-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LcSP1ZLposOjVgEhBAjlZNdRewZBovqXNfjIEkooAjn7hooRYMQ4APchsNYsdMgp ZPkepkmvLiRSCM1Gfk38SA== 0000891020-96-001100.txt : 19960918 0000891020-96-001100.hdr.sgml : 19960918 ACCESSION NUMBER: 0000891020-96-001100 CONFORMED SUBMISSION TYPE: 10-12G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960917 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADVANCED DIGITAL INFORMATION CORP CENTRAL INDEX KEY: 0000770403 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 911618616 STATE OF INCORPORATION: WA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 10-12G/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-21103 FILM NUMBER: 96630994 BUSINESS ADDRESS: STREET 1: 1201 WILLOWS ROAD STREET 2: P O BOX 97057 CITY: REDMOND STATE: WA ZIP: 98073-9757 BUSINESS PHONE: 2068818004 MAIL ADDRESS: STREET 1: 10201 WILLOWS ROAD STREET 2: P O BOX 97057 CITY: REDMOND STATE: WA ZIP: 98073-9757 10-12G/A 1 POST-EFFECTIVE AMEND. NO. 1 TO FORM 10 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 10/A (POST-EFFECTIVE AMENDMENT NO. 1) GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------ ADVANCED DIGITAL INFORMATION CORPORATION (Exact name of registrant as specified in its charter) WASHINGTON 91-1618616 (State or other jurisdiction (I.R.S. employer identification number) of incorporation or organization) 10201 WILLOWS ROAD REDMOND, WASHINGTON 98052 (Address of principal (Zip code) executive offices)
(206) 881-8004 (Registrant's telephone number, including area code) Securities to be registered pursuant to Section 12(b) of the Act: NONE Securities to be registered pursuant to Section 12(g) of the Act: COMMON STOCK, NO PAR VALUE PREFERRED STOCK PURCHASE RIGHTS - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 ADVANCED DIGITAL INFORMATION CORPORATION
ITEM ITEM NO. CAPTION - ----------- ----------- Item 15(b) Exhibits EXHIBIT NO. DESCRIPTION ----------- --------- 2.1 Form of Separation Agreement between ADIC and Interpoint Corporation** 3.1 Restated Articles of Incorporation of ADIC** 3.2 Restated Bylaws of ADIC** 4.1 Form of Common Stock Certificate** 4.2 Rights Agreement, dated as of August 12, 1996, between ADIC and ChaseMellon Shareholder Services, L.L.C., as Rights Agent** 4.3 Certificate of Designation of Rights and Preferences of Series A Participating Cumulative Preferred Stock, incorporated by reference to Exhibit A to Exhibit 4.2** 4.4 Form of Right Certificate, incorporated by reference to Exhibit B to Exhibit 4.2** 8.1 Form of Opinion of Perkins Coie 10.1 Lease Agreement between K-M Properties and Advanced Digital Information Corporation, dated as of May 11, 1995 (incorporated by reference to Exhibit 10.3 of the Interpoint Corporation Annual Report on Form 10-K for the fiscal year ended October 31, 1995)** 10.2 Form of Tax Allocation Agreement between ADIC and Interpoint Corporation** 10.3 ADIC 1996 Stock Option Plan** 10.4 ADIC 1996 Transition Plan** 11.1 Pro Forma Net Income Per Share** 21.1 Subsidiaries of the Registrant** 27.1 Financial Data Schedule**
----------------------------- ** previously filed R-2 3 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Post-Effective Amendment No. 1 to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. ADVANCED DIGITAL INFORMATION CORPORATION By: /s/ PETER H. VAN OPPEN ------------------------------------ Peter H. Van Oppen Chairman, President and Chief Executive Officer Redmond, Washington September 13, 1996 R-3 4 INDEX TO EXHIBITS
EXHIBIT SEQUENTIALLY NUMBER DESCRIPTION NUMBERED PAGE - ------ ----------------------------------------------------------------------- ------------- 2.1 Form of Separation Agreement between ADIC and Interpoint Corporation**.......................................................... 3.1 Restated Articles of Incorporation of ADIC**........................... 3.2 Restated Bylaws of ADIC**.............................................. 4.1 Form of Common Stock Certificate**..................................... 4.2 Rights Agreement, dated as of August 12, 1996, between ADIC and ChaseMellon Shareholder Services, L.L.C., as Rights Agent**............ 4.3 Certificate of Designation of Rights and Preferences of Series A Participating Cumulative Preferred Stock, incorporated by reference to Exhibit A to Exhibit 4.2**............................................. 4.4 Form of Right Certificate, incorporated by reference to Exhibit B to Exhibit 4.2**.......................................................... 8.1 Form of Opinion of Perkins Coie........................................ 10.1 Lease Agreement between K-M Properties and Advanced Digital Information Corporation, dated as of May 11, 1995 (incorporated by reference to Exhibit 10.3 of the Interpoint Corporation Annual Report on Form 10-K for the fiscal year ended October 31, 1995)**.......................... 10.2 Form of Tax Allocation Agreement between ADIC and Interpoint Corporation**.......................................................... 10.3 ADIC 1996 Stock Option Plan**.......................................... 10.4 ADIC 1996 Transition Plan**............................................ 11.1 Pro Forma Net Income Per Share**....................................... 21.1 Subsidiaries of the Registrant**....................................... 27.1 Financial Data Schedule**..............................................
