DANAHER CORP /DE/, SC 14D1/A, 1996-03-07

DANAHER CORP /DE/
SC 14D1/A, 1996-03-07
AIR-COND & WARM AIR HEATG EQUIP & COMM & INDL REFRIG EQUIP

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
SCHEDULE 14D-1
(Amendment No. 1)
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
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 (the "Schedule 14D-1") relating to the Purchaser's offer to
purchase all outstanding common shares, par value $1 per share, 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 CONTACT, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.

Section 11 of the Offer to Purchase is hereby amended and supplemented
to replace the first paragraph thereof with the following:

"On the morning of March 7, 1996, Mr. George M. Sherman, President and
Chief Executive Officer of Parent, telephoned Mr. David L. Swift, Chairman and
Chief Executive Officer of the Company, to discuss Parent's interest in
acquiring the Company, to offer to meet with Mr. Swift to negotiate the
acquisition and to inform him that Parent was commencing the Offer. Mr. Sherman
also said that he would promptly send Mr. Swift a letter concerning the Offer.

Later that morning, Mr. Sherman sent the following letter to Mr. Swift."

ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The information set forth in Exhibits (b)(2) and (b)(3) is incorporated
herein by reference.

<PAGE>

ITEM 10. ADDITIONAL INFORMATION.

ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.

(b)(2) Joinder Agreement, dated November 1, 1995, to the Danaher
Corporation Credit Agreement, dated as of September 7, 1990, as amended, among
Danaher Corporation and the other banks and financial institutions listed
therein.

(b)(3) Amendment No. 6, dated as of September 1, 1995, to the Danaher
Corporation Credit Agreement, dated as of September 7, 1990, as previously
amended, among Danaher Corporation and the other banks and financial
institutions listed therein.

(g)(1) Complaint filed in the Ohio Federal District Court on March 7,
1996.

<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: March 7, 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

<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER EXHIBIT NAME NUMBER
- ----------- ------------------------------------------------------------------------------------ ----------
<S> <C> <C>
(b)(2) Joinder Agreement, dated November 1, 1995, to the Danaher Corporation Credit
Agreement, dated as of September 7, 1990, as amended, among Danaher Corporation
and the other banks and financial institutions listed therein.

(b)(3) Amendment No. 6, dated as of September 1, 1995, to the Danaher Corporation
Credit Agreement, dated as of September 7, 1990, as previously amended,
among Danaher Corporation and the other banks and financial institutions
listed therein.

(g)(1) Complaint filed in the Ohio Federal District Court on March 7, 1996.

</TABLE>

<PAGE>

JOINDER AGREEMENT TO
DANAHER CORPORATION CREDIT AGREEMENT

THIS JOINDER AGREEMENT dated as of November 1, 1995 (this "JOINDER
AGREEMENT") to the Danaher Corporation Credit Agreement dated as of September
7, 1990 (as amended, the "CREDIT AGREEMENT") among DANAHER CORPORATION, a
Delaware corporation (the "COMPANY") and certain lenders ("LENDERS"), as
previously amended by the First Amendment dated as of June 25, 1991, the
Second Amendment dated as of September 23, 1991, the Third Amendment dated as
of March 24, 1992, the Fourth Amendment dated as of July 15, 1993, the Fifth
Amendment dated as of August 1, 1994, and the Sixth Amendment dated as of
September 1, 1995, each by and among Company, Guarantors (as defined in the
Credit Agreement), Lenders and Agent, is entered into by and among Company
and the Lenders listed on the signature pages hereto (the "ADDITIONAL
LENDERS"). Capitalized terms used and not otherwise defined in this Agreement
shall have the respective meanings given to such terms in the Credit
Agreement.

WHEREAS, Company has agreed to add the Additional Lenders as Lenders under
the Credit Agreement, and the Additional Lenders have agreed to become
Lenders under the Credit Agreement.

NOW, THEREFORE, in consideration of the terms and conditions herein
contained, Company and Additional Lenders hereby agree as follows:

A. JOINDER OF ADDITIONAL LENDERS. Company and each Additional Lender agree
that each Additional Lender is hereby made a party to the Credit Agreement.
Each Additional Lender is hereby designated as a "Lender" for all purposes of
the Credit Agreement, and is entitled to all benefits and rights, and subject
to all duties and obligations, under the Credit Agreement and the other Loan
Documents to the same extent as if it had executed copies of the original
Credit Agreement and all Amendments thereto. The Commitment of each Lender
under the Credit Agreement, including each Additional Lender, shall be as set
forth in Schedule B to the Credit Agreement, as in effect from time to time.

B. NOTICE ADDRESS INFORMATION. The notice address for each Additional
Lender is as set forth on the signature page to this Joinder Agreement.

C. REGISTER. The Company will record the Commitments of each Lender,
including each Additional Lenders on the Register, in accordance with the
provisions of the Credit Agreement.

D. ACKNOWLEDGMENT. Each Additional Lender acknowledges that it has
reviewed the terms and provisions of the Credit Agreement, including all
Amendments thereto.

E. GOVERNING LAW. This Joinder Agreement shall be deemed to be made under,
shall be governed by, and shall be construed and enforced in accordance with,
the internal laws of the State of New York without regard to principles of
conflicts of laws.

F. COUNTERPARTS; EFFECTIVENESS. This Joinder Agreement may be executed in
any number of counterparts, and by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument. This Joinder Agreement shall become effective on and as of
the date first above written upon the execution of a counterpart hereof by
Company and Additional Lenders.

IN WITNESS WHEREOF, the parties hereto have caused this Joinder Agreement
to be duly executed as of the date first above written.

