Crane Co/DE – ‘SC 14D1’ on 2/17/94 re: Eldec Corp

As of:  Thursday, 2/17/94   ·   Accession #:  912057-94-589   ·   File #:  5-37956

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Tender-Offer Statement — Third-Party Tender Offer   —   Schedule 14D-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14D1     Tender-Offer Statement -- Third-Party Tender Offer     8     34K 
 2: EX-1        Exhibit (A)(1)                                        37    197K 
 9: EX-1        Exhibit (C)(1)                                        86    190K 
 3: EX-2        Exhibit (A)(2)                                        12     53K 
10: EX-2        Exhibit (C)(2)                                        11     39K 
 4: EX-3        Exhibit (A)(3)                                         2     14K 
11: EX-3        Exhibit (C)(3)                                         6     20K 
 5: EX-4        Exhibit (A)(4)                                         2     13K 
 6: EX-5        Exhibit (A)(5)                                         3     14K 
 7: EX-6        Exhibit (A)(6)                                         4±    16K 
 8: EX-7        Exhibit (A)(7)                                         1      7K 

SC 14D1   —   Tender-Offer Statement — Third-Party Tender Offer
Document Table of Contents

SC 14D1
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 17, 1994 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14D-1

TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) 
OF THE SECURITIES EXCHANGE ACT OF 1934

ELDEC CORPORATION 
(Name of Subject Company) 

CRANE ACQUISITION CORP. 
CRANE CO. 
(Bidders) 

COMMON STOCK, PAR VALUE $0.05 PER SHARE 
(Title of Class of Securities)

284452 10 9 
(CUSIP Number of Class of Securities) 
------------------------
PAUL R. HUNDT 
SECRETARY 
CRANE CO. 
100 FIRST STAMFORD PLACE
STAMFORD, CT 06902
TELEPHONE NUMBER (203) 363-7300 
(Name, Address and Telephone Number of Person Authorized to 
Receive Notices and Communications on Behalf of Bidders)
------------------------
COPIES TO:
Albert F. Lilley
Milbank, Tweed, Hadley & McCloy 
1 Chase Manhattan Plaza 
New York, New York 10005
Telephone: (212) 530-5754 
------------------------
CALCULATION OF FILING FEE 
------------------------------
------------------------------

                                                                [Download Table]

                           TRANSACTION     AMOUNT OF                            
                             VALUE*       FILING FEE**                          
                                                                                
                           ---------------------------                          
                           $78,482,586     $15,696.52                           
                           ---------------------------                          
                           ---------------------------                          
<FN>                                                                            
 *  Pursuant to, and as provided by, Rule 0-11(d), this amount is based upon the
   Bidder's offer to purchase  6,037,122 shares of Common  Stock of the  Subject
   Company  at $13 cash per share,  which is equal to the  sum of (i) all of the
   Shares outstanding at February 4, 1994 and (ii) the number of Shares  subject
   to  outstanding  options under  the Subject  Company's employee  stock option
   plans at February 4, 1994, in each case, as provided by the Subject Company. 
** 1/50 of 1% of Transaction Valuation.                                         

/ / Check box if any part  of the fee is offset  as provided by Rule  0-11(a)(2)
    and  identify the filing with which  the offsetting fee was previously paid.
    Identify the previous filing by  registration statement number, or the  Form
or Schedule and the date of its filing.                                 

Amount Previously Paid:                                Filing Party:    
Form or Registration No.:                                Date Filed:    

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The Exhibit Index is located on Page  

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CUSIP NO. 284452 10 9 

1)  Name of Reporting Persons S.S. or I.R.S. Identification                   
Nos. of Above Persons __Crane Co. I.R.S. No. 13-1952290__             

2)  Check the Appropriate box if a Member of a Group (See Instructions)       

    / /  (a) ___________________________________________________________________

    / /  (b) ___________________________________________________________________

 3)  SEC Use Only ______________________________________________________________

 4)  Sources of Funds (See Instructions) __BK___________________________________

 5)  /X/  Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(e) or (2(f).                                              