- --------------- ** previously filed EX-8.1 2 FORM OF OPINION OF PERKINS COIE 1 EXHIBIT 8.1 [FORM OF PERKINS COIE TAX OPINION] _____________, 1996 Interpoint Corporation 10301 Willows Road P.O. Box 97005 Redmond, WA 98073-9705 RE: SPINOFF OF ADIC AND MERGER OF INTERPOINT WITH CRANE CO. Ladies and Gentlemen: You have asked us, as counsel to Interpoint Corporation ("Interpoint"), to render this opinion regarding the material U.S. income tax consequences of the distribution by Interpoint of all of the stock of Advanced Digital Information Corporation ("ADIC") to the Interpoint shareholders (the "Spinoff") and the subsequent merger of Crane Acquisition Corp. ("Acquisition Corp.") into Interpoint in exchange for voting common stock of Crane pursuant to that certain Agreement and Plan of Merger, dated as of July 1, 1996 (the "Merger Agreement"). Capitalized terms not otherwise defined herein shall have the same meanings given to them in the Merger Agreement or if not defined therein as described in the Registration Statement on Form S-4 of Crane (Registration No. 333-_____) (the "Registration Statement") filed with respect to the Merger and the Proxy Statement/Prospectus contained therein (the "Proxy/Prospectus") or in the Registration Statement on Form 10 filed by ADIC with the Securities and Exchange Commission in connection with the Spinoff (the "Information Statement"). This opinion letter is rendered pursuant to Section 7.03(d) of the Merger Agreement. In connection with our opinion, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of the Agreement, the Proxy/Prospectus, the Information Statement, the tax opinion of Price Waterhouse dated October 29, 1993 and reaffirmed by letter dated February 11, 1994 regarding the ADIC Merger (as defined below) (the "Price Waterhouse Opinion"), and such other documents as we have deemed necessary or appropriate as a basis for the conclusions set forth below. We have relied, as to matters of fact, solely upon those 2 Interpoint Corporation __________, 1996 Page 2 statements and representations by Interpoint, on its own behalf and on behalf of ADIC, contained in that certain Interpoint Corporation Certificate dated the date hereof and attached hereto as Exhibit A, upon statements and representations by Crane, on its own behalf and on behalf of Acquisition Corp., contained in that certain Crane Certificate dated the date hereof and attached hereto as Exhibit B, and upon statements and representations by certain significant shareholders of Interpoint attached hereto as Exhibit C (the "Tax Certificates"), and upon the assumptions contained herein. Without the Tax Certificates, we would not render this opinion. In rendering our opinion, we have considered the applicable provisions of the Internal Revenue Code of 1986, as amended to the date hereof (the "Code"), Treasury Regulations promulgated thereunder and the pertinent judicial authorities and interpretative rulings of the Internal Revenue Service (the "IRS"). In rendering the opinion set forth below, we have assumed that (1) the representations contained in the Tax Certificates are true as of the date hereof and as of the Effective Time of the Merger, (2) the Merger and the Spinoff will be consummated in accordance with the Merger Agreement and the Spinoff Agreements, (3) ADIC was acquired by Interpoint pursuant to that Agreement and Plan of Merger dated as of October 29, 1993, between ADIC, Interpoint, and IP Merger Corporation in a transaction constituting a reorganization within the meaning of Section 368(a) of the Code and with respect to which no gain or loss was recognized for federal income tax purposes by ADIC, Interpoint or the then shareholders of ADIC as set forth in the Price Waterhouse Opinion, (4) each of the parties to the Merger Agreement will adhere to their representations, warranties, and covenants contained in the Merger Agreement, including, but not limited to, the agreement by Crane contained in Section 6.15 (b) of the Merger Agreement not to liquidate or merge Interpoint into Crane or any of the Crane Subsidiaries at any time within one year after the Effective Time and the agreement by Crane contained in Section 6.06 of the Merger Agreement not to pay, guaranty, or contribute any funds used to pay Interpoint dissenting shareholders or optionholders, the Merger qualifies as a merger under the Washington Business Corporation Act and other applicable laws, and (5) all signatures and all documents we examined are genuine, all documents submitted to us as originals are authentic, and all documents submitted to us as certified or photostatic copies are in conformity to the original documents. 