<PAGE>
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
SCHEDULE 14D-1
(Amendment No. 5)
TENDER OFFER STATEMENT PURSUANT TO SECTION 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 SHARES,
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)
------------
Copy to:
MORRIS J. KRAMER, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
919 THIRD AVENUE
NEW YORK, N.Y. 10022
TELEPHONE: (212) 735-3000
CALCULATION OF FILING FEE
===============================================================================
<TABLE>
<CAPTION>
TRANSACTION AMOUNT OF
VALUATION* FILING FEE
- -------------------------------------------------------------------------------
<S> <C>
$181,920,222 $36,384.04
</TABLE>
===============================================================================
* For purposes of calculating fee only. This amount assumes the
purchase at a purchase price of $27 per Share of an aggregate of
6,737,786 Shares, consisting of 6,411,578 Common Shares, 161,374
Preferred Shares and 469,834 Shares issuable upon conversion of
Options (less 305,000 shares owned by Parent or any of its
affiliates). 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
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $36,384.04 Filing Party: WEC Acquisition Corporation
Danaher Corporation
Form or Registration No.: Schedule 14D-1 Date Filed: March 7, 1996
Tender Offer
Statement
================================================================================
<PAGE>
WEC Acquisition Corporation (the "Purchaser"), a Delaware corporation
and a wholly owned subsidiary of Danaher Corporation, a Delaware corporation
("Parent"), and Parent hereby amend and supplement 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"). Capitalized
terms used herein and not otherwise defined shall have the meanings set forth in
the Schedule 14D-1 or the Offer to Purchase filed as an exhibit thereto.
Item 3. Past Contracts, Transactions or Negotiations with the Subject Company.
The information set forth in Exhibits (g)(6) and (g)(7) is incorporated
herein by reference.
Item 7. Contracts, Arrangements, Understandings or Relationships with respect to
the Subject Company's Securities.
The information set forth in Exhibits (g)(6) and (g)(7) is incorporated
herein by reference.
Item 10. Additional Information.
The information set forth in Exhibits (g)(5), (g)(6) and (g)(7) is
incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
(g)(5) Letter Agreement, dated April 17, 1996, between the Company and
Parent.
(g)(6) Confidentiality Agreement, dated April 17, 1996, between the
Company and Parent.
(g)(7) Press Release, dated April 18, 1996.
2
<PAGE>
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: April 18, 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
3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER EXHIBIT NAME NUMBER
- ----------- ------------------------------------------------------------------------------------ ----------
<S> <C> <C>
(g)(5) Letter Agreement, dated April 17, 1996, between the Company and Parent.
(g)(6) Confidentiality Agreement, dated April 17, 1996, between the Company and Parent.
(g)(7) Press Release, dated April 18, 1996.
</TABLE>
[GOLDMAN, SACHS & CO. LETTERHEAD]
PERSONAL AND CONFIDENTIAL
April 17, 1996
Danaher Corporation
1250 24th Street, N.W., Suite 800
Washington, DC 20037
Attention: Mr. George Sherman
President and Chief Executive Officer
Gentlemen:
This letter is written in connection with (1) the case (the "Litigation")
entitled Danaher Corporation, et al., v. Acme-Cleveland Corporation, et al.,
Case No. C2 96-0247, pending in the United States District Court for the
Southern District of Ohio, Eastern Division (the "Court"), (2) the Special
Meeting of Shareholders (the "Special Meeting") of Acme-Cleveland Corporation
(the "Company") scheduled to be held on April 25, 1996, for the purpose of
considering and acting upon a proposed "control share acquisition" of the
Company by WEC Acquisition Corporation, a wholly-owned subsidiary of Danaher
Corporation ("Danaher"), and (3) the provision (the "Standstill") of the
confidentiality agreement, dated April 17, 1996, between the Company and
Danaher, in which Danaher has agreed that, prior to June 30, 1996, unless the
Company has requested it to do so in writing, it will not alter any of the
material terms of its pending tender offer (other than to terminate the offer or
extend the term of the offer), or commence a new tender offer or exchange offer,
for shares of the Company.
Danaher and the Company hereby agree as follows:
1. The Company and Danaher will use all reasonable efforts to suspend the
proceedings in the Litigation concerning Danaher's pending Motion for a
Preliminary Injunction (the "Motion") until after the expiration of the
Standstill. Without limiting the foregoing, the Company and Danaher will
jointly ask the Court to delay the hearing on the Motion now scheduled
for April 18, 1996, until after the expiration of the Standstill.