COMPANY:
DANAHER CORPORATION

By: /s/
-------------------------------
Title: VP & Controller
----------------------------

<PAGE>

Signature Page to Joinder Agreement dated as of November 1, 1995 among
Danaher Corporation and the Additional Lenders identified below (page 1 of 2
pages).
ADDITIONAL LENDERS:

SunTrust Bank

By: /s/
-------------------------------

Notice Address:
P.O. Box 4418
Atlanta, Georgia 30302
Telecopier: (404) 588-8833

The Northern Trust Company

By: /s/
-------------------------------

Notice Address:
50 South LaSalle Street
Chicago, Illinois 60675
Telecopier: (312) 444-3508

The Sumitomo Bank, Limited

By: /s/
-------------------------------

Notice Address:
277 Park Avenue
New York, New York 10172
Telecopier: (212) 224-5188

<PAGE>

Signature Page to Joinder Agreement dated as of November 1, 1995 among
Danaher Corporation and the Additional Lenders identified below (page 2 of 2
pages).
Wachovia Bank of Georgia, N.A.

By: /s/
-------------------------------

Notice Address:
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
Telecopier: (404) 332-6898

The Sanwa Bank Limited

By: /s/
-------------------------------

Notice Address:
55 East 52nd Street
New York, New York 10055
Telecopier: (212) 754-1304

The Fuji Bank, Limited

By: /s/
-------------------------------

Notice Address:
Two World Trade Center
New York, New York 10048
Telecopier: (212) 321-9407

<PAGE>
SIXTH AMENDMENT TO
DANAHER CORPORATION CREDIT AGREEMENT

THIS SIXTH AMENDMENT dated as of September 1, 1995 (this "SIXTH
AMENDMENT") to the Danaher Corporation Credit Agreement dated as of September
7, 1990 (as amended, the "CREDIT AGREEMENT") among DANAHER CORPORATION, a
Delaware corporation (the "COMPANY") and THE LENDERS LISTED ON THE SIGNATURE
PAGES HEREOF ("LENDERS"), as previously amended by the First Amendment dated
as of June 25, 1991, the Second Amendment dated as of September 23, 1991, the
Third Amendment dated as of March 24, 1992, the Fourth Amendment dated as of
July 15, 1993, and the Fifth Amendment dated as of August 1, 1994, each by
and among Company, Guarantors (as defined in the Credit Agreement), Lenders
and Agent, is entered into by and among Company, Guarantors, Lender and
Agent. Capitalized terms used and not otherwise defined in this Agreement
shall have the respective meanings given to such terms in the Credit
Agreement.

RECITALS

WHEREAS, Company has requested that Lenders and Agent amend the Credit
Agreement to extend the Final Maturity Date, decrease the Applicable
Eurodollar Rate Pricing Margin, and eliminate certain covenants, and Lenders
have agreed to amend the Agreement for such purposes as hereinafter provided.

NOW, THEREFORE, in consideration of the terms and conditions herein
contained, Company, Guarantors and Lenders hereby agree as follows:

A. AMENDMENTS TO CREDIT AGREEMENT. Unless otherwise indicated, all
references herein to Sections and Subsections are references to Sections and
Subsections of the Credit Agreement.

(1) AMENDMENT TO CERTAIN DEFINED TERMS

(a) The definition of "Applicable Eurodollar Rate Pricing Margin"
contained in Subsection 1.1 is hereby deleted in its entirety and the
following is substituted therefor:

"Applicable Eurodollar Rate Pricing Margin means: during any
Pricing Period for which Company's Pricing Level is Pricing Level I,
.1875% per annum; during any Pricing Period for which Company's
Pricing Level is Pricing Level II, .3125% per annum; during any
Pricing Period for which Company's Pricing Level is Pricing Level III,
.4375%."

(b) The definition of "Final Maturity Date" contained in Subsection
1.1 is hereby deleted in its entirety and the following is substituted
therefor:

"Final Maturity Date means November 1, 2000."

(2) OTHER AMENDMENTS

(a) Subsections 4.4, 6.1, 6.3, 6.6 and 6.8 are hereby deleted in their
entirety.

B. LIMITATION OF AMENDMENT. Without limiting the generality of the
provisions of Section 9.7 of the Credit agreement, this Amendment shall be
limited precisely as written and relates solely to the amendment of the
Credit Agreement set forth in Section A hereof in the manner and to the
extent described therein, and this Amendment shall not be deemed to:

(1) be a consent to any waiver or modification of any other term or
condition of the Credit Agreement or any other Loan Document or of any
other instrument or agreement referred to therein; or

(2) prejudice any right or remedy which any of the Lenders may now
have (except to the extent such right or remedy is based upon existing
defaults which will not exist after giving effect to this Amendment) or
may have in the future under or in connection with the Credit agreement,
any other Loan Document or any other instrument or agreement referred to
therein.