3 Interpoint Corporation __________, 1996 Page 3 Based on the facts and assumptions set forth above and upon our examination of the Merger Agreement, the Proxy/Prospectus, the Information Statement, the Price Waterhouse Opinion, and the relevant legal authorities, it is our opinion that: 1. The Spinoff will qualify as a tax-free distribution under Section 355 of the Code. 2. The Merger will qualify as a reorganization under Section 368(a) of the Code. 3. The sections of the Proxy/Prospectus entitled "Summary--Additional Considerations--Certain Federal Income Tax Consequences" and "Certain Federal Income Tax Consequences" and the sections of the Information Statement entitled "Risk Factors--Pending Tax Legislation," "The Merger and the Distribution--Certain Federal Income Tax Consequences," and "Certain Federal Income Tax Consequences" accurately reflect our opinion as to the matters discussed therein. Our opinion is limited to the specific matters described in paragraphs 1, 2, and 3 above. We give no opinion with respect to other tax matters, whether federal, state or local, that may relate to the Merger or the Spinoff. Although we believe that the opinion covers the material federal income tax consequences of the Merger, it may not address issues that are material to an individual shareholder based on his or her particular tax situation. No ruling will be requested from the IRS regarding the Spinoff or the Merger. Our opinion is not binding on the IRS and does not constitute a guaranty that the IRS will not challenge the tax treatment of the Merger or the Spinoff. We caution that our opinion is based on the federal income tax laws as they exist on the date hereof. It is possible that subsequent changes in the tax law could be enacted and applied retroactively to the Merger or Spinoff and that such changes could result in a materially different result than the result described in the opinions above. In particular, the Clinton administration has proposed, as Section 9522 of a draft bill referred to as the Revenue Reconciliation Act of 1996, to tax transactions such as the Spinoff if the shareholders of the distributing corporation in the Spinoff do not retain for two year period following the Spinoff a 50% or greater interest in the distributing corporation and any successor thereto. As proposed, the draft bill would be effective for distributions occurring after March 19, 1996. If that proposed 4 Interpoint Corporation __________, 1996 Page 4 legislation were enacted by Congress and signed by the President, the Spinoff would not qualify for tax-free treatment as described above. This opinion is furnished to you solely in connection with the Merger and the Spinoff and is intended for your use and the use of your shareholders and may not be provided to or relied upon by others without our expressed written consent. Very truly yours, Perkins Coie 5 Exhibit A INTERPOINT CORPORATION CERTIFICATE INTERPOINT CORPORATION ("Interpoint"), a Washington corporation, submits this certificate (this "Certificate") to be relied upon by Perkins Coie and Milbank, Tweed, Hadley & McCloy in delivering their respective opinions regarding the tax consequences of the proposed distribution by Interpoint to its shareholders of the shares of stock of Advanced Digital Information Corporation ("ADIC"), a Washington corporation (the "Spinoff"), pursuant to a Separation Agreement between Interpoint and ADIC, dated as of September __, 1996 (the "Separation Agreement"), and the subsequent merger (the "Merger") of Crane Acquisition Corp., a Washington corporation that is wholly owned by Crane ("Acquisition Corp."), into Interpoint pursuant to an Agreement and Plan of Merger by and among Crane Co., a Delaware corporation and the sole shareholder of Acquisition Corp. ("Crane"), Acquisition Corp. and Interpoint dated as of July 1, 1996 (the "Merger Agreement"). For purposes of this Certificate, the "Microelectronics Business" means that business, carried on by Interpoint and described in the Proxy Statement/Prospectus contained in the Registration Statement on Form S-4 filed by Interpoint with the Securities and Exchange Commission in connection with the Merger (the "Proxy") and in the Information Statement on Form 10 filed by Interpoint with the Securities and Exchange Commission in connection with the Spinoff (the "Information Statement"), of the design, manufacture and sale of microelectronics products, including proprietary, high-performance power converters and custom hybrid microcircuits and the "Data Storage Business" means that business, carried on by ADIC and described in the Proxy and the Information Statement, of the design, sale and manufacture of specialized, automated high-performance data storage systems. Capitalized terms not otherwise defined here have the meaning stated in the Agreement or, if not defined there, in the Proxy or the Information Statement. Interpoint certifies that the facts and assumptions relating to the Spinoff and the Merger, insofar as they relate to Interpoint and ADIC, that are described in the opinion letter from Perkins Coie to Interpoint dated the date hereof (a copy of which you acknowledge has been provided to you), and the following statements, are true, correct and complete in all material respects as of the date of this letter: 1. Other than the Voting Agreement, there are no existing, planned or intended agreements, such as a voting trust, affecting the rights of any shareholders owning directly, or as a result of the agreement, controlling, 5 percent or more of any class of stock directly, or as a result of an agreement, 5 percent or more of any Interpoint or ADIC stock. 