2. The Company and Danaher will cause all proxies solicited by them to be
voted to adjourn the Special Meeting. The Company will, at the request
of Danaher, reconvene the Special Meeting 30 days after the earlier of
(a) agreement by the Company and Danaher on the methods for identifying
"interested shares," as defined in Section 1701.01(CC)(2) of the Ohio
General Corporation Law, and for determining whether the related quorum
requirement is met at the Special Meeting, (b) an order by the Court
establishing or authorizing such methods, or (c) any order of the Court
ruling on the Motion, but in no event prior to the expiration of the
Standstill. The Company will distribute timely notice of the time and
place of any such reconvened Special Meeting as required by law and its
Regulations. The record date for the reconvened Special Meeting will be
March 25, 1996, unless the Company and Danaher agree upon another record
date.
This letter will be governed by, and construed in accordance with, the laws of
the State of Ohio.
Very truly yours,
ACME-CLEVELAND CORPORATION
By: /s/ Goldman, Sachs & Co.
----------------------------------------
Goldman, Sachs & Co.
on behalf of Acme-Cleveland Corporation
Confirmed and Agreed to:
DANAHER CORPORATION
By: /s/ James H. Ditkoff
----------------------------------------
Vice President
Date: April 17, 1996
--------------------------------------
<PAGE>
PERSONAL AND CONFIDENTIAL
April 17, 1996
Danaher Corporation
1250 24th Street, N.W., Suite 800
Washington, DC 20037
Attention: Mr. George Sherman
President and Chief Executive Officer
Gentlemen:
In connection with your consideration of a possible transaction with
Acme-Cleveland Corporation or one or more of its subsidiaries (collectively,
the "Company"), you have requested information concerning the Company. As a
condition to your being furnished such information, you agree to treat any
information concerning the Company (whether prepared by the Company, its
advisors, or otherwise) that is furnished to you by or on behalf of the
Company (collectively, the "Evaluation Material") in accordance with the
provisions of this letter and to take or abstain from taking certain other
actions as herein set forth. The term "Evaluation Material" does not include
information that (i) is already in your possession, provided that such
information is not known by you to be subject to another confidentiality
agreement with or other obligation of secrecy to the Company or another
party, or (ii) becomes generally available to the public other than as a
result of a disclosure by you or your directors, officers, employees,
representatives, or advisors, or (iii) becomes available to you on a
non-confidential basis from a source other than the Company or its directors,
officers, employees, representatives, or advisors, provided that such source
is not known by you to be bound by a confidentiality agreement with or other
obligation of secrecy to the Company or another party.
You hereby agree, except as may be required by applicable law or regulation,
that the Evaluation Material will be used solely for the purpose of
evaluating a possible transaction between the Company and you and that such
information will be kept confidential by you and your directors, officers,
employees, representatives, or advisors; provided that, (i) any of such
information may be disclosed to those of your directors, officers, employees,
representatives, and advisors who need to know such information for the
purpose of evaluating any such possible transaction (it being understood that
such directors, officers, employees, representatives, and advisors will be
informed by you of the confidential nature of such information and will be
directed by you to treat such information confidentially), and (ii) any
disclosure of such information may be made to which the Company consents in
writing.
You hereby acknowledge that you are aware, and that you will advise those of
your directors, officers, employees, representatives, and advisors who are
informed as to the matters that are the subject of this letter, that the
United States securities laws prohibit any person who has received from an
issuer material, non-public information concerning the matters that are the
subject of this letter from purchasing or selling securities of such issuer
or from communicating such information to any other person under
circumstances in which it is reasonably foreseeable that such person is
likely to purchase or sell such securities.
In addition, except as may be required by applicable law or regulation,
without the prior written consent of the Company, you will not, and will
direct your directors, officers, employees, representatives, and advisors not
to, disclose to any person either (i) the fact that discussions or
negotiations are taking place concerning a possible transaction between the
Company and you or (ii) any of the terms, conditions, or other facts with
respect to any such possible transaction, including the status thereof.
