-----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, O01l/ExdYsHspjsRlbrvibLxxJdhH6Z/4pwB0zQbHeByKHXBkqIZwLwi/2z3rZzF VohysHIPFt2TVcxGQSPTcw== 0000025445-94-000016.txt : 19940502 0000025445-94-000016.hdr.sgml : 19940502 ACCESSION NUMBER: 0000025445-94-000016 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940429 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: 1934 Act SEC FILE NUMBER: 005-39336 FILM NUMBER: 94525420 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 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 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39336 FILM NUMBER: 94525421 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 14D1/A BUSINESS ADDRESS: STREET 1: 100 FIRST STAMFORD PLACE CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2033637300 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 14D1/A BUSINESS ADDRESS: STREET 1: 100 FIRST STAMFORD PLACE CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2033637300 SC 14D1/A 1 AMENDMENT 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________ SCHEDULE 14D-1 (Amendment No. 2-Final Amendment) Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 and SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8) _________________________ MARK CONTROLS CORPORATION (Name of Subject Company) _________________________ CRANE ACQUISITION CORP. CRANE CO. (Bidders) _________________________ Common Stock, par value $.01 per Share (including the associated Series A Stock Purchase Rights) (Title of Class of Securities) _________________________ 57038N-10-5 (CUSIP Number of Class of Securities) _________________________ Paul R. Hundt Secretary Crane Co. 100 First Stamford Place Stamford, CT 06902 Telephone Number (203) 363-7220 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) _________________________ Copies to: Lawrence Lederman, Esq. Milbank, Tweed, Hadley & McCloy 1 Chase Manhattan Plaza Telephone: (212) 530-5754 CUSIP. NO. 57038N-10-5 1. Names of reporting persons. SS or IRS Identification No. of above persons: Crane Co. IRS No. 13-1952290. 2. Check the appropriate box if a member of a group: a) / / b) / / 3. SEC use only: 4. Source of funds: BK 5. Check box if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e): / x / 6. Citizenship or place of organization: Delaware 7. Aggregate amount beneficially owned by each reporting person: 4, 849,593 8. Check box if the aggregate amount in Row (7) excludes certain shares: / / 9. Percent of Class represented by amount in Row (7): 96.3 percent. 10. Type of reporting persons: CO CUSIP No. 57038N-10-5 1. Names of reporting persons. SS or IRS Identification No. of above persons: Crane Acquisition Corp. 2. Check the appropriate box if a member of a group: a) / / b) / / 3. SEC use only: 4. Source of funds: AF 5. Check box if disclosure of legal proceedings is required pursuant to items 2(d) or 3(e): / / 6. Citizenship or place of organization: Delaware 7. Aggregate amount beneficially owned by each reporting person: 4, 849,593 8. Check box if the aggregate amount in Row (7( excludes certain shares: / / 9. Percent of Class represented by amount in Row (7): 96.3 10. Type of reporting persons: CO This Amendment No. 2 to the Tender Offer Statement on Schedule 14D-1 relates to the offer by Crane Acquisition Corp., a Delaware corporation (the "Purchaser"), and a wholly-owned subsidiary of Crane Co., a Delaware corporation ("Crane"), to purchase all outstanding shares of Common Stock, $.01 par value per share (the "Common Stock"), of Mark Controls Corporation, a Delaware corporation (the "Company"), and the associated Series A Stock Purchase Rights (the "Rights" and, together with the Common Stock, the "Shares") at a price of $19.50 per share, net to the seller in cash and without interest thereon, on the terms and subject to the conditions set forth in the Offer to Purchase, dated March 30, 1994 (the "Offer to Purchase") and in the related Letter of Transmittal, copies of which are attached hereto as Exhibits 99.1 and 99.2, respectively (which collectively constitute the Offer"). This Amendment No. 2 constitutes the final amendment to the Tender Offer Statement on Schedule 14D-1 in accordance with General Instruction D to Schedule 14D-1. Unless otherwise indicated, all capitalized terms used herein shall have the meaning set forth in the Offer to Purchase. This Statement also constitutes Amendment No. 8 to the Statement on Schedule 13D, dated January 3, 1994, filed by Crane, relating to its beneficial ownership of Shares. 1. Item 6 is hereby amended to add the following to paragraph (b) thereof: Item 6. Interest in Securities of the Subject Company (b) Crane and the Purchaser have been advised by the Depositary for the Offer that as of the expiration of the Offer, 4,185,729 Shares including Shares tendered by notice of guaranteed delivery) had been validly tendered and not withdrawn. The total number of Shares purchased pursuant to the Offer is 4,185,729 Shares, which constitute all of the Shares, certificates for which were validly tendered and not withdrawn prior to the expiration of the Offer. All of these Shares were accepted for payment and purchased at a price of $19.50 per Share, net to the seller in cash, without interest. As a result of these purchases, together with the 663,810 Shares previously purchased by Crane, and delivered to Purchaser, and assuming that the Purchaser will purchase 85,051 Shares still to be physically delivered pursuant to the guaranteed delivery method, the Purchaser and Crane will beneficially own 4,849,539 Shares, which constitute approximately 96.3 percent of the outstanding Shares. The Offer expired according to its terms at 12:00 Midnight, New York City time, on Tuesday, April 26, 1994. 2. Item 11 is hereby amended to add the following: ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. 99.11 - News Release dated April 27, 1994. SIGNATURE After due inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. CRANE ACQUISITION CORP. By: /s/ Paul R. Hundt Name: Paul R. Hundt Title: Vice President Dated: April 28, 1994 CRANE CO. By: /s/ Paul R. Hundt Name: Paul R. Hundt Title: Vice President Dated: April 28, 1994 EXHIBIT INDEX EXHIBIT 99.11 News Release dated April 27, 1994 FOR IMMEDIATE RELEASE CRANE CO. ACQUIRES MARK CONTROLS CORPORATION STAMFORD, CONNECTICUT -- April 27, 1994 -- Crane Co. (CR/NYSE) announced today the successful completion of its all- cash tender offer for all of the outstanding shares of common stock of Mark Controls Corporation (MRCC/NASDAQ). The tender offer expired at midnight, New York City time, on Tuesday, April 26, 1994. Crane has been informed by the depositary for the tender offer that approximately 4,185,729 shares were tendered into the offer and not withdrawn. These shares, together with the 663,810 shares already owned by Crane Co., constitute 96.3 percent of the 5,038,310 shares outstanding as of March 30, 1994, the date of the offer. Crane Acquisition Corp., a wholly-owned subsidiary of Crane Co., has accepted and will pay for all shares tendered on April 28, 1994. R. S. Evans, Chairman and Chief Executive Officer of Crane Co. stated, "We are very pleased that the Mark Controls businesses have become part of Crane. Mark Controls is a well- managed company and we anticipate a successful integration of these operations into Crane Co." Crane Co. is a diversified manufacturer of engineered industrial products, serving niche markets in aerospace, fluid handling, automatic merchandising and the construction industry. Crane's wholesale distribution business serves the building products markets and industrial customers. # # # # CONTACT: D. L. Kelley, Crane Co., Stamford, CT 203/363-7239 -----END PRIVACY-ENHANCED MESSAGE-----