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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
(Amendment No. 2)
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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
NONE
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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)
0%
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10. TYPE OF REPORTING PERSON
CO
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1
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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
NONE
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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)
0%
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10. TYPE OF REPORTING PERSON
CO
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2
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This Amendment No. 2 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, 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 Amendment No. 2 without definition have
the meanings attributed to them in the Schedule 14D-1.
Item 10. Additional Information
Item 10(c) is hereby amended and supplemented by adding to the end thereof
the following:
Parent and the Company filed a Notification and Report Form with respect to
the Offer with the Antitrust Division and the FTC on May 19, 1999. The 15-day
waiting period applicable to the purchase of Shares pursuant to the Offer will
expire at 11:59 P.M., New York City time, on June 3, 1999, unless (i) early
termination of the waiting period is granted by the Antitrust Division and the
FTC or (ii) the waiting period is extended by the Antitrust Division or the FTC
by a request for additional information or documentary material relevant to the
Offer from Parent. If such a request is made, the waiting period will be
extended until 11:59 P.M., New York City time, on the tenth day after
substantial compliance by Parent with such request. A request is being made
pursuant to the HSR Act for early termination of the waiting period applicable
to the Offer. There is no assurance, however, that the 15-day HSR Act waiting
period will be terminated early.
Antitrust -- Canada. Pursuant to the Competition Act (Canada), Purchaser,
Parent and the Company are subject to an obligation to provide pre-merger
notification to the Canadian Competition Bureau. On May 26, 1999, Purchaser,
Parent and the Company filed a short form pre-merger notification filing
pursuant to the Competition Act. Pursuant to the statutory waiting period
relevant to a short form filing, Purchaser's acquisition of the Shares pursuant
to the Offer may not be consummated until the expiry of seven days after the
date on which the completed filing has been received by the Commissioner of
Competition (i.e., June 3, 1999). The statutory waiting period may be extended
for an additional 21 days if the Commissioner requests that a long form
pre-merger notification filing be made.
Purchaser may complete the acquisition of the Shares pursuant to the Offer
within the statutory waiting period if the Commissioner provides notice that he
does not intend to challenge such acquisition. Alternatively, the Commissioner
may request an undertaking that such acquisition will not be completed prior to
the completion of his review or may seek an injunction to prevent such
acquisition if he intends to challenge it before the Competition Tribunal.
The Commissioner retains jurisdiction to challenge such an acquisition for
up to three years after its consummation. On request, the Commissioner will
consider granting an Advance Ruling Certificate which, if granted, precludes the
Commissioner from challenging the acquisition on the basis of facts known at the
time the Advance Ruling Certificate was granted. Alternatively, the Commissioner
may provide notification that he does not intend to challenge such acquisition
but that he is reserving the right to challenge it during his period of
jurisdiction. The Commissioner may take up to ten weeks to review Purchaser's
acquisition of the Shares pursuant to the Offer and consider whether to provide
an Advance Ruling Certificate or such notification.
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Shares will not be accepted for payment or paid for pursuant to the Offer
until the conditions to the Offer, including the Foreign Antitrust Approvals
Condition, are satisfied or waived by Purchaser. If the Foreign Antitrust
Approvals Condition (or any other condition, such as those described in clauses
(a) and (b) in Section 15) are not satisfied on the Expiration Date, Purchaser
has the right to extend the Offer for up to 180 days following the date of the
Merger Agreement (i.e., November 8, 1999).
Antitrust -- Germany. Pursuant to the Gesetz gegen
Wettbewerbsbeschrankungen (the Act Against Restraints of Competition), Parent is
required to submit a premerger notification to the German Federal Cartel Office
(the "FCO"). Parent filed the premerger notification on May 26, 1999. The
initial waiting period applicable to the purchase of Shares pursuant to the
Offer is one month and will expire on June 28, 1999, unless the FCO extends the
waiting period if it determines that additional review is required. If such a
determination is made, the waiting period may be extended for a period of up to
four months (such period to commence from the day following the filing date of
the premerger notification). If the FCO concludes that the acquisition will lead
to the creation or strengthening of a market dominating position, the
acquisition will be prohibited unless the parties agree to remedy the adverse
competitive impact identified by the FCO.
The FCO may approve Purchaser's acquisition of the Shares pursuant to the
Offer prior to the expiration of the initial one month waiting period. There can
be no assurance, however, that the initial one month waiting period will be
terminated early. Shares will not be accepted for payment or paid for pursuant
to the Offer until the conditions to the Offer, including the Foreign Antitrust
Approvals Condition, are satisfied or waived by Purchaser. If the Foreign
Antitrust Approvals Condition (or any other condition, such as those described
in clauses (a) and (b) in Section 15) are not satisfied on the Expiration Date,
Purchaser has the right to extend the Offer for up to 180 days following the
date of the Merger Agreement (i.e., November 8, 1999).
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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.
May 27, 1999 EMERSON ELECTRIC CO.
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
