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
EX-3 — Exhibit (C)(3)
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December 17, 1993
Mr. David S. Smith
Vice President-Corporate Development
Crane Co.
100 First Stamford Place
Stamford, CT 06902
CONFIDENTIALITY AGREEMENT
Dear Sirs:
In connection with your possible interest in a negotiated transaction (the
"Transaction") involving ELDEC Corporation (the "Company"), you have requested
that we or our representatives furnish you or your representatives with
certain information relating to the Company or the Transaction. All such
information (whether written or oral) furnished (whether before or after the
date hereof) by us or our directors, officers, employees, affiliates,
representatives (including, without limitation, financial advisors, attorneys
and accountants) or agents (collectively, "our Representatives") to you or
your directors, officers, employees, affiliates, representatives (including,
without limitation, financial advisors, attorneys and accountants) or agents
or your potential sources of financing for the Transaction (collectively,
"your Representatives") and all analyses, compilations, forecasts, studies or
other documents prepared by you or your Representatives in connection with
your or their review of, or your interest in, the Transaction which contain or
reflect any such information is hereinafter referred to as the "Information".
The term Information will not, however, include information which (i) is or
becomes publicly available other than as a result of a disclosure by you or
your Representatives or (ii) is or becomes available to you on a
nonconfidential basis from a source (other than us or our Representatives)
which, to the best of your knowledge after due inquiry, is not prohibited from
disclosing such information to you by a legal, contractual or fiduciary
obligation to us. We will furnish Information that is reasonably available to
ELDEC and has been or is being (i) generally furnished to other bidders and
(ii) reasonably requested by you in the context of the proposed Transaction.
Accordingly, you hereby agree that:
1. You and your Representatives (i) will keep the Information confidential
and will not (except as required by applicable law, regulation or legal
process, and only after compliance with paragraph 3 below), without our
prior written consent, disclose any Information in any manner
whatsoever, and (ii) will not use any Information other than in
connection with the Transaction; PROVIDED, HOWEVER, that you may
reveal the Information to your Representatives (a) who have been
identified to and approved by the Company prior to receiving the
Information, (b) who need to know the Information for the purpose of
evaluating the Transaction, (c) who are informed by you of the
confidential nature of the Information and (d) who agree to act in
accordance with the terms of this letter agreement. You will cause your
Representatives to observe the terms of this letter agreement, and you
will be responsible for any breach of this letter agreement by any of
your Representatives.
2. You and your Representatives will not (except as required by applicable
law, regulation or legal process, and only after compliance with
paragraph 3 below), without our prior written consent, disclose to any
person the fact that the Information exists or has been made available,
that you are considering the Transaction or any other transaction
involving the Company, or that discussions or negotiations are taking or
have taken place concerning the Transaction or involving the Company or
any term, condition or other fact relating to the Transaction or such
discussions or negotiations, including, without limitation, the status
thereof. For the purpose of this letter agreement, the term "person"
shall be broadly construed and shall, without limitation, include the
media, governmental entities, any corporation, partnership, group,
individual or other entity, including any potential partners or sources
of financing you may be considering in connection with this transaction.
Before any person receives any Information, the person must enter into a
letter agreement with the Company similar to this agreement regarding
the treatment and confidentiality of the Information.
3. In the event that you or any of your Representatives are requested
pursuant to, or required by, applicable law, regulation or legal process
to disclose any of the Information, you will notify us promptly so that
we may seek a protective order or other appropriate remedy or, in our
sole discretion, waive compliance with the terms of this letter
agreement. In the event that no such protective order or other remedy
is obtained, or that the Company waives compliance with the terms of
this letter agreement, you will furnish only that portion of the
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Information which you are advised by counsel is legally required and
will exercise all reasonable efforts to obtain reliable assurance that
confidential treatment will be accorded the Information.
4. If you determine not to proceed with the Transaction, you will promptly
inform our Representative, Morgan Stanley & Co. Incorporated ("Morgan
Stanley"), of that decision and, in that case, and at any time upon the
request of the Company or any of our Representatives, you will either
(i) promptly destroy all copies of the written Information in your or
your Representatives' possession and confirm such destruction to us in
writing, or (ii) promptly deliver to the Company at your own expense all
copies of the written Information in your or your Representatives'
possession. Any oral Information will continue to be subject to the
terms of this letter agreement.
5. You acknowledge that neither we, nor Morgan Stanley or its affiliates,
nor our other Representatives, nor any of our or their respective
officers, directors, employees, agents or controlling persons within the
meaning of Section 20 of the Securities Exchange Act of 1934, as
amended, makes any express or implied representation or warranty as to
the accuracy or completeness of the Information, and you agree that no
such person will have any liability relating to the Information or for
any errors therein or omissions therefrom. You further agree that you
are not entitled to rely on the accuracy or completeness of the
Information and that you will be entitled to rely solely on such
representations and warranties as may be included in any definitive
agreement with respect to the Transaction, subject to such limitations
and restrictions as may be contained therein.