 6)  Citizenship or Place of Organization __Delaware____________________________

 7)  Aggregate Amount Beneficially Owned by Each Reporting Person __0___________

 8)  / /  Check  if the Aggregate  Amount in Row 7  Excludes Certain Shares (See
Instructions).                                              

 9)  Percent of Class Represented by Amount in Row 7 __NA_______________________

10)  Type of Reporting Person (See Instructions) __CO___________________________

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CUSIP NO. 284452 10 9 

1)  Name of Reporting Persons S.S. or I.R.S. Identification                   
Nos. of Above Persons __Crane Acquisition Corp.*__                    

2)  Check the Appropriate box if a Member of a Group (See Instructions)       

    / /  (a)  __________________________________________________________________

    / /  (b)  __________________________________________________________________

 3)  SEC Use Only ______________________________________________________________

4)  Sources of Funds (See Instructions) __AF__                                

 5)  / /  Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(e)or (2(f).                                                         

 6)  Citizenship or Place of Organization __Washington__________________________

 7)  Aggregate Amount Beneficially Owned by Each Reporting Person __0___________

 8)  / /  Check if  the Aggregate Amount in Row  7 Excludes Certain Shares  (See
Instructions).                                                        

 9)  Percent of Class Represented by Amount in Row 7 __NA_______________________

 10)  Type of Reporting Person (See Instructions) __CO__________________________
------------------------                                                        
* Has not yet received I.R.S. Identification No.                                

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TENDER OFFER

    This  Tender Offer Statement on Schedule 14D-1 relates to the offer by Crane
Acquisition Corp.,  a Washington  corporation (the  "Purchaser"), and  a  wholly
owned subsidiary of Crane Co., a Delaware corporation ("Crane"), to purchase all
outstanding shares of Common Stock, $0.05 par value per share (the "Shares"), of
ELDEC  Corporation, a Washington corporation (the  "Company"), at a price of $13
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 February
17,  1994 (the "Offer to  Purchase"), and in the  related Letter of Transmittal,
copies of which are attached hereto as Exhibits (a)(1) and (a)(2),  respectively
(which collectively constitute the "Offer").                                    

ITEM 1.  SECURITY AND SUBJECT COMPANY.                                          

    (a)   The  name of  the subject company  is ELDEC  Corporation, a Washington
corporation, and the address of its principal executive offices is 16700 -  13th
Avenue West, P.O. Box 100, Lynnwood, WA 98046-0100.                             

    (b)   The exact title of the class  of equity securities being sought in the
Offer is  Common  Stock,  $0.05  par  value  per  share,  of  the  Company.  The
information  set  forth  in  the  Introduction  to  the  Offer  to  Purchase  is
incorporated herein by reference.                                               

    (c)  The information  set forth in  Section 6 ("Price  Range of the  Shares;
Dividends") of the Offer to Purchase is incorporated herein by reference.       

ITEM 2.  IDENTITY AND BACKGROUND.                                               

    (a)-(d),  (g)   This  Statement is  filed  by the  Purchaser and  Crane. The
information set forth in  the Introduction and  Section 9 ("Certain  Information
Concerning  the  Purchaser and  Crane")  of, and  Schedule  I to,  the  Offer to
Purchase is incorporated herein by reference.                                   

    (e)-(f)  Neither Crane nor any of the persons identified in this Item 2 has,
during the  last  five  years  (i)  been  convicted  in  a  criminal  proceeding
(excluding  traffic  violations or  similar misdemeanors)  except: On  March 28,
1991, Crane pleaded NOLO CONTENDERE, in the United States District Court for the
Middle District of Georgia,  Macon Division, to a  one count information to  the
effect  that  one of  its divisions,  since dissolved,  having knowledge  of the
actual commission of a felony, to wit, that a purchasing agent of a customer was
attempting, in  violation of  26 USC  Section 7201,  to evade  taxes on  certain
monies  which he had  caused employees of the  division to pay  to him to ensure
that his  employer  would continue  to  buy  products from  that  division,  had
concealed and had not as soon as possible made known same to some judge or other
person  in civil authority under  the United States, all  in violation of 18 USC
Section 4, and was fined $100,000, or (ii) been a party to a civil proceeding of
a judicial or administrative body of  competent jurisdiction and as a result  of
such proceeding was or is subject to a judgment, decree or final order enjoining
future  violations of,  or prohibiting activities  subject to,  Federal or State
securities laws or finding any violation of such laws.                          

