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VAN DORN ANNOUNCES THE SIGNING OF A MERGER AGREEMENT

 CLEVELAND, Dec. 18 /PR Newswire/ -- Van Dorn Company (NYSE: VDC) announced today that it has entered into a definitive agreement with Crown Cork & Seal Company, Inc. (NYSE: CCK) providing for a merger of Van Dorn with a wholly owned subsidiary of Crown Cork. In the merger, shareholders of Van Dorn will receive $21 per share, payable at their option, in cash or an equivalent amount of Crown Cork stock, subject to certain limitations.
 Crown Cork announced that it will sell Van Dorn's Plastic Machinery Division to an affiliate of Mannesmann Demag AG. Van Dorn's Davies Can and Central States Can Divisions will be retained by Crown Cork.
 The acquisition was approved by Van Dorn's board of directors following a recommendation by a Special Advisory Committee of the board, which was appointed in August 1992 to consider the possible sale of Van Dorn and other financial alternatives.
 W. G. Pryor, president and chief executive officer of the company, said "I believe this transaction provides a good value for our shareholders at this time and know the Van Dorn employees will make a valuable contribution to the Crown Cork and Mannesmann Demag organizations."
 Completion of the merger is subject to approval by Van Dorn's shareholders, as well as other customary conditions.
 The total amount of cash to be paid in the merger is limited to 20 percent of the total consideration. The ratio at which Crown Cork stock will be exchanged for Van Dorn stock in the merger will be adjusted for changes in the market price of the Crown Cork stock prior to the effective date of the merger, subject to limitations.
 Van Dorn's directors also declared the normal quarterly dividend of $.15 per share, payable on Feb. 2, 1993, to shareholders of record on Jan. 15, 1993.
 -0- 12/18/92
 /CONTACT: Thomas R. Miklich, executive vice president of Van Dorn Company, 216-447-8777/
 (VDC CCK)


CO: Van Dorn Company; Crown Cork & Seal Company, Inc. ST: Ohio IN: SU: TNM DIV

BM -- CL007 -- 8079 12/18/92 09:13 EST
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Publication:PR Newswire
Date:Dec 18, 1992
Words:339
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