2. Interpoint owns all of the total combined voting power of ADIC and all of the total number of shares of all other ADIC stock classes immediately prior to the distribution. -1- 6 3. The sole consideration being distributed by Interpoint in the Spinoff is the ADIC Common Stock. 4. ADIC has no planned or intended stock issuances, redemptions, or dispositions of shares of its stock. 5. On February 21, 1994, Interpoint acquired 100% of all the outstanding ADIC shares in a merger effected pursuant to an Agreement and Plan of Merger, dated as of October 29, 1993, between ADIC, Interpoint and IP Merger Corporation, a Washington corporation (the "ADIC Merger"). Interpoint has continuously held all the outstanding ADIC shares since that time. In connection with the ADIC Merger, Interpoint received the opinion of Price Waterhouse dated October 29, 1993 and reaffirmed by letter dated February 11, 1994, that the ADIC Merger was a reorganization described in Section 368(a) of the Code and that no gain or loss was recognized by the former shareholders of ADIC or by Interpoint, ADIC or IP Merger Corporation in connection with the ADIC Merger. Nothing has occurred since the ADIC Merger that would be inconsistent with treatment of the ADIC Merger as a reorganization within the meaning of Section 368(a) of the Code in which no gain or loss was recognized. The Internal Revenue Service has not taken a position inconsistent with that treatment. 6. Interpoint will retain no stock, securities or options or other rights to acquire shares of ADIC after the Spinoff. 7. No intercorporate debt will exist between Interpoint and ADIC at the time of, or subsequent to, the Spinoff except as may arise after the Spinoff under the Tax Allocation Agreement dated as of ___________, 1996 between Crane and ADIC or the Separation Agreement dated as of ___________, 1996 between ADIC and Interpoint. 8. No securities of Interpoint or ADIC are being exchanged in connection with the Spinoff. No security holder will receive consideration in the Spinoff. 9. No part of the consideration to be distributed by Interpoint will be received by a shareholder as a creditor, employee, or in any capacity other than that of a shareholder of the corporation. 10. No shareholder or creditor of Interpoint will transfer property in the Spinoff. 11. Substantial managerial and operational activities have been directly carried on by the Microelectronics Business during each of the past five years. 12. The Microelectronics Business has not employed fewer than 50 full-time employees during any of the past five years. 13. The Microelectronics Business has been continuously conducted by Interpoint for the previous five years. -2- 7 14. Substantial managerial and operational activities have been directly carried on by the Data Storage Business during each of the past five years. 15. The Data Storage Business has not employed fewer than 50 full-time employees during any of the past five years. 16. The Data Storage Business has been continuously conducted as an active business by ADIC for the previous five years and was not acquired by ADIC in a taxable transaction during the 5-year period ending on the date of the Spinoff. 17. The Microelectronics Business has been continously conducted as an active business by Interpoint and was not acquired by Interpoint in a taxable transaction during the 5-year period ending on the date of the Spinoff. 18. No person will own a 50 percent or greater interest in Interpoint immediately following the Spinoff and prior to the Merger. 19. Following the Spinoff, Interpoint and ADIC will each continue the active conduct of its business, independently and with its separate employees. 20. Interpoint and ADIC will not share the services of any employee following the Spinoff. 21. There are no planned or intended substantial reductions in business activity for either the Microelectronics or the Data Storage Business. 22. The distribution of the ADIC stock is motivated in substantial part by the following corporate business purpose: to tailor Interpoint's assets to facilitate the acquisition of Interpoint and its business by Crane. 23. Crane would not agree to the Merger unless the Spinoff occurs because Crane is not willing to acquire ADIC. 24. Crane is not related to Interpoint or ADIC and no shareholder owns 5% or more of both Crane and either Interpoint or ADIC. 25. To the best knowledge of Interpoint, there is no plan or intention by any Interpoint shareholder to sell, exchange, transfer by gift or otherwise dispose of any stock of either Interpoint (other than in the Merger) or ADIC following the Spinoff. 