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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 2)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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)
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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, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
919 THIRD AVENUE
NEW YORK, N.Y. 10022
TELEPHONE: (212) 735-3000
CALCULATION OF FILING FEE
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TRANSACTION AMOUNT OF
VALUATION* FILING FEE
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$181,920,222 $36,384.04
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* 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
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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 1. SECURITY AND SUBJECT COMPANY.
The Company and Society National Bank, as Rights Agent, have entered
into a Rights Agreement, dated as of March 11, 1996, setting forth the
description and terms of rights to purchase Series B Preferred Shares of the
Company or, under certain circumstances, Common Shares (the "Rights").
Pursuant to the terms of the Offer, the tender of a Common Share will
constitute the tender of the associated Right (without the payment of any
additional consideration thereon). All references to Common Shares in the
Schedule 14D-1, including the exhibits thereto, will include references to the
associated Rights, unless the context indicates otherwise. If the Company should
distribute certificates evidencing Rights, or if the Rights should otherwise
trade separately from the Common Shares, then, as a condition to the valid
tender of any Common Shares, a shareholder must tender an equal number of
Rights.
ITEM 10. ADDITIONAL INFORMATION.
The Offer is now conditioned on, in addition to the conditions set forth
in Section 14 of the Offer to Purchase, the Rights having been redeemed by the
Board of Directors of the Company or the Purchaser being satisfied, in its sole
discretion, that the Rights have been invalidated or are otherwise inapplicable
to the Offer and the Proposed Merger.
The information set forth in Exhibit (g)(2) is incorporated herein by
reference.
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(g)(2) Stipulation regarding the Ohio Take-Over Act.
3
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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: March 19, 1996
WEC ACQUISITION CORPORATION
By: /s/ C. Scott Brannan
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Name: C. Scott Brannan
Title: Vice President Administration
and Controller
DANAHER CORPORATION
By: /s/ C. Scott Brannan
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Name: C. Scott Brannan
Title: Vice President and Secretary
4
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EXHIBIT INDEX
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EXHIBIT PAGE
NUMBER EXHIBIT NAME NUMBER
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(g)(2) Stipulation regarding the Ohio Take-Over Act.
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IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF OHIO
EASTERN DIVISION
DANAHER CORPORATION, et al.,
Plaintiffs, CASE NO. C2 96-0247
v.
DISTRICT JUDGE GRAHAM
ACME-CLEVELAND CORPORATION, et al., MAGISTRATE JUDGE ABEL
Defendants.
STIPULATION
By agreement of plaintiffs WEC Corp. and Danaher Corp. ("Plaintiffs")
and Defendants Mark Holderman, Commissioner of Securities for the Division of
Securities, Department of Commerce for the State of Ohio, and Donna Owens,
Director of Commerce, Department of Commerce of the State of Ohio:
1. Plaintiffs have filed with the Division of Securities, Department of
Commerce for the State of Ohio, on March 7, 1996, the Form 041 with exhibits.
The Division of Securities will review the materials filed within the three (3)
day period provided in Ohio Rev. Code Section 1707.041(A)(3) and Ohio Admin.
Code Section 1301;6-1-05(C).
2. If the Division of Securities intends or determines to summarily
suspend the continuation of the tender offer pursuant to Ohio Rev. Code Section
1701.041(A)(3), the Division of Securities will notify the Court, Plaintiffs and
Defendant Acme-Cleveland Corporation, in writing and by telephone within the
three (3) day period.
3. Such summary suspension will not be effective, and the Division of
Securities will take no action to enforce such suspension, until the Court hears
Plaintiffs' Motion for Temporary Restraining Order.
IT IS SO AGREED.
Stipulated and Approved:
/s/
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N. Victor Goodman (0004912)
Trial Attorney
Mark D. Tucker (0036855)
Benesch, Friedlander, Coplan & Aronoff P.L.L.
88 East Broad Street
Columbus, Ohio 43215-3506
TELE: (614) 233-9300
FAX: (614) 223-9330
Robert R. Weller (0011669)
Mark A. Phillips (0047347)
Benesch, Friedlander, Coplan & Aronoff P.L.L.
2300 BP America Building
200 Public Square
Cleveland, Ohio 44114-2378
TELE: (216) 363-4500
FAX: (216) 363-4588
Attorneys for Plaintiffs
/s/
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Daniel A. Malkoff (0029917)
Assistant Attorney General
26th Floor, 30 East Broad Street
Columbus, Ohio 43266-0410
TELE: (614) 466-2980
Attorney for Defendants Holderman, Owens,
and the State of Ohio
2