C. REPRESENTATIONS AND WARRANTIES. In order to induce Lenders to enter
into this Sixth Amendment, Company hereby represents and warrants to each
Lender that:

<PAGE>

(1) The representations and warranties contained in the Credit
Agreement are true, correct and complete in all material respects on and
as of the date hereof to the same extent as though made on and as of the
date hereof;

(2) No event has occurred and is continuing or would result from the
execution, delivery or performance of this Sixth Amendment which
constitutes or would constitute an Event of Default or a Potential Event
of Default;

(3) Each Credit Party has performed in all material respects
agreements and satisfied all conditions which each Loan Document, as
modified by this Sixth Amendment, provides shall be performed by it on or
before the date hereof; and

(4) The execution, delivery and performance by Company of this Sixth
Amendment are within the corporate power of Company and have been duly
authorized by all necessary corporate action on the part of Company, and
this Sixth Amendment, as of the date it becomes effective, will constitute
a valid and binding agreement of Company, enforceable against Company in
accordance with its terms, subject to the effect of any applicable
bankruptcy, insolvency, reorganization or other laws relating to or
affecting the enforcement of creditors' rights generally or by equitable
principles. As of the date of this Sixth Amendment becomes effective, the
Credit Agreement will constitute a valid and binding agreement of Company,
enforceable against Company in accordance with its terms, subject to the
effect of any applicable bankruptcy, insolvency, reorganization or other
laws relating to or affecting the enforcement of creditors' rights
generally or by equitable principles.

D. ACKNOWLEDGMENT. Each Guarantor acknowledges that it has reviewed the
terms and provisions of the Credit Agreement and this Sixth Amendment and
consents to the amendment of the Credit Agreement effected by this Sixth
Amendment. Each Guarantor hereby confirms that the Guaranty to which it is a
party or otherwise bound will continue to guaranty, to the fullest extent
possible, the payment and performance of all Guarantied Obligations (as
defined in the applicable Guaranty), including, without limitation, the
payment and performance of all Obligations of Company now or hereafter
existing under or in respect of the Amended Agreement. Each Guarantor
acknowledges and agrees that (i) all of the Loan Documents to which it is a
party or otherwise bound shall continue in full force and effect and that all
of its obligations thereunder shall be valid and enforceable and shall not be
impaired or affected by the execution or effectiveness of this Sixth
Amendment; (ii) such Guarantor is not required by the terms of the Credit
Agreement or any other Loan Document to consent to the amendments to the
Credit Agreement effected by this Sixth Amendment; and (iii) nothing in the
Credit Agreement, this Sixth Amendment or any other Loan Document shall be
deemed to require the consent of any Guarantor to any future amendments to
the Credit Agreement or any other Loan Documents.

E. LOAN DOCUMENTS. (a) Company agrees to and acknowledges the terms and
provisions of this Sixth Amendment and confirms that each Loan Document shall
continue in full force and effect and that all of its obligations thereunder
shall be valid and enforceable and shall not be impaired or affected by the
execution of this Sixth Amendment, except as specifically provided herein.
Company represents and warrants that all representations and warranties
contained in each Loan Document are true, correct and complete in all
material respects as of the date hereof to the same extent as though made on
such date.

(b) Each Guarantor agrees that the word "Agent," as used in the
Guaranty to which such Guarantor is a party or otherwise bound, shall mean
"Guaranteed Parties (other than Agent)" at all times when Company is Agent
under the Credit Agreement.

F. EFFECT ON THE LOAN DOCUMENTS. From and after the date hereof, each
reference in the Credit Agreement to "this Agreement," "hereunder," "hereof,"
"herein" and words of like import referring to the Credit Agreement, and each
reference in the other Loan Documents to "Credit Agreement," "thereunder,"
"thereof," and words of like import referring to the Credit Agreement shall
mean and be a reference to the Credit Agreement as amended by this Sixth
Amendment. Except as specifically amended by this Sixth Amendment, the Credit
Agreement and the other Loan Documents shall remain in full force and effect
and are hereby ratified and confirmed.

<PAGE>

G. GOVERNING LAW. This Sixth Amendment shall be deemed to be made under,
shall be governed by, and shall be construed and enforced in accordance with,
the internal laws of the State of New York without regard to principles of
conflicts of laws.

H. COUNTERPARTS; EFFECTIVENESS. This Sixth Amendment may be executed in
any number of counterparts, and by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument. This Sixth Amendment shall become effective on and as of the
date first above written upon the execution of a counterpart hereof by
Company, Requisite Lenders and Guarantors.

IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment to
be duly executed as of the date first above written.

COMPANY:
DANAHER CORPORATION

By: /s/
---------------------------------
Title: VP & Controller
------------------------------

GUARANTORS:

DH HOLDINGS CORP.
EASCO HAND TOOLS, INC.
FAYETTE TUBULAR PRODUCTS, INC.
HENNESSY INDUSTRIES, INC.
JACOBS CHUCK MANUFACTURING COMPANY
JACOBS VEHICLE EQUIPMENT COMPANY
MATCO TOOLS CORPORATION
(formerly The Jacobs Manufacturing
Company)
VEEDER-ROOT COMPANY
DELTA CONSOLIDATED INDUSTRIES
DANAHER FINANCE COMPANY
QUALITROL CORPORATION

By: /s/
---------------------------------
Title: VP & Controller
------------------------------

<PAGE>

Signature Page to Sixth Amendment to Credit Agreement dated as of September
1, 1995 among Danaher Corporation and the Lenders identified below.

LENDERS:

BANK OF AMERICA ILLINOIS

By: /s/
---------------------------------
Title: Authorized Officer
-----------------------------

CREDIT SUISSE

By: /s/
---------------------------------
Title:
-------------------------------
Title:
-------------------------------

THE BANK OF TOKYO TRUST COMPANY

By: /s/
---------------------------------
Title:
------------------------------

THE BANK OF NOVA SCOTIA

By: /s/
---------------------------------
Title:
------------------------------

BANKERS TRUST (DELAWARE)

By: /s/
---------------------------------
Title:
------------------------------

<PAGE>

Signature Page to Sixth Amendment to Credit Agreement dated as of September
1, 1995 among Danaher Corporation and the Lenders identified below.