26. There is no plan or intention by either Interpoint or ADIC, directly or through any subsidiary corporation, to purchase any of its outstanding stock after the Spinoff, other than stock purchases where: (i) there is a sufficient business reason for the stock purchase; (ii) the stock to be purchased is widely held; (iii) the stock purchases are made in the open -3- 8 market; and (iv) there is no plan or intention that the aggregate amount of stock purchases will equal or exceed 20 percent of the outstanding stock of either Interpoint or ADIC. 27. There is no plan or intention to liquidate either Interpoint or ADIC, to merge either corporation with any other corporation (other than with Crane in the Merger), or to sell or otherwise dispose of the assets of either corporation after the Spinoff, except in the ordinary course of business. 28. ADIC assumed no liabilities of Interpoint in connection with the transfer of assets from Interpoint to ADIC and none of the transferred assets were subject to any liabilities. 29. The contributions to the capital of ADIC to be made by Interpoint pursuant to the terms of the Separation Agreement will be the result of sound business practice and will not be in excess of the reasonably foreseeable working capital needs of ADIC after the Spinoff. 30. The cancellation of ADIC intercompany indebtedness by Interpoint, if any, occurring pursuant to the terms of the Separation Agreement will be the result of sound business practice. 31. Immediately after the Spinoff, the working capital of each of Interpoint and ADIC will be consistent with the needs and the sound business practice of each company. 32. Neither Interpoint nor ADIC has accumulated its receivables or made extraordinary payments of its payables in anticipation of the Spinoff. 33. Immediately before the Spinoff, items of income, gain, loss, deduction, and credit will be taken into account as required by the applicable intercompany transaction provisions of the Treasury Regulations. 34. Interpoint does not have a consolidated tax return "excess loss account" in the ADIC shares. 35. Payments made in connection with all continuing transactions, if any, between Interpoint and ADIC, will be for fair market value based on terms and conditions arrived at by parties bargaining at arm's length. 36. Any consideration received by Interpoint from ADIC as part of the Spinoff (including distributions by ADIC and cancellation of Interpoint indebtedness to ADIC) will be the result of sound business practice. -4- 9 37. The factual statements of or relating to Interpoint or ADIC contained in the Proxy and the Information Statement are accurate. 38. The fair market value of Crane common stock received by each Interpoint shareholder will be approximately equal to the fair market value of the Interpoint common stock surrendered in the exchange. 39. There is no plan or intention by any Interpoint common shareholder who owns five percent or more of Interpoint common stock, and to the best of the knowledge of the Interpoint management, there is no plan or intention on the part of the remaining Interpoint common shareholders to sell, exchange, or otherwise dispose of a number of shares of Crane stock received in the Merger that would reduce the Interpoint shareholders' ownership of Crane to a number of shares having a value, as of the date of the Merger, of less than 50 percent of the value of all of the formerly outstanding Interpoint common stock as of the same date. For purposes of this representation, shares of Interpoint common stock surrendered by dissenters or exchanged for cash in lieu of fractional shares of Crane stock will be treated as outstanding Interpoint common stock on the Merger date. Shares of Interpoint common stock and shares of Crane common stock held by Interpoint shareholders and otherwise sold, redeemed or disposed of prior or subsequent to the transaction will be considered as having been disposed of in making this representation. 40. Interpoint has no plan or intention to issue additional shares of its stock that would result in Crane owning less than 80 percent of the total combined voting power of all classes entitled to vote and 80 percent of the total number of shares of each other Interpoint stock class. 41. No intercorporate indebtedness exists between Crane and Interpoint or between Acquisition Corp. and Interpoint that was issued, acquired, or will be settled at a discount. 42. Crane, Interpoint and the Interpoint shareholders will pay their respective expenses, if any, incurred in connection with the Merger. 43. The sole consideration Crane will provide to Interpoint shareholders in exchange for the surrender of Interpoint Common Stock in the Merger will be Crane voting common stock (other than cash payments made in lieu of fractional shares). For purposes of this representation, Interpoint stock or options to acquire Interpoint stock redeemed for cash or other property furnished by Crane will be considered as acquired by Crane. Further, there is no plan or intention on the part of Interpoint, or, to the best of the knowledge of Interpoint, on the part of Crane for Crane to pay, guaranty or secure the Segregated Account indebtedness. No liabilities of Interpoint or the Interpoint shareholders will be assumed by Crane, nor will any of the Interpoint stock be subject to any liabilities. 