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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 13/FINAL AMENDMENT)
AND
SCHEDULE 13D
TENDER OFFER STATEMENT
PURSUANT TO SECTIONS 13(D) AND 14(D)(1)
OF THE
SECURITIES EXCHANGE ACT OF 1934
ACME-CLEVELAND CORPORATION
(NAME OF SUBJECT COMPANY)
WEC ACQUISITION CORPORATION
DANAHER CORPORATION
(BIDDERS)
COMMON SHARES, PAR VALUE $1 PER SHARE
(INCLUDING THE ASSOCIATED RIGHTS)
SERIES A CONVERTIBLE PREFERRED STOCK,
WITHOUT PAR VALUE
(TITLE OF CLASS OF SECURITIES)
004626107
(CUSIP NUMBER OF CLASS OF SECURITIES)
PATRICK W. ALLENDER
WEC ACQUISITION CORPORATION
C/O DANAHER CORPORATION
1250 24TH STREET, N.W., SUITE 800
WASHINGTON, D.C. 20037
TELEPHONE: (202) 828-0850
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
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COPY TO:
MORRIS J. KRAMER
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
919 THIRD AVENUE
NEW YORK, NY 10022
TELEPHONE: (212) 735-3000
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CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$202,437,720 $40,487.54
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* For purposes of calculating fee only. This amount assumes the
purchase at a purchase price of $30 per Share of an aggregate of
6,747,924 Shares, consisting of 6,430,078 Common Shares, 161,374
Preferred Shares and 461,472 Shares issuable upon conversion of
Options (less 305,000 Shares owned by Parent or any of its affili-
ates). The amount of the filing fee, calculated in accordance
with Regulation 240.0-11 of the Securities Exchange Act of 1934,
as amended, equals 1/50th of one percentum of the value of Shares
purchased.
[X] CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE
0-11(A)(2) AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS
PREVIOUSLY PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATE-
MENT NUMBER, OR SCHEDULE AND THE DATE OF ITS FILING.
AMOUNT PREVIOUSLY PAID: $40,487.54 FILING PARTY: WEC Acquisition
Corporation and Danaher
Corporation
FORM OR REGISTRATION NO.: DATE FILED: June 3, 1996
Schedule 14D-1 Amendment No. 10
Tender Offer Statement
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1. Name of Reporting Persons:
S.S. or I.R.S. Identification No. of Above Person
WEC ACQUISITION CORPORATION
2. Check the appropriate box if a member of a group
(a) / /
(b) / /
3. SEC use only
4. Source of funds:
AF
5. Check if disclosure of legal proceedings is required pursuant to
items 2(e) or 2(f) / /
6. Citizenship or place of organization:
DELAWARE
7. Aggregate amount beneficially owned by each reporting person:
6,073,177 COMMON SHARES (INCLUDING 558,157 COMMON SHARES SUBJECT
TO GUARANTEES OF DELIVERY). SEE ITEM 6.
8. Check if the aggregate amount in row (7) excludes certain shares
/ /
9. Percent of class represented by amount in row (7): 94.4%
10. Type of reporting person:
CO
1. Name of Reporting Persons:
S.S. or I.R.S. Identification No. of Above Person
DANAHER CORPORATION
2. Check the appropriate box if a member of a group
(a) / /
(b) / /
3. SEC use only
4. Source of funds:
BK
5. Check if disclosure of legal proceedings is required pursuant to
items 2(e) or 2(f) / /
6. Citizenship or place of organization:
DELAWARE
7. Aggregate amount beneficially owned by each reporting person:
6,073,177 COMMON SHARES (INCLUDING 558,157 COMMON SHARES SUBJECT
TO GUARANTEES OF DELIVERY). SEE ITEM 6.
8. Check if the aggregate amount in row (7) excludes certain shares
/ /
9. Percent of class represented by amount in row (7): 94.4%
10. Type of reporting person:
CO
WEC Acquisition Corporation (the "Purchaser"), a Delaware corpora-
tion and a wholly owned subsidiary of Danaher Corporation ("Parent"),
and Parent hereby amend their Tender Offer Statement on Schedule 14D-1,
as heretofore amended (the "Schedule 14D-1"), relating to the
Purchaser's Offer to purchase all outstanding common shares, par value
$1 per share (including the associated rights), and all outstanding
Series A Convertible Preferred Shares, without par value (collectively
the "Shares"), of Acme-Cleveland Corporation, an Ohio corporation (the
"Company"). This Statement is also being filed on behalf of Parent and
the Purchaser for purposes of Schedule 13D of the Securities Exchange
Act of 1934, as amended. Capitalized terms used herein and not other-
wise defined shall have the meanings set forth in the Schedule 14D-1 or
the Offer to Purchase filed as an exhibit thereto.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The Offer expired at 5:00 p.m., New York City time, on July 2, 1996.
Based on a preliminary count, a total of approximately 5,768,177 Common
Shares (including approximately 588,157 Common Shares subject to guarantees
of delivery) and 161,374 Preferred Shares (constituting all of the Preferred
Shares outstanding) were tendered pursuant to the Offer. All properly
tendered Shares have been or will be purchased in accordance with the terms
of the Offer. The Common Shares tendered, together with the Common Shares
currently owned by Parent, constitute approximately 94.4% of the outstanding
Common Shares. Parent beneficially owns a total of 6,234,551 Common Shares,
which constitute approximately 94.6% of the total number of Common Shares
(including Common Shares issuable upon conversion of the Preferred Shares).
ITEM 10. ADDITIONAL INFORMATION.
As provided in the Merger Agreement, following the completion of the
Offer, the Company reconstituted its Board of Directors to consist of
five members, three of whom are designees of Parent, Steven M. Rales,
Mitchell P. Rales and George M. Sherman.
The information set forth in Exhibit (g)(21) is incorporated herein
by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(g)(21) Press Release, dated July 3, 1996
SIGNATURE
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.
Dated: July 3, 1996 WEC ACQUISITION CORPORATION
By: /s/ C. Scott Brannan
Name: C. Scott Brannan
Title: Vice President
Administration and Controller
DANAHER CORPORATION
By: /s/ C. Scott Brannan
Name: C. Scott Brannan
Title: Vice President and
Secretary
EXHIBIT INDEX
EXHIBIT EXHIBIT NAME
NUMBER
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(g)(21) Press Release, dated July 3, 1996
Exhibit (g)(21)
Danaher Completes Tender Offer for Acme-Cleveland
Washington, D.C., July 3, 1996 -- Danaher Corporation (NYSE: DHR)
announced today that it had successfully completed its $30 per share
cash tender offer for all of the outstanding shares of Acme-Cleveland
Corporation (NYSE: AMT).
Danaher said that a total of approximately 5,768,177 common shares
(including approximately 558,157 common shares subject to guarantees of
delivery) and all of the outstanding preferred shares were tendered
pursuant to the offer, which expired at 5:00 p.m., New York City time,
on July 2, 1996. Danaher added that all properly tendered shares have
been or will be purchased in accordance with the terms of the offer.
The shares tendered, together with the shares currently owned by Danaher,
constitute approximately 94% of Acme-Cleveland's outstanding common shares.
As previously announced, any Acme-Cleveland shares not purchased in
the tender offer will be acquired in a subsequent merger transaction at
the same $30 per share cash price.
As provided in the merger agreement, following the completion of the
offer, Acme-Cleveland reconstituted its Board of Directors to
consist of five members, three of whom are designees of Danaher,
Steven M. Rales, Mitchell P. Rales and George M. Sherman.
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 Compo-
nents, and Process/Manufacturing Controls.
