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-4 — Exhibit (A)(4)
| EX-4 | 1st Page of 2 | 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.
February 17, 1994
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by Crane Acquisition Corp., a Washington corporation
(the "Purchaser") and a wholly owned subsidiary of Crane Co., a Delaware
corporation ("Crane"), to act as Information Agent in connection with the
Purchaser's offer to purchase for cash all the 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 to Purchase, dated February 17, 1994 (the
"Offer to Purchase"), and in the related Letter of Transmittal (which together
constitute the "Offer") enclosed herewith. 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.
Please furnish copies of the enclosed materials to those of your clients for
whose accounts you hold Shares registered in your name or in the name of your
nominee.
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.
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.
Enclosed herewith for your information and forwarding to your clients are
copies of the following documents:
1. The Offer to Purchase, dated February 17, 1994.
2. The blue Letter of Transmittal to tender Shares for your use and for the
information of your clients. Facsimile copies of the Letter of Transmittal may
be used to tender Shares.
3. The yellow Notice of Guaranteed Delivery for Shares to be used to accept
the Offer if Share Certificates are not immediately available or if such
certificates and all other required documents cannot be delivered to First
Interstate Bank (the "Depositary") by the Expiration Date or if the procedure
for book-entry transfer cannot be completed by the Expiration Date.
4. A letter to stockholders of the Company from the President of the
Company.
5. The Solicitation/Recommendation Statement on Schedule 14D-9 filed by the
Company and mailed to stockholders of the Company.
6. A white printed form of letter which may be sent to your clients for
whose accounts you hold Shares registered in your name or in the name of your
nominee, with space provided for obtaining such clients' instructions with
regard to the Offer.
7. Guidelines of the Internal Revenue Service for Certification of Taxpayer
Identification Number on Substitute Form W-9.
8. A return envelope addressed to First Interstate Bank, the Depositary.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON MARCH 17, 1994 UNLESS THE OFFER IS
EXTENDED.
In order to take advantage of the Offer, (i) a duly executed and properly
completed Letter of Transmittal and any required signature guarantees (or, in
the case of a book-entry transfer, an Agent's Message (as defined in the Offer
to Purchase)) or other required documents should be sent to the Depositary, and
(ii) either Share Certificates representing the tendered Shares should be
delivered to the Depositary, or such Shares should be tendered by book-entry
transfer into the Depositary's account maintained at one of the Book Entry
Transfer Facilities (as described in the Offer to Purchase), all in accordance
with the instructions set forth in the Letter of Transmittal and the Offer to
Purchase.
If holders of Shares wish to tender, but it is impracticable for them to
forward their Share Certificates or other required documents on or prior to the
Expiration Date or to comply with the book-entry transfer procedures on a timely
basis, a tender may be effected by following the guaranteed delivery procedures
specified in Section 3 of the Offer to Purchase.
The Purchaser will not pay any commissions or fees to any broker, dealer or
other person (other than the Depositary and the Information Agent, as described
in the Offer to Purchase) for soliciting tenders of Shares pursuant to the
Offer. The Purchaser will, however, upon request, reimburse you for customary
clerical and mailing expenses incurred by you in forwarding any of the enclosed
materials to your clients. The Purchaser will pay or cause to be paid any stock
transfer taxes payable on the transfer of Shares to it, except as otherwise
provided in Instruction 6 of the Letter of Transmittal.
Any inquiries you may have with respect to the Offer should be addressed to,
and additional copies of the enclosed material may be obtained from the
Information Agent, at its address and telephone number set forth on the back
cover of the Offer to Purchase.
Very truly yours,
Beacon Hill Partners, Inc.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF THE PURCHASER, CRANE, THE COMPANY, THE
DEPOSITARY OR THE INFORMATION AGENT, OR ANY AFFILIATE OF ANY OF THEM, OR
AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENT OR USE ANY DOCUMENT ON
BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED
DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.
Dates Referenced Herein
| Referenced-On Page |
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| This ‘SC 14D1’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 3/17/94 | | 1 | | 2 | | | None on these Dates |
| Filed on: | | 2/17/94 | | 1 | | 2 |
| List all Filings |
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