44. At the time of the Merger, Interpoint will not have outstanding warrants, options, convertible securities, or any other type of right pursuant to which any person could -5- 10 acquire stock of Interpoint that, if exercised or converted, would affect Crane's acquisition or retention of at least 80 percent of the total combined voting power of all classes entitled to vote and at least 80 percent of the total number of shares of each other class of Interpoint stock. 45. Following the Merger, Interpoint will continue its historic business and use a significant portion of its historic business assets. 46. Neither Interpoint nor ADIC is a regulated investment company, real estate investment trust, or a corporation fifty percent or more of the value of whose total assets are stock and securities, and eighty percent or more of the value of whose total assets are assets held for investment. In making the percentage determinations under the preceding sentence, stock and securities in any subsidiary corporation are disregarded and the parent corporation is deemed to own its ratable share of the subsidiary's assets, and a corporation is considered a subsidiary if the parent owns fifty percent or more of the combined voting power of all classes of stock entitled to vote or fifty percent or more of the total value of shares of all classes of stock outstanding. 47. Interpoint will pay its dissenting shareholders the value of their stock out of its own funds and it will pay its option holders the value of their extinguished options out of its own funds. No funds will be supplied for either of these purposes, directly or indirectly, by Crane, nor will Crane directly or indirectly reimburse Interpoint for any payments it makes to dissenters or optionholders. 48. On the date of the Merger, the fair market value of the assets of Interpoint will exceed the sum of its liabilities, plus the amount of liabilities, if any, to which its assets are subject. 49. Interpoint is not under the jurisdiction of a court in a case under Title 11 of the United States Code or a receivership, foreclosure, or similar proceeding of a federal or state court. 50. The payment of cash in lieu of fractional shares of Crane is solely for the purpose of avoiding the expense and inconvenience to Crane of issuing fractional shares and does not represent separately bargained-for consideration. The total cash consideration that will be paid in the Merger to the Interpoint shareholders instead of issuing fractional shares of Crane stock will not exceed one percent of the total consideration that will be issued in the transaction to the Interpoint shareholders. 51. None of the compensation to be received by any Interpoint shareholder-employee will be separate consideration for, or allocable to, any of the shareholder-employee's shares of Interpoint stock; none of the shares of Crane stock received by any Interpoint shareholder-employee will be separate consideration for, or allocable to, any employment agreement; and the compensation paid to any shareholder-employee will be for services -6- 11 actually rendered and will be commensurate with amounts paid to third parties bargaining at arm's-length for similar services. 52. The Merger is being undertaken for the following business purposes: It is expected that Crane's ownership of the two microelectronic corporations, Interpoint and its existing subsidiary, ELDEC, will result in decreased development, production and sales costs, thereby creating the opportunity for more competitive pricing and greater profits. Crane expects to consolidate certain corporate and administrative functions common to both Interpoint and ELDEC, thereby reducing duplicative positions, reducing other nonlabor corporate and administrative expenses, and limiting or avoiding duplicative expenditures for administrative and customer service programs and information systems. [Space intentionally left blank] -7- 12 IN WITNESS WHEREOF, Interpoint has caused this Certificate to be duly executed this ______ day of _________, 1996. INTERPOINT CORPORATION By -------------------------------- Name -------------------------------- Title -8- 13 Exhibit B CRANE CO. CERTIFICATE CRANE CO. ("Crane"), a Delaware corporation, submits this certificate (this "Certificate") to be relied upon by Perkins Coie and Milbank, Tweed, Hadley & McCloy in delivering their respective opinions regarding the tax consequences of the proposed distribution by Interpoint Corporation, Inc. ("Interpoint") to its shareholders of the shares of stock of Advanced Digital Information Corporation ("ADIC"), a Washington corporation (the "Spinoff"), pursuant to a Separation Agreement between Interpoint and ADIC, dated as of September , 1996 (the "Separation Agreement"), and the subsequent merger (the "Merger") of Crane Acquisition Corp., a Washington corporation that is wholly owned by Crane ("Acquisition Corp.") into Interpoint pursuant to an Agreement and Plan of Merger by and among Crane ("Crane"), Acquisition Corp. and Interpoint dated as of July 1, 1996 (the "Merger Agreement"). Capitalized terms not otherwise defined here have the meaning stated in the Agreement or, if not defined there, in the Proxy Statement/Prospectus contained in the Registration Statement on Form S-4 filed