LENDERS:

CONTINENTAL BANK, NATIONAL
ASSOCIATION

By: /s/
---------------------------------
Title:
------------------------------

CREDIT SUISSE

By: /s/
---------------------------------
Title: Associate
------------------------------

By: /s/
---------------------------------
Title: Member of Senior Management
------------------------------

THE BANK OF TOKYO TRUST COMPANY

By: /s/
---------------------------------
Title:
------------------------------

THE BANK OF NOVA SCOTIA

By: /s/
---------------------------------
Title:
------------------------------

BANKERS TRUST (DELAWARE)

By: /s/
---------------------------------
Title:
------------------------------

CREDIT LYONNAIS

By: /s/
---------------------------------
Title:
------------------------------

<PAGE>

Signature Page to Sixth Amendment to Credit Agreement dated as of September
1, 1995 among Danaher Corporation and the Lenders identified below.

LENDERS:

THE FIRST NATIONAL BANK OF CHICAGO

By: /s/
---------------------------------
Title: Corporate Banking Officer
------------------------------

THE TORONTO-DOMINION BANK

By: /s/
---------------------------------
Title:
------------------------------

CHEMICAL BANK

By: /s/
---------------------------------
Title:
------------------------------

THE INDUSTRIAL BANK OF JAPAN
TRUST COMPANY

By: /s/
---------------------------------
Title:
------------------------------

NATIONSBANK OF NORTH CAROLINA, N.A.

By: /s/
---------------------------------
Title:
------------------------------

DRESDNER BANK AG. NEW YORK AND
GRAND CAYMAN BRANCHES

By: /s/
---------------------------------
Title:
------------------------------

<PAGE>

SCHEDULE B
AS AMENDED NOVEMBER 1, 1995

<TABLE>
<CAPTION>
BANK COMMITMENT PRO-RATA SHARE
- ------------------------------ --------------- --------------
<S> <C> <C>
Bank of America 20,000,000.00 8.0000%
Bank of Nova Scotia 20,000,000.00 8.0000%
Bank of Tokyo Trust Company 15,000,000.00 6.0000%
Bankers Trust Company 10,000,000.00 4.0000%
Chase Manhattan Bank 10,000,000.00 4.0000%
Chemical Bank 15,000,000.00 6.0000%
Credit Suisse 15,000,000.00 6.0000%
Dresdner Bank 15,000,000.00 6.0000%
First National Bank of Chicago 20,000,000.00 8.0000%
The Fuji Bank 10,000,000.00 4.0000%
Industrial Bank of Japan 15,000,000.00 6.0000%
NationsBank 20,000,000.00 8.0000%
The Northern Trust Co. 10,000,000.00 4.0000%
The Sanwa Bank 10,000,000.00 4.0000%
The Sumitomo Bank 10,000,000.00 4.0000%
SunTrust Bank 10,000,000.00 4.0000%
Toronto Dominion 15,000,000.00 6.0000%
Wachovia Bank 10,000,000.00 4.0000%
250,000,000.00
===============
</TABLE>

<PAGE>

IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF OHIO
EASTERN DIVISION

DANAHER CORPORATION
1250 24th Street, NW
Suite 800
Washington, D.C. 20037

and

WEC CORPORATION
1250 24th Street, NW
Suite 800
Washington, D.C. 20037

Plaintiffs,

ACME-CLEVELAND CORPORATION Case No. __________________
30100 Chagrin Boulevard
Pepper Pike, Ohio 44124 DISTRICT JUDGE _____________

and MAGISTRATE JUDGE ___________

DONNA OWENS, VERIFIED COMPLAINT FOR
Director of Commerce TEMPORARY RESTRAINING ORDER,
Department of Commerce PRELIMINARY AND PERMANENT
of the State of Ohio INJUNCTION AND DECLARATORY
77 South High Street JUDGMENT
23rd Floor
Columbus, Ohio 43266-0544

and

MARK HOLDERMAN
Commissioner of the Division of Securities
Department of Commerce of the State of Ohio
77 South High Street
22nd Floor
Columbus, Ohio 43266-0548

Defendants.

<PAGE>

COMPLAINT FOR TEMPORARY RESTRAINING ORDER
AND FOR PRELIMINARY AND PERMANENT
INJUNCTIVE RELIEF AND DECLARATORY JUDGEMENT

Plaintiffs, by their attorneys, as and for their complaint allege herein,
upon knowledge as to themselves and upon information and belief as to all
other matters, as follows:

NATURE OF THIS ACTION

1. Today, Plaintiff Danaher Corporation ("Danaher") and its wholly-owned
subsidiary, Plaintiff WEC Corporation ("WEC") have taken steps to commence an
all-cash premium Tender Offer (the "Tender Offer" or "Offer") for all of the
shares of common stock of Defendant Acme-Cleveland Corporation ("Acme") at a
price of $27.00 per share, representing a commitment of approximately $180
million. The Tender Offer contemplates a second-step follow-up merger (the
"Proposed Merger") whereby Plaintiffs would acquire all of the common shares of
Acme not tendered pursuant to the Tender Offer or otherwise.

2. Plaintiffs ask the Court to declare unconstitutional and enjoin
application and enforcement of: (a) certain provisions of the Control Share
Acquisition Act, Ohio Rev. Code Section 1701.831 (the "Control Act"), to the
extent they are sought to be applied to impair the voting rights of holders of
Acme's common shares pursuant to Ohio Rev. Code Section 1701.01(CC)(2); (b)
certain provisions of the Control Act, to the extent they prohibit the sale and
purchase of certain shares in interstate commerce; and (c) the Ohio Take-Over
Act, Ohio Rev. Code Sections 1707.041, 1707.042, 1707.23 and 1707.26 (the "Take-
over Act"), to the extent it is sought to be applied to the proposed acquisition
by Plaintiffs of all of the outstanding common shares of Acme.