You hereby acknowledge that the Evaluation Material is being furnished to you
in consideration of your agreement that, prior to June 30, 1995, unless the
Company has requested you to do so in writing, you will not alter any of the
material terms of your pending tender offer (other than to terminate the
offer or extend the term of the offer), or commence a new tender offer or
exchange offer, for shares of the Company. You also agree that the Company will
be entitled to equitable relief, including an injunction, in the event of any
breach of the provisions of this paragraph and that you will not oppose the
granting of such relief.
<PAGE>
The Company has established and intends to conduct an orderly process for the
exploration by the Company of strategic alternatives to optimize shareholder
value, including a possible sale of the Company (the "Process"). The Company
agrees that (i) it will permit you to participate in the Process on
substantially the same basis as other potential purchasers and (ii) on or
before May 1, 1996, it will provide you with the opportunity to review
substantially the same information about the Company, including access to
management, as it is providing other potential purchasers. The Company
represents to you that the Process is being conducted under the supervision
of its Board of Directors and that the Board of Directors intends to evaluate
any and all proposals received by it solely on the merits and on the basis of
what it believes to be in the best interest of the Company and its
shareholders.
Although the Company has endeavored to include in the Evaluation Material
information known to it that it believes to be relevant for the purposes of
your investigation, neither the Company nor any of its directors, officers,
employees, representatives, or advisors has made or is making any
representation or warranty as to the accuracy or completeness of the
Evaluation Material. You agree that neither the Company nor its directors,
officers, employees, representatives, or advisors will have any liability to
you or any of your representatives or advisors resulting from the use of the
Evaluation Material.
In the event that you or the Company decides not to proceed with a
transaction between the Company and you, you will, at the request of the
Company, promptly redeliver to the Company all written Evaluation Material
(whether prepared by the Company, its representatives or advisors, or
otherwise) and will not retain any copies, extracts, or other reproductions
in whole or in part of such written material. You will also destroy all
documents, memoranda, notes, and other writings prepared by you or your
directors, officers, employees, representatives, or advisors based on the
information in the Evaluation Material, and such destruction will be
certified in writing to the Company by an authorized officer supervising such
destruction.
You agree that, unless and until a definitive agreement between the
Company and you with respect to any transaction referred to in the first
paragraph of this letter has been executed and delivered, neither the Company
nor you will be under any legal obligation of any kind with respect to such a
transaction by virtue of this letter or any written or oral expression with
respect to such a transaction by any of its directors, officers, employees,
representatives, or advisors except, in the case of this letter, for the
matters specifically agreed to herein. The agreement set forth in this
paragraph may be modified or waived only by a separate writing by the Company
and you expressly so modifying or waiving such agreement.
This agreement will terminate of March 31, 1997.
This letter will be governed by, and construed in accordance with, the
laws of the State of Ohio.
Very truly yours,
ACME-CLEVELAND CORPORATION
By: /s/ Goldman, Sachs & Co.
------------------------------------------
Goldman, Sachs & Co.
on behalf of Acme-Cleveland Corporation
Confirmed and Agreed to:
DANAHER CORPORATION
By: /s/ James H. Ditkoff
-------------------------------
Vice President
Date: April 17, 1996
-----------------------------
FOR IMMEDIATE RELEASE
Contact: Patrick Allender
Chief Financial Officer
(202) 828-0850
Acme-Cleveland to Provide Danaher with Information;
Control Share Meeting to be Adjourned.
- --------------------------------------
Washington, D.C., April 18, 1996 -- Danaher Corporation (NYSE:DHR)
announced today that Acme-Cleveland Corporation (NYSE:AMT) has agreed to permit
Danaher to participate in the Company's process for the exploration of strategic
alternatives to optimize shareholder value, including a possible sale of the
company, and that Acme-Cleveland will provide Danaher with substantially the
same information it is providing to others. Danaher also said that it signed a
confidentiality agreement in which it agreed not to alter any of the material
terms of its pending tender for Acme-Cleveland shares (other than to terminate
or extend such offer) prior to June 30, 1996.
Danaher also announced that it and Acme-Cleveland have agreed to seek to
adjourn the pending injunction hearing regarding the Ohio Control Share
Acquisition Law and to adjourn the Special Meeting of Acme-Cleveland
shareholders scheduled for April 25, 1996 under such law.
Danaher Corporation is a leading manufacturer of Tools and Components,
and Process/Environmental Controls.
