-----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, lBBufgajTWanEbYpnI5nbD/1s/vFf254bKUAMOTE/kg5AW56G7PKMgvEVytKPr8U 5tNNGP5uEP2nKHjvBD9a/A== 0000912057-94-001225.txt : 19940404 0000912057-94-001225.hdr.sgml : 19940404 ACCESSION NUMBER: 0000912057-94-001225 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940331 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: 34 SEC FILE NUMBER: 005-39336 FILM NUMBER: 94519749 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 SC 14D1/A 1 SCHEDULE 14D-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ SCHEDULE 14D-1 (Amendment No. 1) 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. 7) _________________________ 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 This Amendment No. 1 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 Statement also constitutes Amendment No. 7 to the Statement on Schedule 13D, dated January 3, 1994, filed by Crane, relating to its beneficial ownership of Shares. Item 11 is hereby amended to add the following: ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (b) 99.10 - Commitment letters delivered to Crane by four banks relating to $100 million revolving credit facility. 1 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: March 31, 1994 CRANE CO. By: /s/ Paul R. Hundt ------------------------- Name: Paul R. Hundt Title: Vice President Dated: March 31, 1994 2 EXHIBIT INDEX EXHIBIT PAGE NO. - ------- -------- 99.10 Commitment letters delivered to Crane by four banks relating to $100 million revolving credit facility. 3 EX-99.10 2 EX99-10 Note: The following commitment letters have been redacted to remove information identifying the banks therein. March 29, 1994 Mr. Gil A. Dickoff Treasurer Crane Co. 100 First Stamford Place Stamford, CT 06902 Dear Gil: You have requested our affiliate, , to arrange financing in the amount of $100,000,000 for Crane Co. (the "Borrower"). Attached is an outline of the principal terms and conditions of proposed loans to be made by and other banks acceptable to and the Borrower ( and such other banks being herein called the "Banks"), pursuant to loan documentation mutually acceptable to the Banks and the Borrower. hereby commits to lend up to $25,000,000 on the attached terms and conditions. shall inform the Borrower of the date (the "Commitment Date") on which the Banks (other than ) have sent to telex or other written confirmation of their commitments on the attached terms and conditions in an aggregate amount (together with 's commitment) of $100,000,000. All such commitments will be subject to the negotiation, execution and delivery of mutually acceptable definitive loan documentation (to be prepared by 's counsel, ) within 90 days of the date hereof. The Borrower by signing below agrees to indemnify and defend , and each other Bank, their respective affiliates and the respective directors, officers, agents and employees of the foregoing from, and hold each of them harmless against, any and all losses, liabilities, claims, damages or expenses of any kind, including without limitation the fees and disbursements of counsel, incurred by any of them arising out of or by reason of any investigation, litigation or other proceeding brought or threatened relating to any loan made or proposed to be made to the Borrower in connection with the matters herein referred to (including, but without limitation, any use made or proposed to be made by the Borrower or any of its affiliates of the proceeds of such loans, but excluding any such losses, liabilities, claims, damage or expenses incurred by reason of the gross negligence or willful misconduct of the indemnitee as determined by a final judgment of a court of competent jurisdiction). Finally, the Borrower hereby agrees to pay 's and 's out-of-pocket costs and expenses in connection herewith, including fees and disbursements of its counsel, regardless of whether any loan documents are agreed to and signed by the Banks and the Borrower and regardless of whether any loans are actually made. If you accept and agree to this proposal, please so indicate by signing in the space provided below and returning a copy of this letter to us. Sincerely, /s/ [ ] By: _________________________ Name: Title: /s/ [ ] By: _________________________ Name: Title: ACCEPTED AND AGREED TO this ____ day of ____________, __: CRANE CO. By: ____________________________ Name: Title: SUMMARY OF TERMS AND CONDITIONS FOR CRANE CO. Borrower: Crane Co. Amount: $100,000,000 Initial Commitment: $25,000,000 Purpose: General Corporate Purposes and to provide bridge financing for acquisitions, including the purchase of Eldec Corp. Each acquisition will be disclosed to the Banks as soon as letters of intent to purchase are signed. Arranger: Agent: Lenders: Syndicate of lenders acceptable to the Borrower and (the "Banks"). Facility Description: $100 million available as a 3 year revolving credit facility with a final maturity for the loans and commitments not more than 3 years after the closing. Borrowing