3. Recently, this Court, in Luxottica Group S.p.A. v. United Shoe Corp.,
Case No. C2-95-244 (S.D. Ohio Mar. 16, 1995) (Graham, J.), declared certain
of the same

<PAGE>

challenged provisions of the Control Act, specifically Ohio Rev.
Code Section 1701.01(CC)(2), unconstitutional as applied to a tender offer.

4. The Control Act and the Take-Over Act are unconstitutional to the
extent they violate the Commerce Clause of the United States Constitution and
conflict with federal securities laws in violation of the Supremacy Clause of
the United States Constitution.

JURISDICTION

5. This action arises under Sections 14(a), 14(d), 14(e) and 28 of the
Securities Exchange Act of 1934 (the "Exchange Act"), 15 U.S.C. Section
78n(a), (d), and (e) and 15 U.S.C. Section 78bb, and the rules and
regulations promulgated thereunder, 17 C.F.R. Sections 240.14d-1 et seq., and
the Commerce and Supremacy Clauses of the United States Constitution, U.S.
Const. art. I, Section 8, cl. 3 and U.S. Const. art. VI, cl. 2.

6. Subject matter jurisdiction in this action is conferred on this Court
by:

(a) Section 27 of the Exchange Act, 15 U.S.C. Section 78aa, because this
action is brought to enforce rights and duties created by, among other
provisions, Section 28 of the Exchange Act, 15 U.S.C. Section 78bb;

(b) 28 U.S.C. Section 1331(a), because the matter in controversy arises
under the Constitution and laws of the United States;

(c) 28 U.S.C. Section 1332(a)(2), because there is diversity of
citizenship and the amount in controversy exceeds the sum of $50,000;

(d) 28 U.S.C. Section 1343(a)(3), because this action is brought to
prevent the violation of rights protected by the Constitution and laws of the
United States; and

<PAGE>

(e) 28 U.S.C. Section 1337(a), because the action arises under the
Exchange Act, an Act of Congress regulating commerce.

THE PARTIES

7. Plaintiff Danaher, a Delaware corporation with its principal place of
business in Washington, D.C., designs, manufactures and markets industrial
and consumer products with strong brand names, proprietary technology and
major market positions in three principal businesses: tools, process/
environmental controls and transportation. Danaher employs approximately
10,000 people throughout the United States, Europe, Canada, Japan, Brazil and
Australia. Danaher beneficially owns approximately 305,000 shares of Acme's
common stock.

8. Plaintiff WEC, a Delaware corporation with its principal place of
business in Washington, D.C., is a wholly owned subsidiary of Danaher.

9. Defendant Acme is a publicly held corporation with its principal place
of business in Pepper Pike, Ohio. Acme's stock is registered with the
Securities and Exchange Commission. Acme manufactures and sells products
utilized in certain industries, including precision and industrial control
products used by manufacturers. As of September 30, 1995, Acme reported total
stockholder equity of $84,901,000 and net earnings of $42,503,000 for the
fiscal year ending on that date.

10. Defendant Mark Holderman (the "Commissioner") is a citizen and
resident of Ohio and is the Commissioner of the Division of Securities,
Department of Commerce of the State of Ohio (the "Securities Division").
Pursuant to Ohio Rev. Code Section 1707.46, the

<PAGE>

Securities Division is charged with the enforcement of all laws and rules
enacted to regulate the sale of securities. In the enforcement of those laws,
the Commissioner is empowered, inter alia, to conduct hearings and
investigations (Ohio Rev. Code Sections 1707.041, 1707.23), issue cease and
desist orders (Ohio Rev. Code Section 1707.23) and seek court-ordered injunctive
relief (Ohio Rev. Code Section 1707.23). Further, the Commissioner is empowered,
pursuant to Ohio Rev. Code Section 1707.23(E) and (H), to enforce certain
criminal provisions and may refer certain enforcement matters to the Attorney
General and the Prosecuting Attorney.

11. Defendant Donna Owens is a citizen and resident of Ohio and is the
Director of Commerce, Ohio Department of Commerce. The Department of Commerce
has authority to enforce provisions of the Take-Over Act.

12. The Attorney General of Ohio, Betty D. Montgomery, is being served
with a copy of this Verified Complaint.

THE TENDER OFFER

13. WEC, through Danaher, today is initiating the all-cash Tender Offer
for all shares of Acme's common stock. The Offer is being made to Acme's
shareholders throughout the United States and elsewhere. The Tender Offer
constitutes a major transaction in interstate commerce, representing a
commitment of approximately $180 million. The Offer is not subject to any
financing conditions.

14. The Tender Offer will be advertised nationally by use of the financial
press and by interstate mail services. The Tender Offer will be distributed
to Acme's share-

<PAGE>

holders throughout the country and elsewhere by the use of the
mails and other instrumentalities and facilities of interstate commerce.