ITEM 3.  PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.  

    (a)  The information set forth in Section 9 ("Certain Information Concerning
the Purchaser and  Crane") of the  Offer to Purchase  is incorporated herein  by
reference.                                                                      

    (b)   The  information set  forth in Section  10 ("Background  of the Offer;
Contacts with the Company; The  Merger Agreement; The Stock Purchase  Agreement;
The Confidentiality Agreement; Statutory Requirements") of the Offer to Purchase
is  incorporated herein by reference.  Since January 1, 1990  there have been no
contacts, negotiations or transactions required to be set forth in this item.   

ITEM 4.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                     

    (a)-(b)  The  information set  forth in Section  12 ("Source  and Amount  of
Funds") of the Offer to Purchase is incorporated herein by reference.           

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(c)  Not applicable.                                                    

ITEM 5.  PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDERS.     

    (a)-(e)   The information set forth in the Introduction, Section 9 ("Certain
Information Concerning the Purchaser and Crane"), Section 10 ("Background of the
Offer; Contacts  with the  Company;  The Merger  Agreement; The  Stock  Purchase
Agreement;  The Confidentiality Agreement;  Statutory Requirements") and Section
11 ("Purpose of the Offer; Plans for the Company") of the Offer to Purchase  are
incorporated  herein by  reference. Except  as set  forth therein,  there are no
plans or proposals required to be set forth in this item.                       

    (f)-(g)  The information set forth in Section 7 ("Effect of the Offer on the
Market for  the  Shares; NASDAQ  Quotation;  Exchange Act  Registration;  Margin
Regulations") of the Offer to Purchase is incorporated herein by reference.     

ITEM 6.  INTEREST IN SECURITIES OF THE SUBJECT COMPANY.                         

    (a)-(b)   The information set forth in the Introduction, Section 9 ("Certain
Information Concerning the Purchaser and Crane"), Section 10 ("Background of the
Offer; Contacts  with the  Company;  The Merger  Agreement; The  Stock  Purchase
Agreement;  The Confidentiality Agreement;  Statutory Requirements") and Section
11 ("Purpose of the Offer; Plans for  the Company") of the Offer to Purchase  is
incorporated herein by reference.                                               

ITEM 7.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT  
TO THE SUBJECT COMPANY'S SECURITIES.                                            

    The  information in the Introduction, Section  10 ("Background of the Offer;
Contacts with the Company; The  Merger Agreement; The Stock Purchase  Agreement;
The Confidentiality Agreement; Statutory Requirements"), Section 11 ("Purpose of
the  Offer; Plans for the Company") and Section 16 ("Certain Fees and Expenses")
of the Offer to Purchase is incorporated herein by reference.                   

ITEM 8.  PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.                       

    The information set forth in the Introduction and Section 16 ("Certain  Fees
and Expenses") of the Offer to Purchase is incorporated herein by reference.    

ITEM 9.  FINANCIAL STATEMENTS OF BIDDERS.                                       

    The  information in Section 9 ("Certain Information Concerning the Purchaser
and Crane") of the Offer to Purchase is incorporated herein by reference.       

