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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Final Amendment)
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Daniel Industries, Inc.
(Name of Subject Company)
Emerson Electric Co.
Emersub LXXIV, Inc.
(Bidders)
Common Stock, $1.25 Par Value
(Title of Class of Securities)
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236235-10-7
(CUSIP Number of Class of Securities)
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W. Wayne Withers, Esq.
Senior Vice President, General Counsel and Secretary
Emerson Electric Co.
8000 West Florissant Avenue
St. Louis, Missouri 63136-8506
(314) 553-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Bidder)
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With Copies to:
Phillip R. Mills, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
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CUSIP No. 236235-10-7
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1. NAMES OF REPORTING PERSONS
IRS IDENTIFICATION NOS. ABOVE PERSONS (ENTITIES ONLY)
EMERSON ELECTRIC CO.
IRS IDENTIFICATION NO. 43-0259330
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC; OO; BK
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(e) OR 2(f) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
MISSOURI
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,454,232
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8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
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9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
94.7%
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10. TYPE OF REPORTING PERSON
CO
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CUSIP No. 236235-10-7
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1. NAMES OF REPORTING PERSONS
IRS IDENTIFICATION NOS. ABOVE PERSONS (ENTITIES ONLY)
EMERSUB LXXIV, INC.
IRS IDENTIFICATION NO. 43-1850428
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(e) OR 2(f) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,454,232
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8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
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9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
94.7%
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10. TYPE OF REPORTING PERSON
CO
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2
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This Final Amendment amends and supplements the Tender Offer Statement on
Schedule 14D-1 (the "Schedule 14D-1") originally filed with the Securities and
Exchange Commission (the "Commission") on May 18, 1999 by Emersub LXXIV, Inc.,
a Delaware corporation ("Purchaser") and a wholly-owned subsidiary of Emerson
Electric Co., a Missouri corporation ("Parent"), as amended by Amendment No. 1
filed with the Commission on May 24, 1999, Amendment No. 2 filed with the
Commission on May 27, 1999, Amendment No. 3 filed with the Commission on June
7, 1999 and Amendment No. 4 filed with the Commission on June 11, 1999,
relating to the offer by Purchaser to purchase all outstanding shares of
Common Stock, $1.25 par value (the "Common Stock"), of Daniel Industries, Inc.
(the "Company"), including the related right as to each share to purchase one
one-hundredth of a share of Series A Junior Participating Preferred Stock,
$1.00 par value, of the Company (singularly, a "Right" and collectively, the
"Rights") (singularly, a share of such Common Stock, including the related
Right, a "Share" and collectively, the "Shares"), at $21.25 per Share, net to
the seller in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase dated as of May 18, 1999 and in the related Letter of
Transmittal (which together constitute the "Offer"), copies of which are
attached as Exhibits (a)(1) and (a)(2), respectively, to the Schedule 14D-1.
All capitalized terms used in this Final Amendment without definition
have the meanings attributed to them in the Schedule 14D-1.
Item 6. Interest in Securities of the Subject Company
Item 6(a) - (b) is hereby amended and supplemented as follows:
The Offer expired at 12:00 midnight, New York City time, on Tuesday, June
15, 1999. As of midnight, New York City time, on June 15, 1999, approximately
18,454,232 Shares were validly tendered pursuant to the Offer, including
563,073 Shares tendered pursuant to guarantees of delivery. The Shares
tendered represent approximately 94.7% of the Shares outstanding. Pursuant to
the Offer, Purchaser has accepted for payment all Shares validly tendered and
will promptly pay for such Shares. On June 16, 1999, Parent issued a press
release announcing the expiration of the Offer. The full text of the press
release is attached hereto as Exhibit (a)(13) and is incorporated herein by
reference.
Item 11. Material to Be Filed as Exhibits
Item 11 is hereby amended and supplemented as follows:
(a)(13) Text of Press Release issued by Emerson Electric Co. on June 16,
1999.
3
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After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
EMERSON ELECTRIC CO.
June 16, 1999
By: /s/ Robert M. Cox, Jr.
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Name: Robert M. Cox, Jr.
Title: Senior Vice President--
Acquisitions and Development
EMERSUB LXXIV, INC.
By: /s/ Robert M. Cox, Jr.
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Name: Robert M. Cox, Jr.
Title: Vice President
4
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EXHIBIT INDEX
Exhibit
No.
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(a)(13) Text of Press Release issued by Emerson Electric Co. on June 16, 1999.
5
Exhibit (a)(13)
Emerson contact:
Carter L. Dunkin
or Walter J. Sharp
314-982-1700
FOR IMMEDIATE RELEASE
EMERSON ELECTRIC CO. ANNOUNCES EXPIRATION OF
TENDER OFFER FOR DANIEL INDUSTRIES, INC.
ST. LOUIS, June 16, 1999 -- Emerson Electric Co. (NYSE: EMR) announced
today that it has accepted for payment and will promptly pay for all shares of
common stock of Daniel Industries, Inc. (NYSE: DAN) validly tendered pursuant
to its tender offer to acquire all outstanding shares of Daniel for $21.25 per
share in cash. The offer, which was made through Emerson's wholly-owned
subsidiary, Emersub LXXIV, Inc., expired at midnight, EDT, on Tuesday, June
15, 1999.
Approximately 18,454,232 shares of Daniel Industries, Inc. common
stock were tendered, including shares tendered pursuant to guarantees of
delivery, in the offer. The shares tendered represent approximately 94.7
percent of the outstanding shares of Daniel.
The tender offer was made under the previously announced merger
agreement among Emerson, Emersub and Daniel. Emerson intends to complete
promptly a short-form merger of Emersub into Daniel under Delaware law.
Pursuant to the merger agreement, any shares of Daniel not tendered and
purchased in the tender offer will be converted into the right to receive
$21.25 in cash, subject to appraisal rights.
Daniel's strengths in process controls in the oil and gas industry
will complement the process control markets of Emerson's Fisher-Rosemount
companies.
Emerson Electric Co., based in St. Louis, is a global manufacturer
with market and technology leadership in the areas of process control,
industrial automation, electronics, HVAC, appliance components, electric
motors, tools and storage products. Fiscal 1998 sales totaled $13.4 billion.