by Interpoint with the Securities and Exchange Commission in connection with the Merger (the "Proxy"). Crane certifies on its own behalf and on behalf of Acquisition Corp. that the facts and assumptions relating to the Spinoff and the Merger, insofar as they relate to Crane and Acquisition Corp., that are described in the opinion letters from Perkins Coie and Milbank, Tweed, Hadley & McCloy to Interpoint and Crane, respectively, dated the date hereof (a copy of which you acknowledge has been provided to you), and the following statements, are true, correct, and complete in all material respects as of the date of this letter: 1. The Merger would not be undertaken unless Interpoint distributed the stock of ADIC pursuant to the Spinoff because Crane is not willing to acquire ADIC. 2. Crane has no plan or intention to acquire ADIC stock or securities. 3. Crane does not own any stock of Interpoint or ADIC and no shareholder owns 5% or more of both Crane and either Interpoint or ADIC. 4. The factual statements of or relating to Crane contained in the Proxy and in the Information Statement on Form 10 filed by Interpoint with the Securities and Exchange Commission in connection with the Spinoff are accurate. 5. The fair market value of Crane common stock and other consideration received by each Interpoint shareholder will be approximately equal to the fair market value of the Interpoint common stock surrendered in the Merger. -1- 14 6. Crane has no plan or intention to cause Interpoint to issue additional shares of its stock that would result in Crane owning less than 80 percent of the total combined voting power of all classes entitled to vote and 80 percent of the total number of shares of each other class of Interpoint stock. 7. Crane has no plan or intention to reacquire any of its stock issued in the Merger, although Crane may from time to time, consistent with prior practices, purchase some of its stock from sellers in New York Stock Exchange transactions or from employees to facilitate employee benefit plan transactions (e.g. in connection with stock option exercises or withholding on the vesting of restricted stock). 8. Crane, Interpoint and the Interpoint shareholders will pay their respective expenses, if any, incurred in connection with the Merger. 9. The sole consideration Crane will provide to Interpoint shareholders in exchange for the surrender of Interpoint Common Stock in the Merger will be Crane voting common stock. For these purposes, Interpoint stock redeemed for cash or other property provided by Crane will be considered furnished by Crane. No liabilities of Interpoint or the Interpoint shareholders will be assumed by Crane. The payment of cash in lieu of Crane fractional shares is solely for the purpose of avoiding the expense and inconvenience to Crane of issuing fractional shares and does not represent separately bargained-for consideration. The total cash consideration that will be paid in the Merger to the Interpoint shareholders instead of issuing Crane fractional shares will not exceed one percent of the value of the total consideration that will be issued in the transaction to the Interpoint shareholders. 10. Crane does not own, directly or indirectly, nor has it owned, directly or indirectly, during the past five years, any shares of Interpoint stock. 11. No intercorporate indebtedness exists between Crane and Interpoint or between Acquisition Corp. and Interpoint that was issued, acquired, or will be settled at a discount. 12. Following the Merger, Crane will cause Interpoint to continue its historic business and continue to use a significant portion of its historic business assets. 13. Neither Crane nor Acquisition Corp. is a regulated investment company, real estate investment trust, or a corporation fifty percent or more of the value of whose total assets are stock and securities, and eighty percent or more of the value of whose total assets are assets held for investment. In making the percentage determinations under the preceding sentence, stock and securities of any subsidiary corporation are disregarded and the parent corporation is deemed to own its ratable share of the subsidiary's assets, and a corporation is considered a subsidiary if the parent owns fifty percent or more of the combined voting -2- 15 power of all classes of stock entitled to vote or fifty percent or more of the total value of shares of all classes of stock outstanding. 14. Crane will supply no funds to Interpoint, directly or indirectly, to enable Interpoint to pay its dissenting shareholders the value of their stock or to pay its option holders the value of their extinguished options. Crane will not directly or indirectly reimburse Interpoint for any of these payments. Crane will not pay, guarantee or secure the Segregated Account indebtedness. 15. None of the compensation to be received by any Interpoint shareholder-employee from Crane will be separate consideration for, or allocable to, any of their shares of Interpoint stock; none of the shares of Crane stock received by any Interpoint shareholder-employee will be separate consideration for, or allocable to, any employment agreement; and the compensation paid to any shareholder-employee will be for services actually rendered and commensurate with amounts paid to third parties bargaining at arm's-length for similar services. 