ITEM 10.  ADDITIONAL INFORMATION.                                               

    (a)  The information in Section 10 ("Background of the Offer; Contacts  with
the   Company;  The  Merger   Agreement;  The  Stock   Purchase  Agreement;  The
Confidentiality Agreement; Statutory Requirements") of the Offer to Purchase  is
incorporated herein by reference.                                               

    (b)-(c)   The information  set forth in Section  15 ("Certain Legal Matters;
Required Regulatory Approvals") of the Offer to Purchase is incorporated  herein
by reference.                                                                   

    (d)   The information set forth in  the Introduction Section 6 ("Price Range
of the Shares; Dividends") Section 7 ("Effect of the Offer on the Market for the
Shares; NASDAQ  Quotation;  Exchange  Act  Registration;  Margin  Regulations"),
Section  12  ("Source  and Amount  of  Funds")  and Section  15  ("Certain Legal
Matters;  Required  Regulatory   Approvals")  of  the   Offer  to  Purchase   is
incorporated herein by reference.                                               

    (e)    The information  set  forth in  Section  15 ("Certain  Legal Matters;
Required Regulatory Approvals") of the Offer to Purchase is incorporated  herein
by reference.                                                                   

    (f)   The information set  forth in the Offer to  Purchase and the Letter of
Transmittal, copies of which are attached hereto as Exhibits (a)(1) and  (a)(2),
respectively, is incorporated herein by reference.                              

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ITEM 11.  MATERIAL TO BE FILED AS EXHIBITS.                                     

                                                        [Enlarge/Download Table]
                                                                                            
(a)(1)  Offer to Purchase, dated February 17, 1994.                                         
(a)(2)  Letter of Transmittal.                                                              
(a)(3)  Notice of Guaranteed Delivery.                                                      
(a)(4)  Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust      
        Companies and Other Nominees.                                                       
(a)(5)  Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and
        Other Nominees.                                                                     
(a)(6)  Guidelines for Certification of Taxpayer Identification Number on Substitute Form   
        W-9.                                                                                
(a)(7)  Text of Press Release issued by Crane, dated February 11, 1994.                     
   (b)  Not applicable.                                                                     
(c)(1)  Agreement for Merger and Reorganization, dated as of February 11, 1994 among Crane  
        Co., Crane Acquisition Corp. and ELDEC Corporation.                                 
(c)(2)  Stock Purchase Agreement made and entered into as of February 11, 1994 among the    
        individual shareholders and trusts described in Schedule A thereto, Crane Co. and   
        Crane Acquisition Corp.                                                             
(c)(3)  Confidentiality Agreement between the Company and Crane Co. dated December 17, 1993.
   (d)  Not applicable.                                                                     
   (e)  Not applicable.                                                                     
   (f)  Not applicable.                                                                     

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SIGNATURE 

    After  due  inquiry  and  to  the  best  of  my  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: February 17, 1994                                                        

             CRANE CO.

                         By: /s/ PAUL R. HUNDT
                                             -----------------------------------
                             Name: Paul R. Hundt
                                Title:  Vice President

Dated: February 17, 1994                                                        

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EXHIBIT INDEX 

                                                                [Download Table]

                                                                       PAGE
EXHIBIT                                                                NO. 
-------                                                                --- 
                                                                           
(a)(1)   Offer to Purchase, dated February 17, 1994                        
(a)(2)   Letter of Transmittal                                             
(a)(3)   Notice of Guaranteed Delivery                                     
(a)(4)   Letter from the Information Agent to Brokers, Dealers,            
          Commercial Banks, Trust Companies and other Nominees             
(a)(5)   Letter to Clients for use by Brokers, Dealers, Commercial         
          Banks, Trust Companies and Other Nominees                        
(a)(6)   Guidelines for Certification of Taxpayer Identification           
          Number on Substitute Form W-9                                    
(a)(7)   Text of Press Release issued by Crane, dated as of February       
          11, 1994                                                         
(c)(1)   Agreement for Merger and Reorganization dated February 11,        
          1994 Crane Co., Crane Acquisition Corp. and ELDEC.               
(c)(2)   Stock Purchase Agreement dated as of February 11, 1994 among      
          the individual shareholders and trusts described in              
          Schedule A thereto, Crane Co. and Crane Acquisition Corp.        
(c)(3)   Confidentiality Agreement between the Company and Crane Co.       
          dated December 17, 1993.                                         

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Dates Referenced Herein   and   Documents Incorporated by Reference

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		2/11/94		6		8
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		12/17/93		6		8
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