15. The Tender Offer is being made in full compliance with federal laws
and regulations governing tender offers--the provisions of the Williams Act
(embodied in Sections 13(d) and 14(d) and (e) of the Exchange Act, 15 U.S.C.
Sections 78m(d), 78n(d) and (e)), and the rules and regulations promulgated
thereunder. In connection with the Tender Offer, a Schedule 14D-1 will be
filed with the Securities and Exchange Commission (the "SEC") pursuant to
Section 14(d)(1) of the Exchange Act and Rule 14d-1 promulgated thereunder.
Plaintiffs also have filed a Form 041, together with the aforesaid Schedule
14D-1, the Offer to Purchase and all other exhibits thereto, with the
Securities Division, without prejudice to Plaintiffs' position that the
Take-Over Act is unconstitutional or inapplicable to the Tender Offer. In
addition, Plaintiffs delivered an Acquiring Person Statement to Acme pursuant
to the Control Act, again without prejudice to Plaintiffs' position that the
Control Act is unconstitutional to the extent it is applied to impair certain
voting and disposition rights.

THE WILLIAMS ACT

16. The Williams Act was enacted by Congress to provide a comprehensive
uniform national system regulating all aspects of interstate cash tender
offers. In enacting the Williams Act, Congress recognized that tender offers
serve beneficial economic functions by, among other things, providing
investors with an opportunity to sell their shares at advantageous premiums
over prevailing market prices.

<PAGE>

17. The Williams Act reflects the intent of Congress that the success or
failure of interstate tender offers for the shares of public corporations
should be left to the free and informed investment judgment of the
marketplace. Accordingly, the purpose of the Williams Act is not to defeat or
discourage tender offers, but to establish even-handed regulation that favors
neither the offeror nor the incumbent management of the target corporation.

18. It is also a purpose of the Williams Act to promote informed decisions
by shareholders concerning the desirability of a tender offer. Accordingly,
the Williams Act requires that shareholders promptly be given all material
information with respect to a tender offer so that they may make their
investment decision in possession of full and complete information.

19. Pursuant to the authority vested in it by Section 23(a)(1), 15 U.S.C.
Section 78w(a)(1), and other provisions of the Exchange Act, the SEC has,
from time to time, promulgated rules and regulations in furtherance of the
comprehensive Congressional scheme embodied in the Williams Act and elsewhere
in the Exchange Act. By mandate of federal law, tender offers are subject to
a comprehensive regulatory scheme and timetables. Congress also established
minimum time periods, deemed necessary for the protection of investors,
during which the offer must remain outstanding and during which shareholders
can withdraw tendered shares. 17 C.F.R. Sections 240.14d-7(a), 240.14e-1(a).
Conspicuously absent from this pervasive regulatory scheme are any provisions
that restrict or substantially delay tender offers or permit

<PAGE>

administrative review concerning the fairness of the terms of the tender offer
or the effectiveness of tender offer disclosure.

THE CONTROL SHARE ACQUISITION ACT

20. Through the adoption of Section 1701.831, Ohio regulates "Control
Share Acquisitions" as defined in Ohio Rev. Code Section 1701.01(Z)(1).

21. A "Control Share Acquisition" means "the acquisition, directly or
indirectly, by any person of shares of an issuing public corporation that,
when added to all other shares of the issuing public corporation in respect
of which such person may exercise or direct the exercise of voting power . . .
would entitle such person, immediately after such acquisition, directly or
indirectly, alone or with others, to exercise or direct the exercise of the
voting power of the issuing public corporation in the election of directors
within [specified] ranges of such voting power . . ." Ohio Rev. Code Section
1701.01 (Z)(1). Acme is an issuing public corporation as defined by the
Control Act. Ohio Rev. Code Section 1701.01(Y).

22. The Control Act provides that any control share acquisition "shall be
made only with the prior authorization of the shareholders of such
corporation in accordance with this section." Ohio Rev. Code Section
1701.831(A). Therefore, by the terms of the Control Act, Plaintiffs cannot
proceed with their Tender Offer until they receive the approval of the Acme
shareholders.

23. According to Section 1701.831, unless the articles of incorporation or
the regulations of an issuing public corporation provide otherwise, "any
control share acquisition of [such] corporation shall be made only with the
prior authorization by the shareholders"

<PAGE>

by the affirmative vote of a majority of the voting power of the issuing
corporation in person or by proxy and a majority of the portion of such voting
power not comprised of "interested shares." Ohio Rev. Code Section
1701.831(E)(1). Thus, assuming quorum requirements are met, the "control share
acquisition" must be approved by both a majority of all shares present at the
meeting in person or by proxy and a majority of only the non-interested shares
present at the meeting in person or by proxy.

24. Plaintiffs' Tender Offer proposes a control share acquisition.

25. Under the statute, Plaintiffs will be required to deliver to Acme an
acquiring person statement containing specific information. Within ten days
of receipt of the qualifying acquiring person statement, the directors of
Acme must call a special meeting of shareholders (the "831 Special Meeting")
to vote on the proposed control share acquisition. Ohio Rev. Code Section
1701.831(C). Unless otherwise agreed to, the 831 Special Meeting must be held
within fifty days after receipt of the acquiring person statement.

26. A quorum must be present at the 831 Special Meeting. A quorum is
defined as representation at the meeting in person or by proxy of a majority
of the voting power of Acme in the election of directors and a majority of
such voting power excluding "interested shares." Ohio Rev. Code Section
1701.831(E)(1). Thus, the 831 Special Meeting can proceed only if a majority
of Acme's outstanding common shares and a majority of non-"interested shares"
are present at the meeting in person or by proxy.

