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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. 4)
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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
1. NAMES OF REPORTING PERSONS
IRS IDENTIFICATION NOS. ABOVE PERSONS (ENTITIES ONLY)
EMERSON ELECTRIC CO.
IRS IDENTIFICATION NO. 43-0259330
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC; OO; BK
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(e) OR 2(f) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
MISSOURI
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
0%
10. TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP No. 236235-10-7
1. NAMES OF REPORTING PERSONS
IRS IDENTIFICATION NOS. ABOVE PERSONS (ENTITIES ONLY)
EMERSUB LXXIV, INC.
IRS IDENTIFICATION NO. 43-1850428
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(e) OR 2(f) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
[ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
0%
10. TYPE OF REPORTING PERSON
CO
2
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This Amendment No. 4 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 and Amendment No. 3 filed with the Commission on June
7, 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. 4 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:
Antitrust -- Germany. The waiting period under the Gesetz gegen
Wettbewerbsbeschrankungen (the Act Against Restraints of Competition) applicable
to Purchaser's acquisition of the Shares pursuant to the Offer was terminated on
June 11, 1999. On June 11, 1999, Parent issued a press release regarding such
termination. The full text of the press release is attached hereto as Exhibit
(a)(12) and is incorporated herein by reference.
Item 11. Material to Be Filed as Exhibits
Item 11 is hereby amended and supplemented as follows:
(a)(12) Text of Press Release issued by Emerson Electric Co. on
June 11, 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.
June 11, 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
4
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EXHIBIT INDEX
Exhibit No.
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(a)(12) Text of Press Release issued by Emerson Electric Co. on
June 11, 1999
5
Exhibit (a)(12)
Emerson contact:
William K. Anderson
or Carter L. Dunkin
314-982-1700
FOR IMMEDIATE RELEASE
EMERSON ELECTRIC CO. ANNOUNCES
SATISFACTION OF REGULATORY CONDITIONS TO
ITS TENDER OFFER FOR DANIEL INDUSTRIES, INC.
ST. LOUIS, June 11, 1999 -- Emerson Electric Co. (NYSE:EMR) announced
today that it received early termination of the waiting period under the German
Act Against Restraints of Competition applicable to the purchase of shares of
common stock, par value $1.25 per share, of Daniel Industries, Inc. by a wholly
owned subsidiary of Emerson Electric, pursuant to the tender offer commenced on
May 18, 1999. The waiting period was terminated on June 11, 1999.
All regulatory conditions to the tender offer have now been satisfied.
The tender offer is conditioned upon, among other things, the tender of
66 2/3% of the fully diluted shares of Daniel and the expiration or early
termination of the applicable waiting periods under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, the German Act Against
Restraints of Competition and the Canadian Competition Act. The waiting periods
under the Canadian Competition Act and the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, expired on June 2, 1999 and June 3, 1999,
respectively.
As previously announced, the offer and withdrawal rights under the
tender offer will expire at midnight, EDT, on Tuesday, June 15, 1999, unless the
tender offer is extended.
Emerson Electric, 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.