6. You are aware, and you will advise your Representatives who are informed
of the matters that are the subject of this letter agreement, of the
restrictions imposed by the United States securities laws on the
purchase or sale of securities by any person who has received material,
non-public information from the issuer or such securities and on the
communication of such information to any other person when it is
reasonably foreseeable that such other person is likely to purchase or
sell such securities in reliance upon such information.
7. You agree that, for a period of eighteen months from the date of this
letter agreement, neither you nor any of your affiliates will, without
the prior written consent of the Company or its Board of Directors: (i)
acquire, offer to acquire, or agree to acquire, directly or indirectly,
by purchase or otherwise, any voting securities or direct or
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indirect rights to acquire any voting securities of the Company or any
subsidiary thereof, or of any successor to or person in control of the
Company, or any assets of the Company or any subsidiary or division
thereof or of any such successor or controlling person; (ii) make, or in
any way participate in, directly or indirectly, any "solicitation" of
"proxies" (as such terms are used in the rules of the Securities
Exchange Commission) to vote, or seek to advise or influence any person
or entity with respect to the voting of, any voting securities of the
Company; (iii) make any public announcement with respect to, or submit a
proposal for, or offer of (with or without conditions) any extraordinary
transaction involving the Company or its securities or assets; (iv)
form, join or in any way participate in a "group" (as defined in Section
13 (d)(3) of the Securities Exchange Act of 1934, as amended) in
connection with any of the foregoing; or (v) unless the Board of
Directors of the Company approves a transaction which would result in a
change of control of the Company and require the approval of the
Company's common stockholders, request the Company or any of our
Representatives, directly or indirectly, to amend or waive any provision
of this paragraph. You will promptly advise the Company of any inquiry
or proposal made to you with respect to any of the foregoing.
8. You agree that, for a period of two years from the date of this letter
agreement, you or any of your authorized agents will not directly
solicit for employment any employee of the Company or any of its
subsidiaries with whom you have had contact or who became known to you
in connection with your consideration of the Transaction.
9. You agree that all (i) communications regarding the Transaction, (ii)
requests for additional information, facility tours or management
meetings, and (iii) discussions or questions regarding procedures with
respect to the Transaction, will be first submitted or directed to
Morgan Stanley and not to the Company. You acknowledge and agree that
(a) we and our Representatives are free to conduct the process leading
up to a possible Transaction as we and our Representatives, in our sole
discretion, determine (including, without limitation, by negotiating
with any prospective buyer and entering into a preliminary or definitive
agreement without prior notice to you or any other person), (b) we
reserve the right, in our sole discretion, to change the procedures
relating to our consideration of the Transaction at any time without
prior notice to you or any other person, to reject any and all proposals
made by you or any of your Representatives with regard to the
Transaction, and to terminate discussions and negotiations with you at
any time and for any reason, and
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(c) unless and until a written definitive agreement concerning the
Transaction has been executed, neither we nor any of our Representatives
will have any liability to you with respect to the Transaction, whether
by virtue of this letter agreement, any other written or oral expression
with respect to the Transaction or otherwise.
10. You acknowledge that remedies at law may be inadequate to protect us
against any actual or threatened breach of this letter agreement by you
or by your Representatives, and, without prejudice to any other rights
and remedies otherwise available to us, you agree to the granting of
injunctive relief in our favor without proof of actual damages. In the
event of litigation relating to this letter agreement, if a court of
competent jurisdiction determines in a final, nonappealable order that
this letter agreement has been breached by you or by your
Representatives, then you will reimburse the Company for its costs and
expenses (including, without limitation, legal fees and expenses)
incurred in connection with all such litigation.
11. You agree that no failure or delay by us in exercising any right, power
or privilege hereunder will operate as a waiver thereof, nor will any
single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any right, power or privilege
hereunder.
12. This letter agreement will be governed by and construed in accordance
with the laws of the State of Washington applicable to contracts between
residents of that State and executed in and to be performed in that
State.
13. This letter agreement contains the entire agreement between you and us
concerning the confidentiality of the Information, and no modifications
of this letter agreement or waiver of the terms and conditions hereof
will be binding upon you or us, unless approved in writing by each of
you and us.
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Please confirm your agreement with the foregoing by signing and returning to
the undersigned the duplicate copy of this letter enclosed herewith.
Very truly yours,
ELDEC CORPORATION
By:__________________
Name:________________
Title:_______________
Accepted and Agreed as of the date
first written above:
____________________________
CRANE CO.
/s/ R. S. Evans
By:_________________________
R. S. Evans
Name:_______________________
CEO
Title:______________________
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Dates Referenced Herein
| Referenced-On Page |
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| This ‘SC 14D1’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 2/17/94 | | | | | | | None on these Dates |
| | 12/17/93 | | 1 |
| List all Filings |
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