16. Prior to the Merger, Crane will own all the outstanding Acquisition Corp. stock. 17. Acquisition Corp. will have no liabilities. Acquisition Corp. will not transfer to Interpoint any assets subject to liabilities, in the Merger. 18. The Merger is being undertaken for the following business purposes, among others: It is expected that Crane's ownership of the two microelectronic corporations, Interpoint and its existing subsidiary, ELDEC, will result in decreased aggregate research and development, production and sales costs, thereby creating the opportunity for more competitive pricing and greater profits. Crane expects to consolidate certain corporate and administrative functions common to both Interpoint and ELDEC, thereby reducing duplicative positions, reducing other nonlabor corporate and administrative expenses, and limiting or avoiding duplicative expenditures for administrative and customer service programs and information systems. 19. Crane has no plan or intention to liquidate Interpoint, to merge Interpoint into another corporation, and, in no event, to cause or permit Interpoint to be merged into Crane or a Crane subsidiary within one year of the effective date of the Merger; to cause Interpoint to sell or otherwise dispose of any of its assets, except for dispositions made in the ordinary course of business; or to sell or otherwise dispose of any of the Interpoint shares acquired in the transaction, except possibly for transfers of stock to corporations controlled by Crane. 20. The factual statements of or about Crane contained in the Proxy are accurate. Crane will comply with all terms of the Merger Agreement, including its representations, warranties, and covenants contained therein. -3- 16 [SPACE INTENTIONALLY LEFT BLANK] -4- 17 IN WITNESS WHEREOF, Crane has caused this Certificate to be duly executed this ______ day of _________, 1996. CRANE CO. By______________________________________ Name ________________________________________ Title -5- 18 Exhibit C Interpoint Shareholder's Tax Certificate September __, 1996 TO: Five Percent Shareholders of Interpoint RE: The proposed distribution by Interpoint Corporation, Inc. ("Interpoint"), a Washington corporation, to its stockholders of the shares of stock of Advanced Digital Information Corporation ("ADIC"), a Washington corporation (the "Spinoff"), pursuant to that Separation Agreement by and between Interpoint and ADIC, dated as of August __, 1996, and the subsequent merger (the "Merger") of Crane Acquisition Corp., a Washington corporation ("Merger Sub") into Interpoint pursuant to that Agreement and Plan of Merger by and among Crane Co., a Delaware corporation and the sole shareholder of Merger Sub ("Crane"), Merger Sub and Interpoint dated as of July 1, 1996 (the "Merger Agreement"). Dear Shareholder: As respective counsel to Interpoint & Crane in the Merger, Perkins Coie and Milbank, Tweed, Hadley & McCloy have each been requested to provide a tax opinion concerning the proposed Spinoff and the Merger. As part of the basis for these opinions, Perkins Coie and Milbank, Tweed, Hadley & McCloy are each asking for representations from certain significant shareholders of Interpoint that they have no present intent to sell any ADIC shares received in the Spinoff or any Crane shares received in the Merger. The representations will not preclude a shareholder from deciding after the Merger to sell his or her ADIC or Crane shares. Your representation will be effective by signing and dating the attached representation, and returning this letter in the self-addressed, stamped envelope. We and Milbank, Tweed, Hadley & McCloy will rely on your representations in rendering our respective tax opinions. We would appreciate receiving your representation as soon as possible and in any event no later than the day before the scheduled closing of the Merger. If you have any questions, please call Mr. Peter van Oppen, Chairman and Chief Executive Officer of Interpoint at 206-882-3100. Very truly yours, Perkins Coie 19 Exhibit C INTERPOINT SHAREHOLDER'S TAX CERTIFICATE REPRESENTATION: The undersigned represents that as of the date below and continuing through the Effective Time of the Merger, the undersigned has no present plan or intention to sell, exchange or otherwise dispose of any of the shares of common stock of ADIC to be received in the Spinoff or any of the shares of common stock of Crane to be received in the Merger, except that the undersigned may have a plan to sell, exchange or otherwise dispose of up to 10% of the shares of the common stock of ADIC received by the undersigned in the Spinoff and up to 10% of the shares of the common stock of Crane received in the Merger in exchange for shares of the common stock of Interpoint that were outstanding on the date the Merger Agreement was executed. Date: By: ---------------------------- ----------------------------------- By: ----------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----