<PAGE>

THE INTERESTED SHARES PROBLEM

27. For both quorum and voting purposes, the Control Act requires a
determination of which shares are "interested shares." The Ohio General
Assembly, in 1990, amended Section 1701.01(CC) to include as "interested
shares":

[A]ny shares of an issuing public corporation acquired, directly or
indirectly, by any person from the holder thereof for a valuable
consideration during the period beginning with the date of the first
public disclosure of a proposed control share acquisition of the issuing
public corporation or any proposed merger, consolidation or other
transaction which would result in a change in control of the corporation
or all or substantially all of its assets, and ending on the date of any
special meeting of the corporation's shareholders held thereafter pursuant
to section 1701.831 . . . of the Revised Code, for the purpose of voting
on a control share acquisition proposed by any acquiring person if either
of the following apply:

(a) The aggregate consideration paid or given by the person who
acquired the shares, and any other person acting in concert with him,
for all such shares exceeds two hundred fifty thousand dollars;

(b) The number of shares acquired by the person who acquired the
shares, and any other persons acting in concert with him, exceeds
one-half of one per cent of the outstanding shares of the corporation
entitled to vote in the election of directors.

OHIO REV. CODE SECTION 1701.01(CC)(2)

28. In order to comply with the statute, and to discern which shares are
"interested" and which are not, the statute requires, inter alia,
identification not only of beneficial owners but the aggregate price paid for
the securities, the time of the purchases, the identity of the sellers (both
direct and indirect) and whether such owner is acting in concert with any
other person.

<PAGE>

29. This determination is virtually impossible to meet because it requires
access to information which is not generally available and cannot be
obtained.

30. Corporations like Acme are not required by Ohio Rev. Code Section
1701.37 to maintain shareholder records that identify beneficial owners; only
the identification of the names and addresses of record shareholders is
required. Nor are corporations obligated, by virtue of Ohio Rev. Code Section
1701.37, to keep track of the other information needed to identify
"interested shares".

31. Moreover, a substantial portion of Acme's shares are held by clearing
agencies and by brokers and banks as record holders for the beneficial
owners. Such record holders cannot be forced to disclose the names, addresses
or holdings of beneficial owners who wish to remain anonymous and are intent
on maintaining the confidentiality of information such as the prices paid for
the shares, when such shares were acquired, or whether such holders are
acting in concert with any other person. Even as to record holders who are
beneficial owners, the data kept pursuant to Section 1701.37 does not require
that corporations maintain the type of information needed to determine whether
shares are "interested" under Section 1701.01(CC)(2). Ohio Rev. Code Sections
1701.01(CC)(2), 1701.37.

32. Because this information is unavailable, it is practically impossible
to determine at the 831 Special Meeting which shares are "interested" and
which are not. Without knowing to a certainty which shares are "interested,"
there is no practical way to determine whether a quorum of non-interested
shares is present and whether a majority of non-interested shares have voted
in favor of the acquisition. Section 1701.01(CC)(2) renders

<PAGE>

compliance with the statutory requirements of obtaining approval of the Tender
Offer practically impossible.

33. The information required to be disclosed to determine "interested
shares" by the statute also conflicts with and impedes federal proxy laws and
rules. Section 14 of the Exchange Act, 15 U.S.C. Section 78n, regulates the
solicitation of proxies and related matters.

34. SEC Rules 14b-1 and 14b-2 require clearing agencies, securities
brokers and banks holding record ownership of stock for beneficial owners to
provide a company upon request with the names, addresses and securities
positions of the beneficial owners "who have not objected to disclosure of
such information." The Rules thus expressly recognize the right of a
beneficial owner to keep confidential both its identity and holdings.
Moreover, the Rules do not authorize a company to compel disclosure of any of
the information upon which the "interested share" definition turns--including
the price paid for the securities, the date of purchase, or whether the
beneficial owner is acting in concert with any other person. Nor can the
information relevant to an "interested" share determination be gleaned from
shareholder reports filed pursuant to Section 13 of the Exchange Act, 15
U.S.C. Section 78m. Such reports must be filed only by owners of five percent
of a corporation's common shares, and the "interested" share definition in
Section 1701.01(CC)(2) relates to persons holding as little as one-half of
one percent of outstanding shares. Section 1701.09(CC)(2) conflicts with, and
is preempted by, the federal proxy rules.

35. Ohio Rev. Code Sections 1701.01(CC)(2) and 1701.831(E)(1) remain as an
obstacle to the accomplishment of the purposes and objects of both the
Williams Act and the

<PAGE>

federal proxy rules. These statutes give management a means of blocking or
substantially delaying a shareholder vote; they operate to favor entrenchment by
management by excluding from one of the votes required by Section 1701.831
certain shares of Acme trading after the tender offer announcement; they exclude
certain shares from their rightful voice in the voting; they make it impossible
to discern whether a requisite shareholder vote has been obtained; they
impermissibly delay the tender offer timetables established in the Williams Act
and they operate in derogation of the federal proxy rules.

36. One of the purposes of the Williams Act is to avoid undue delay in
the consummation of tender offers. Reflecting this purpose, Congress in
Section 14(d)(5) of the Exchange Act provided for the right of a shareholder
tendering its shares in a tender offer to withdraw the tender if the
transaction has not been consummated within sixty (60) days after the
original offer. 15 U.S.C. Section 78n(d)(5).

37. However, since the 831 Special Meeting may, pursuant to Section
1701.831(C), be held by the board of directors up to 50 days after delivery
of an acquiring person statement, the significant added delay required in
attempting to contact shareholders following the 831 Special Meeting to
determine which shares are "interested" will create a situation where the
Tender Offer cannot be consummated until long after the 60-day period
referenced in the Williams Act has passed.

38. Therefore, Section 1701.01(CC)(2) frustrates the purpose of the
Williams Act and must be declared unconstitutional, and its enforcement and
application enjoined.

