordinary course of
business; or to sell or otherwise dispose of any of the Interpoint shares
acquired in the transaction, except possibly for transfers of stock to
corporations controlled by Crane.
20. The factual statements of or about Crane contained in the Proxy are
accurate. Crane will comply with all terms of the Merger Agreement, including
its representations, warranties, and covenants contained therein.
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<PAGE> 16
[SPACE INTENTIONALLY LEFT BLANK]
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<PAGE> 17
IN WITNESS WHEREOF, Crane has caused this Certificate to be duly
executed this ______ day of _________, 1996.
CRANE CO.
By______________________________________
Name
________________________________________
Title
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<PAGE> 18
Exhibit C
Interpoint Shareholder's Tax Certificate
September __, 1996
TO: Five Percent Shareholders of Interpoint
RE: The proposed distribution by Interpoint Corporation, Inc.
("Interpoint"), a Washington corporation, to its stockholders of the
shares of stock of Advanced Digital Information Corporation ("ADIC"), a
Washington corporation (the "Spinoff"), pursuant to that Separation
Agreement by and between Interpoint and ADIC, dated as of August __,
1996, and the subsequent merger (the "Merger") of Crane Acquisition
Corp., a Washington corporation ("Merger Sub") into Interpoint pursuant
to that Agreement and Plan of Merger by and among Crane Co., a Delaware
corporation and the sole shareholder of Merger Sub ("Crane"), Merger
Sub and Interpoint dated as of July 1, 1996 (the "Merger Agreement").
Dear Shareholder:
As respective counsel to Interpoint & Crane in the Merger, Perkins Coie
and Milbank, Tweed, Hadley & McCloy have each been requested to provide a tax
opinion concerning the proposed Spinoff and the Merger. As part of the basis for
these opinions, Perkins Coie and Milbank, Tweed, Hadley & McCloy are each asking
for representations from certain significant shareholders of Interpoint that
they have no present intent to sell any ADIC shares received in the Spinoff or
any Crane shares received in the Merger. The representations will not preclude a
shareholder from deciding after the Merger to sell his or her ADIC or Crane
shares.
Your representation will be effective by signing and dating the
attached representation, and returning this letter in the self-addressed,
stamped envelope. We and Milbank, Tweed, Hadley & McCloy will rely on your
representations in rendering our respective tax opinions. We would appreciate
receiving your representation as soon as possible and in any event no later than
the day before the scheduled closing of the Merger. If you have any questions,
please call Mr. Peter van Oppen, Chairman and Chief Executive Officer of
Interpoint at 206-882-3100.
Very truly yours,
Perkins Coie
<PAGE> 19
Exhibit C
INTERPOINT SHAREHOLDER'S TAX CERTIFICATE
REPRESENTATION: The undersigned represents that as of the date below
and continuing through the Effective Time of the Merger, the undersigned has no
present plan or intention to sell, exchange or otherwise dispose of any of the
shares of common stock of ADIC to be received in the Spinoff or any of the
shares of common stock of Crane to be received in the Merger, except that the
undersigned may have a plan to sell, exchange or otherwise dispose of up to 10%
of the shares of the common stock of ADIC received by the undersigned in the
Spinoff and up to 10% of the shares of the common stock of Crane received in the
Merger in exchange for shares of the common stock of Interpoint that were
outstanding on the date the Merger Agreement was executed.
Date: By:
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By:
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