-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, KTL1S/1NxHFoWwT5oV/8ivWQoaiXEOVImgQ+vK+ppzk13zJ08KqP2//D7Ez15o6S jHbMoGPt32JihTzL/cFV+A== 0000025445-94-000012.txt : 19940330 0000025445-94-000012.hdr.sgml : 19940330 ACCESSION NUMBER: 0000025445-94-000012 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940329 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MARK CONTROLS CORP /DE/ CENTRAL INDEX KEY: 0000820392 STANDARD INDUSTRIAL CLASSIFICATION: 3490 IRS NUMBER: 363530490 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 34 SEC FILE NUMBER: 005-39336 FILM NUMBER: 94518612 BUSINESS ADDRESS: STREET 1: 5215 OLD ORCHARD RD CITY: SKOKIE STATE: IL ZIP: 60077 BUSINESS PHONE: 7084708585 FORMER COMPANY: FORMER CONFORMED NAME: NEWMARK ILLINOIS CORP DATE OF NAME CHANGE: 19880207 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CRANE CO /DE/ CENTRAL INDEX KEY: 0000025445 STANDARD INDUSTRIAL CLASSIFICATION: 3490 IRS NUMBER: 131952290 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 100 FIRST STAMFORD PLACE CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2033637300 SC 13D/A 1 AMENDMENT 5 United States Securities and Exchange Commission Washington, DC. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) Mark Controls Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 57038N-10-5 (CUSIP Number) Crane Co., 100 First Stamford Place, Stamford, CT 06902, Attention: Paul R. Hundt, Secretary (203 363-7220) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 28, 1994 (Date of Event which Requires Filing of this Statement) Page 1 of 4 The Schedule 13D filed by Crane Co. on January 3, 1994 with respect to Mark Controls Corporation is hereby amended as follows: Item 4. Purpose of Transaction On March 28, 1994, Crane announced that it would commence a cash tender offer for all outstanding shares of the Issuer at $19.50 and sent a letter to the Issuer advising of the announcement and of Crane's expectation that the Issuer would take all necessary and appropriate actions to facilitate the Offer. Copies of Crane's press release and letter are attached hereto as Exhibits 6 and 7, respectively. Item 7. Material to be Filed as Exhibits 6. Copy of Press Release dated March 28, 1994 7. Letter dated March 28, 1994 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: March 28, 1994 /s/ Paul R. Hundt Vice President Page 2 of 4 FOR IMMEDIATE RELEASE CRANE CO. ANNOUNCES CASH TENDER OFFER FOR MARK CONTROLS STAMFORD, CONNECTICUT -- March 28, 1994 -- Crane Co. announced today that it will commence a cash tender offer for all outstanding shares of Mark Controls Corporation at $19.50. R. S. Evans, Chairman and Chief Executive Officer of Crane stated: "Crane already holds 13.2 percent of Mark Controls and is determined to pursue this acquisition because Mark Controls fits perfectly with Crane's existing businesses." In a letter to William Bendix, Chairman of Mark Controls, R. S. Evans praised the professional management of Mark Controls, and stated that he expected that the merger would enhance both companies. According to a Crane spokesman, the Crane offer is scheduled to commence as soon as practicable and would be subject to customary conditions, including tenders of a majority of the outstanding shares. Crane Co. is a diversified manufacturer of engineered industrial products serving niche markets in the aerospace, fluid handling, automatic merchandising and construction industries. Crane's wholesale distribution businesses serve building products markets and industrial customers. # # # # Contact: D. L. Kelley, Crane Co., Stamford CT 203/363-7239 Page 3 of 4 March 28, 1994 Mr. William E. Bendix President and Chief Executive Officer Mark Controls Corporation 5202 Old Orchard Road Skokie, IL 60077 Re: Crane Tender Offer Dear Bill: We have publicly announced today our intention to commence a tender offer for Mark Controls at $19.50. Crane has determined to pursue this acquisition because of the excellent business fit between our two companies. We have been impressed with the professional management of Mark Controls and expect that the integration of our businesses will enhance both. We expect, considering the level of our bid, that at the appropriate time you and your board of directors will take all necessary and appropriate actions to facilitate our offer and its attendant purpose, the acquisition of all outstanding Mark Controls shares and rights to acquire shares. Sincerely, /s/ R. S. Evans Page 4 of 4 -----END PRIVACY-ENHANCED MESSAGE-----