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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 14D-9/A
(AMENDMENT NO. 4)
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SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
ACME-CLEVELAND CORPORATION
(NAME OF SUBJECT COMPANY)
ACME-CLEVELAND CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
COMMON SHARES, $1 PAR VALUE
SERIES A CONVERTIBLE PREFERRED SHARES, WITHOUT PAR VALUE
(TITLE OF CLASS OF SECURITIES)
004626-10-7
(CUSIP NUMBER OF CLASS OF SECURITIES)
DAVID L. SWIFT
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
ACME-CLEVELAND CORPORATION
30100 CHAGRIN BOULEVARD, SUITE 100
PEPPER PIKE, OHIO 44124-5705
TELEPHONE: (216) 595-9090
(NAME, ADDRESS AND TELEPHONE NUMBER
OF PERSON AUTHORIZED TO RECEIVE NOTICE AND
COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
COPY TO:
DONALD H. MESSINGER, ESQ.
THOMPSON HINE & FLORY P.L.L.
3900 KEY CENTER
127 PUBLIC SQUARE
CLEVELAND, OHIO 44114-1216
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This Amendment No. 4 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 filed on March 20, 1996 and subsequently amended (as
amended to date, the "Schedule 14D-9") by Acme-Cleveland Corporation (the
"Company") in connection with a tender offer (the "Offer") made by WEC
Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of
Danaher Corporation, a Delaware corporation ("Danaher"), to purchase all
outstanding Common Shares and all outstanding Series A Preferred Shares of the
Company upon the terms and subject to the conditions set forth in the Offer to
Purchase for Cash, dated March 7, 1996, as amended and supplemented, and in the
related Letter of Transmittal, as amended and supplemented. Each of the defined
terms used in this Amendment No. 4 has the meaning given to it in the Schedule
14D-9. References to Shares shall be deemed to include the associated preferred
share purchase rights.
ITEM 3. IDENTITY AND BACKGROUND.
Item 3(b) of the Schedule 14D-9 is amended and supplemented by adding at
the end thereof the following:
On June 3, 1996, the Company and Danaher issued a joint press release
announcing that they had entered into a definitive merger agreement dated May
31, 1996 pursuant to which Danaher will amend the Offer, among other things, to
increase the Offer Price from $27 to $30 per Share, net to the seller in cash,
without interest, for all outstanding Shares and stock purchase rights not
already owned by Danaher and its affiliates. Holders of any Shares not owned by
Danaher after completion of the Offer will receive $30 per Share net to the
seller in cash, without interest, in a second-step merger. A copy of the press
release is filed as Exhibit 1 hereto and is incorporated herein by reference.
The foregoing description of the press release is qualified in its entirety by
reference to the text of the press release.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
Item 7(b) of the Schedule 14D-9 is hereby amended and supplemented by
adding at the end thereof the following:
Except as set forth in Item 3(b) herein, there are no transactions, Board
resolutions, agreements in principle or signed contracts in response to the
Offer which relate to or would result in any of the matters referred to in
paragraph (a) of this Item 7.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(1) Joint Press Release of Danaher and the Company, dated June 3, 1996.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 4 is true, complete
and correct.
Dated: June 3, 1996
ACME-CLEVELAND CORPORATION
By: /s/ DAVID L. SWIFT
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David L. Swift, Chairman of the Board,
President and Chief Executive Officer
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DANAHER CORPORATION AND ACME-CLEVELAND CORPORATION
AGREE TO DANAHER'S ACQUISITION OF ACME-CLEVELAND
AT $30 PER SHARE
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WASHINGTON, D.C., June 3, 1996 -- Danaher Corporation (NYSE:DHR) and Acme-
Cleveland Corporation (NYSE:AMT) announced a definitive merger agreement dated
May 31, 1996 under which Danaher is amending its outstanding tender offer to
increase the offer price from $27 to $30 per share in cash for all outstanding
Acme-Cleveland shares and stock purchase rights not owned by Danaher. Holders of
any Acme-Cleveland shares not owned by Danaher after the tender offer will
receive $30 per share in a merger. The transaction has a total equity value,
including the Acme-Cleveland shares already owned by Danaher, of approximately
$200 million.
The directors of Acme-Cleveland have unanimously approved the merger
agreement. The directors were advised by Goldman, Sachs, Acme-Cleveland's
financial advisor.
"We are pleased we have reached agreement with Acme-Cleveland," George M.
Sherman, President and Chief Executive Officer of Danaher Corporation said.
"Acme-Cleveland will fit well with our process/environmental controls segment."
David L. Swift, Chairman, President and Chief Executive Officer of
Acme-Cleveland Corporation, said: "In acquiring Acme-Cleveland, Danaher is
getting a group of attractive companies with good growth prospects and an
excellent cadre of talented people. Our Board has worked actively and
successfully to optimize shareholder value."
Acme-Cleveland has amended its common stock purchase rights so that they
will not be triggered by the amended offer. The amended offer remains subject to
the acquisition of a majority of Acme-Cleveland shares on a fully diluted basis,
including shares owned by Danaher, approval by Acme-Cleveland's shareholders
under the Ohio Control Share Acquisition Law, and to certain other conditions.
Acme-Cleveland has set July 2, 1996 as the date for such Control Share
Acquisition meeting and June 13, 1996 as the record date for such meeting.
Danaher's current tender offer was scheduled to expire on June 5. The
amended offer will expire at 5 p.m. on July 2, 1996, unless the offer is further
extended. Danaher said that approximately 55,000 Acme-Cleveland shares had been
tendered as of the close of business on May 31, 1996.
Acme-Cleveland Corporation manufactures and sells communication, motion
control, and measurement products and systems, and related parts and services.
Danaher Corporation is a leading manufacturer of Tools and Components, and
Process/Environmental Controls.
