Amended Initial Tender Offer Statement

 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 10549

SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934

AMENDMENT NO.1

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 Palace
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)

Copy to:

Albert F. Lilley
Milbank, Tweed, Hadley & McCloy 1 Chase Manhattan Plaza New York, New York 10005 Telephone: (212) 530-5754

This Statement constitutes Amendment No. 1 to the Schedule 14D-1 filed with the Securities and Exchange Commission on February 17, 1994 (the "Schedule 14D-1") with respect to the Common Shares of ELDEC Corporation (the "Issuer").

This Statement is being filed by Crane Co. ("Crane") and Crane Acquisition Corp. (the "Purchaser"). Other than as set forth herein, there has been no material change in the information set forth in the Schedule 14D-1.

Item 4. Source and Amount of Funds or Other Consideration.

(a)-(b) Crane has established uncommitted, multi-purpose money market borrowing lines with each of eight banks, ranging in amount from $10 million to $50 million and aggregating $260 million. Borrowings can be made at any time or from time to time under each of these lines, up to the principal amount thereof, for general corporate purposes, including acquisitions. The precise terms of each borrowing, including interest rate and maturity are determined at the time of takedown. The interest rates are based upon a margin (agreed upon at the time of the borrowing) above or below a stated market index-offered rate available from the lending banks at the time of the takedown. Borrowings are made at durations over overnight and up to 180 days. Borrowings are unsecured. As of the close of business on March 4, 1994, $49.6 million principal amount of borrowings were outstanding under these lines, with a weighted average interest rate of 3.5%. The cost of future borrowings under these lines will depend on market conditions, the amount and maturity of the borrowing and credit considerations deemed relevant by the lending bank. It is anticipated that borrowings under these lines in connection with the Offer will be repaid from internally-generated funds, from further borrowings under these lines of credit, or from the proceeds of issuance of other debt securities which the Company may issue from time to time in the future. Decisions with respect to application of internally- generated funds, further borrowings under existing lines of credit and issuance of additional debt securities from time to time in the future will be based on a variety of factors, including interest rates and other economic conditions prevailing at the time.

(c) By letter dated March 11, 1994, the Secretary of the Securities and Exchange Commission, Crane and Purchaser requested that the names of the eight banks which make available the lines of credit not be made available to the public.

Item 10. Additional Information.

(b)-(c), (e) The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 was terminated effective March 9, 1994.

SIGNATURES

After due inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 11, 1994

CRANE ACQUISITION CORP. 


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

CRANE CO. 


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