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-5 — Exhibit (A)(5)
| EX-5 | 1st Page of 3 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
ELDEC CORPORATION
AT
$13 NET PER SHARE
BY
CRANE ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
CRANE CO.
THE OFFER AND WITHDRAWAL RIGHTS
WILL EXPIRE AT 12:00 MIDNIGHT, NEW
YORK
CITY TIME, ON MARCH 17, 1994,
UNLESS THE OFFER IS EXTENDED.
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated February
17, 1994 (the "Offer to Purchase"), and the related Letter of Transmittal (which
together constitute the "Offer") relating to the offer by Crane Acquisition
Corp., a Washington corporation (the "Purchaser") and wholly-owned subsidiary of
Crane Co., a Delaware corporation ("Crane"), to purchase all outstanding shares
of Common Stock, par value $0.05 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, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer. Holders of Shares whose certificates for such
Shares (the "Share Certificates") are not immediately available or who cannot
deliver their Share Certificates, and all other required documents to the
Depositary (as defined below) prior to the Expiration Date (as defined in the
Offer to Purchase), or who cannot complete the procedures for book-entry
transfer on a timely basis, must tender their Shares according to the guaranteed
delivery procedures set forth in Section 3 of the Offer to Purchase.
We are the holder of record of Shares held by us for your account. A tender
of such Shares can be made only by us as the holder of record and pursuant to
your instructions. The Letter of Transmittal is furnished to you for your
information only and cannot be used by you to tender Shares held by us for your
account.
Accordingly, we request instructions as to whether you wish to have us
tender on your behalf any or all Shares held by us for your account pursuant to
the terms and conditions set forth in the Offer.
Please note the following:
1. The tender price is $13 per Share net to you in cash without interest
thereon, upon the terms and subject to the conditions set forth in the Offer.
2. The Offer is being made for all outstanding Shares.
3. The Offer is subject to certain terms and conditions contained in the
Offer to Purchase. See the Introduction and Sections 1, 14 and 15 of the Offer
to Purchase.
4. THE BOARD OF DIRECTORS OF ELDEC CORPORATION (THE "COMPANY") HAS
UNANIMOUSLY APPROVED THE OFFER AND THE MERGER REFERRED TO HEREIN, HAS DETERMINED
THAT THE OFFER AND THE MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE
STOCKHOLDERS OF THE COMPANY AND RECOMMENDS THAT SUCH STOCKHOLDERS ACCEPT THE
OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER.
5. Tendering stockholders will not be obligated to pay brokerage fees or
commissions or, except as otherwise provided in Instruction 6 of the Letter of
Transmittal, stock transfer taxes on the purchase of Shares by Purchaser
pursuant to the Offer.
6. The Offer and withdrawal rights will expire at 12:00 midnight, New York
City time, on Thursday, March 17, 1994, unless the Offer is extended.
7. Notwithstanding any other provision of the Offer, payment for Shares
accepted for payment pursuant to the Offer will in all cases be made only after
timely receipt by the Depositary of (a) certificates for such Shares and or
timely confirmation of the book-entry transfer of such Shares into the account
maintained by First Interstate Bank (the "Depositary") at The Depository Trust
Company, the Midwest Securities Trust Company or the Philadelphia Depository
Trust Company (collectively, the "Book-Entry Transfer Facilities"), pursuant to
the procedures set forth in Section 3 of the Offer to Purchase, (b) the Letter
of Transmittal (or a facsimile thereof), properly completed and duly executed,
with any required signature guarantees (or, in the case of a book-entry
transfer, an Agent's Message (as defined in the Offer to Purchase)), and (c) any
other documents required by the Letter of Transmittal. Accordingly, payment may
not be made to all tendering stockholders at the same time depending upon when
certificates for or confirmations of book-entry transfer of such Shares into the
Depositary's account at a Book-Entry Transfer Facility are actually received by
the Depositary.
If you wish to have us tender any or all of the Shares held by us for your
account, please so instruct us by completing, executing, detaching and returning
to us the instruction form set forth on the next page of this letter. If you
authorize the tender of your Shares, all such Shares will be tendered unless
otherwise specified on the next page of this letter. An envelope to return your
instructions to us is enclosed. Your instructions should be forwarded to us in
ample time to permit us to submit a tender on your behalf prior to the
expiration of the Offer.
2
INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE
FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK
OF
ELDEC CORPORATION
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase dated February 17, 1994 and the related Letter of Transmittal in
connection with the Offer by Crane Acquisition Corp., a Washington corporation
(the "Purchaser") and a wholly-owned subsidiary of Crane Co., a Delaware
corporation, to purchase all outstanding shares of Common Stock, par value $0.05
per share (the "Shares"), of ELDEC Corporation, a Washington corporation.
This will instruct you to tender to the Purchaser the number of Shares
indicated below (or if no number is indicated below, all Shares) which are held
by you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer.
Number of Shares to Be
Tendered Shares
Date:
SIGN HERE
Signature(s)
(Print Name(s))
(Print Address(s))
(Area Code and
Telephone Number(s))
(Taxpayer Identification or
Social Security Number(s))
3
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘SC 14D1’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 3/17/94 | | 1 | | 2 | | | None on these Dates |
| Filed on: | | 2/17/94 | | 1 | | 3 |
| List all Filings |
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