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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14D-9/A
(AMENDMENT NO. 3)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
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 SOCIETY CENTER
127 PUBLIC SQUARE
CLEVELAND, OHIO 44114-1216
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This Amendment No. 3 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 Convertible Preferred
Shares of the Company at a price of $27 per share, net to the seller in cash,
without interest thereon. Each of the defined terms used in this Amendment No. 3
has the meaning given to it in the Schedule 14D-9.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
Item 4(a) of the Schedule 14D-9 is hereby amended to include, at the end of
the subsection captioned "Background," the following:
On May 24, 1996, the Company's Board of Directors received a letter from
Danaher stating that it was prepared to offer to acquire the Company at a price
of $29 per outstanding Share. A copy of the letter is attached hereto as Exhibit
1 and is incorporated herein by reference. According to the letter, Danaher's
proposal would expire at 9:00 a.m., New York time, on May 28, 1996, if the
Company did not accept it by that time. Danaher also stated that, if the Company
did not accept the proposal, Danaher would seek to call a special meeting of the
Company's shareholders for the purpose of replacing the Company's Board of
Directors and, if its nominees were elected, seek to consummate the acquisition
of the Company pursuant to its $27 per Share tender offer.
The Company, after engaging in discussions with Danaher regarding price and
value, advised Danaher that its proposal was neither persuasive nor compelling
and that the Company would continue actively to explore its alternatives.
Subsequently, on May 28, 1996, Danaher informed Acme-Cleveland that it was
prepared to increase its offer to $30 per share. Both parties are now discussing
a transaction at $30 per Share. There can be no assurances that agreement will
be reached or that a transaction will be consummated.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(1) Letter from Danaher to the Company's Board of Directors dated May 24,
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. 3 is true, complete
and correct.
Dated: May 31, 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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Exhibit (1)
May 24, 1996
The Board of Directors
Acme-Cleveland Corporation
30100 Chagrin Boulevard, Suite 100
Pepper Pike, Ohio 44124-5705
Attention: Mr. David L. Swift
Chairman and Chief Executive Officer
Gentlemen:
We are pleased to inform you that we are prepared to offer to acquire
Acme-Cleveland Corporation at a price of $29 per outstanding share of common and
preferred stock. Our proposal is conditioned on the execution of a mutually
satisfactory acquisition agreement, approval under relevant provisions of Ohio
law and the inapplicability of your shareholders rights plan. Our proposal is
not subject to financing or to further due diligence.
We believe that this represents a full and fair price and reflects,
among other things, our due diligence review of Acme-Cleveland and our
discussions with your investments bankers.
It has been over two months since you announced that you were actively
exploring strategic alternatives to optimize shareholder value. We believe that
this has been more than enough time and are disappointed by the lack of a plan
to conclude the process.
Accordingly, our proposal will expire at 9:00 a.m., New York time, on
Tuesday, May 28, 1996 unless you accept it prior to such time. If you do not
accept our proposal by such time, we intend to seek to call a special meeting of
shareholders for the purpose of replacing the Acme-Cleveland board of directors.
If our nominees are elected, we intend to propose and seek to consummate the
acquisition of Acme-Cleveland, in connection with our $27 per share tender
offer. This price would reflect both the expenses of running a proxy contest and
the distracting influence of this prolonged process on the company's operations.
We would prefer not taking such a drastic step and would not be taking
it were it not for the length of time that this process has taken and our belief
that, without action on our part, the process might continue indefinitely, which
we believe would not be in the best interest of shareholders, employees,
customers and suppliers.
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We and our advisers are ready to meet with you and your advisers at any
time to discuss our offer and to answer any questions that you may have. Our
objective continues to be to conclude promptly a transaction that is supported
by the Acme-Cleveland Board of Directors.
Sincerely,
/s/ George M. Sherman
George M. Sherman
President and CEO