Options: Adjusted LIBOR, Adjusted CD, and Base Rate. LIBOR and CD will be adjusted for reserves and other regulatory requirements. Base Rate means the higher of prime rate or the federal funds rate + 0.50%. Money Market Option Description: The Borrower may request the Agent to solicit competitive bids from the Banks at a margin over LIBOR or at an absolute rate, for interest periods as indicated below. Each Bank will bid at its own discretion for amounts up to the total amount of commitments and the Borrower will be under no obligation to accept any ofthe bids. Any Money Market advances made by a Bank shall be deemed usage of the facility for the purpose of fees and availability. However, each Bank's advance shall not reduce such Bank's obligation to lend its pro rata share of the remaining undrawn commitment. BID SELECTION MECHANISM: The Borrower will determine the aggregate amount of bids, if any, it will accept. Bids will be accepted in order of the lowest to the highest rates ("Bid Rates"). If two or more Banks bid at the same Bid Rate and the amount of such bids accepted is less than the aggregate amount of such bids, then the amount to be borrowed at such Bid Rate will be allocated among such Banks in proportion to the amount for which each Bank bid at such Bid Rate. If the bids are either unacceptably high to the Borrower or are insufficient in amount, the Borrower may cancel the auction. Pricing: Pricing on the commitments and loans will be at the rates per annum, expressed in basis points per annum, and varying commensurate with credit quality, set forth in the attached Pricing Grid. Margins: See attached Pricing Grid. Facility Fee: A per annum fee calculated on a 360 day basis payable on each Bank's commitment irrespective of usage, quarterly in arrears, and on termination of a Bank's commitment, as set forth in the attached Pricing Grid. Reference Lenders: Three Banks representative of the lender group. Interest Payments: At the end of each applicable Interest Period or quarterly, if earlier. Interest Periods: SYNDICATED BORROWINGS: Base Rate - 30 days. Adjusted LIBOR Loans - 1, 2, 3, or 6 months. Adjusted CD Loans - 30, 60, 90, or 180 days. NON-SYNDICATED BORROWINGS: Money Market LIBOR Loans - minimum 1 month. Money Market Absolute Rate Loans - minimum 7 days. Drawdowns: Minimum amounts of $10 million with additional increments of $1 million. Drawdowns are at the Borrower's option with same day notice for Base Rate Loans, two business days' notice for Adjusted CD Loans, and three business days' notice for Adjusted LIBOR Loans. Prepayments: Base Rate Loans may be prepaid at any time on one business day's notice. Adjusted LIBOR and Adjusted CD Loans may not be prepaid before the end of an Interest Period. Termination or Reduction of Commitments: The Borrower may terminate the unused commitments in amounts of at least $5 million at any time on three business day's notice. Representations and Warranties: Customary for credit agreements of this nature, with respect to the Borrower and its Subsidiaries, including but not limited to: 1. Corporate existence. 2. Corporate and governmental authorization; no contravention; binding effect. 3. Financial information. 4. No material adverse change. 5. Environmental matters. 6. Compliance with laws, including ERISA. 7. No material litigation. 8. Existence, incorporation, etc. of subsidiaries. 9. Payment of taxes. 10. Full disclosure. Conditions to Borrowing: Customary in credit agreements of this nature, including but not limited to: 1. Absence of default. 2. Accuracy of representations and warranties. 3. Negotiation and execution of satisfactory closing documentation. 4. Deal-specific requirements if any; regulatory approvals, licenses. Covenants: Customary in credit agreements of this nature, with respect to the Borrower and its subsidiaries, including but not limited to: 1. Information. 2. Maintenance of property; insurance coverage. 3. Conduct of business; maintenance of existence. 4. Compliance with laws, including ERISA and environmental regulations. 5. Negative pledge (including subsidiary stock and assets). 6. Limitation on consolidations, mergers and sale of assets. 7. Subsidiary debt limitation. 8. Cash Flow to Total Borrowed Funds greater than or equal to 17%. 9. Total Borrowed Funds to Total Capital no higher than 70% during the second, third and fourth quarters of 1994 and the first quarter of 1995, and no higher than 65% during the second quarter of 1995 and thereafter. Events of Default: Customary in credit agreements of this nature, including but not limited to the following: 1. Failure to pay any interest, principal, or fees payable under the Credit Agreement when due. 2. Failure to meet covenants (with grace periods, where appropriate). 3. Representations or warranties false in any material respect when made. 4. Cross default to other material debt of the Borrower and its Subsidiaries which is triggered by an event which would permit the holder to accelerate its debt or terminate its commitment. 5. Change of ownership or control. 6. Other usual defaults with respect to the Borrower and Subsidiaries, including but not limited to insolvency, bankruptcy, ERISA, and judgment defaults. Increased Costs/Change of Circumstances: The credit agreement will contain customary provisions protecting the Banks in the event of unavailability of funding, illegality, increased costs and funding losses. Indemnification: The Borrower will indemnify the Banks against all losses, liabilities, claims, damages, or expenses relating to their loans, the Borrower's use of loan proceeds or the commitments, including but not limited to reasonable attorneys' fees and settlement costs (except such as result from the indemnitee's gross negligence or willful misconduct). Transfers and Participations: Banks will have the right to transfer or sell participations in their loans or commitments. Transferability of voting rights in participations will be limited to changes in principal, rate, fees and term. Assignments, which must be in amounts of at least $10 million (or the remainder of a Bank's loans and commitments, if less), will be allowed with the consent of the Borrower, such consent not to be unreasonably withheld, provided that the Borrower's consent will not be required for assignment within the Bank group and to the Banks' affiliates. Expenses: Borrower will pay all legal and other out-of-pocket expenses of related to this transaction and any subsequent amendments or waivers, including the fees and expenses of , special counsel to . Governing Law: State of New York. Pricing Grid for $100 million Three Year facility (in basis points per annum)
Level I Level II Level III Level IV Level V - ------------------------------------------------------------------------------------------------------------------------ If the Borrower's If the Borrower's unsecured unsecured senior If the Borrower's senior debt is debt is rated If the Borrower's unsecured senior rated BBB by BBB-by S&P or unsecured senior debt is rate S&P or Baa2 Baa3 by debt is rated A- BBB+ by S&P or by Moody's and Moody's, and or highter by S&P Baa1 by Moody's, neither Level I none of Level I, or A3 or higher and Level I does nor Level II Level II, or If no other Basis for pricing by Moody's not apply applies Level III applies level applies - ----------------- ----------------- ---------------- --------------- ------------------ ------------- Facility Fee LIBOR+ CD+ Based Rate+ "Used" Cost (LIBOR + facility fee + applicable margin) - ----------------------------------------------------------------------------------------------------------------------
Note: Intentionally left blank for filing and exhibit purposes. March 28, 1994 [Name] Vice President [Bank] [Address] Dear [Name]: is pleased to commit $25 million to the $100 million three-year syndicated credit facility for Crane Company, the Terms and Conditions of which are outlined in the Summary of Terms and Conditions dated March 25, 1994. Our commitment is subject only to the satisfactory review and execution of legal documentation. Furthermore, our commitment in the three- year revolving credit facility replaces that of our commitment of March 17, 1994 in the Company's 364-day credit facility, that has been replaced at the request of Crane with the three-year credit facility. Sincerely, /s/ [Name] March 29, 1994 [Name] [Address] Attention: [Name] Vice President Gentlemen: We refer to the Summary of Terms and Conditions dated March 25, 1994 for the $100 million three-year revolving credit facility to be extended to Crane Co. furnished by you to us. We are pleased to confirm that we agree to participate in this facility in the maximum amount of $25,000,000 subject to (i) the execution and delivery of definitive documentation for this facility which shall include the terms and conditions set forth on the term sheet, and such other terms and conditions which we and our counsel deem customary, necessary or appropriate, satisfactory in form and substance to us and our counsel, and (ii) our satisfaction with all terms applicable to this facility which are not described or included in the term sheet or remain to be negotiated, agreed upon and/or defined. Our agreement to participate as aforesaid shall be deemed terminated if definitive documentation for this facility has not been executed and delivered on or prior to April 29, 1994. THIS LETTER SUPERSEDES IN ITS ENTIRETY OUR LETTER TO YOU DATED MARCH 18, 1994, WHICH LETTER DATED MARCH 18, 1994 IS OF NO FURTHER FORCE AND EFFECT. Very truly yours, /s/ [Name] March 30, 1994 [Name] Vice President [Name] [Address] Dear [Name]: is pleased to commit $25,000,000 to the $100 million 3 year syndicated credit facility for Crane Co., the terms of which are outlined in the Summary of Terms and Conditions dated March 25, 1994. Our commitment is subject only to the execution of satisfactory legal documentation. Sincerely, /s/ [Name] /s/ [Name] -----END PRIVACY-ENHANCED MESSAGE-----