<PAGE>

THE PROHIBITION ON PURCHASE AND SALES

39. The Control Act is substantially more restrictive than other states'
analogous statutes and substantially more restrictive than is required to
achieve the statute's stated purposes as set forth in Ohio Rev. Code Section
1701.832. While most--if not all--other state legislatures that have chosen
to adopt a control share acquisition statute to regulate tender offers have
merely restricted the voting rights of "control shares" acquired (and do not
have the challenged "interested share" feature), Ohio prohibits even the
purchase and sale of the shares themselves, absent prior shareholder
approval.

40. The Control Act, therefore, attempts to directly regulate, and to
unduly burden, interstate commerce by placing unnecessary restrictions on
alienation of shareholders' property. By contrast--and far less burdensome on
interstate commerce--other states' control share acquisition acts merely
incidentally affect interstate commerce by restricting the right to vote the
sold shares, leaving intact all other indices of ownership of the shares.

41. While the effect on interstate commerce of the Control Act is both
direct and substantial, the putative local benefits are negligible at best.
This is especially so where, as here, the means used to achieve the Control
Act's purported objectives could be achieved in a manner much less burdensome
to interstate commerce. Moreover, the Control Act applies to corporations
incorporated in Ohio that have a principal place of business, a principal
executive office, or substantial assets in Ohio. Ohio Rev. Code Section
1701.01(Y). Therefore, the Control Act does not even require that any Ohio
shareholder be affected for the statute to be invoked.

<PAGE>

OHIO'S TAKE-OVER STATUTE

42. The Ohio Take-Over Act (the "Take-Over Act"), Ohio Rev. Code Section
Section 1707.041, 1707.042, 1707.23 and 1707.26, requires disclosure which
is, in part, duplicative of that required under federal law. However, the
Take-Over Act also requires disclosure of additional information that need
not be disclosed in a Schedule 14D-1 or in tender offer materials furnished
to offerees pursuant to the Williams Act:

a. information regarding plans or proposals of the offeror to make changes
in employee benefit plans, reduce the work force or to close any plants or
facilities;

b. complete information on the organization and operations of the offeror
including:

i. a description of the offeror's capital stock and long term
debt:

ii. financial statements for the current period and for the three
most recent annual accounting periods;

iii. a description of the location and general character of
principal physical properties;

iv. a description of pending legal proceedings other than routine
litigation;

v. a brief description of the business done and projected by the
offeror and the general development of offeror's business over
the past three years;

vi. the amount of any material interest, direct or indirect, of any
of the offeror's officers or directors in any material
transaction during the past three years, or any proposed
material transactions, to which the offeror was or is to be a
party; and

c. "[s]uch other and further documents, exhibits, data and information as
may be required by regulations of the division of securities, or as may be

<PAGE>

necessary to make fair, full and effective disclosure to offerees of all
information material to a decision to accept or reject the offer." Ohio Rev.
Code Section 1701.041(A)(2)(d), (f), (g), (h). These disclosures must be
filed with the Securities Division and delivered to the subject company and
Ohio offerees.

43. The Take-Over Act violates the Commerce Clause because it imposes an
impermissible direct and unreasonable burden on interstate commerce by
allowing the Securities Division to suspend tender offers indefinitely and by
imposing disclosure obligations upon tender offerors that are additional to
those required under the Williams Act without a corresponding benefit to
shareholders. This burden is clearly excessive given that any local benefits
are minimal.

44. The Take-Over Act also violates the Commerce Clause because it
discriminates against out-of-state shareholders by requiring tender offerors
to make purportedly material disclosures only to in-state shareholders.

45. The Take-Over Act imposes impermissible burdens upon bidders, in
conflict with the Williams Act, 15 U.S.C. Section 78n(d), (e), and the
regulations thereunder, to the extent that the Take-Over Act requires that
offerors provide to the company being acquired, the Division and Ohio
offerees materials (with respect to the financial condition and history of
the offerors, plans relating to employees and an open-ended requirement for
additional information) beyond the requirements of the Williams Act. These
provisions stand in contravention of the Williams Act (and its timetable for
tender offers), which does not provide for substantive administrative review
of the effectiveness of tender offer disclosures or other deficiencies.

<PAGE>

46. Additionally, according to the Take-Over Act, the Securities Division
may "summarily suspend the continuation to the control bid." Ohio Rev. Code
Section 1707.041(A)(3). Moreover, following a hearing, the Securities
Division may "maintain the suspension of the continuation of the control bid"
under certain circumstances "subject to the right of the offeror to correct
disclosure and other deficiencies indentified by the division and to
reinstitute the control bid by filing new or amended information pursuant to
this section." Ohio Rev. Code Section 1707.041(A)(4).

47. Suspension of a control bid would have the practical effect of
impeding, and possibly halting, a tender offer throughout the nation.

48. The Take-Over Act is preempted by the Williams Act and is contrary, in
numerous respects, to the goals and policies Congress established in that
Act. The Take-Over Act's provisions also conflict with the explicit timetable
of the Williams Act.

PLAINTIFF'S TENDER OFFER FULLY COMPLIES
WITH ALL DISCLOSURE OBLIGATIONS MANDATED
BY FEDERAL LAW

49. Plaintiff's Tender Offer is being made in full compliance with all of
the federal laws and regulations governing tender offers, including the
provisions of the Williams Act and the rules and regulations promulgated
thereunder. For example, Plaintiffs have filed a Schedule 14D-1 which
discloses, among other information: the title and class of securities and
subject company, the identity and background of Plaintiffs, whether there
have been past contracts, transactions or negotiations with Acme, the source
and amount of funds or other consideration concerning the purchase, the
purpose of the tender offer and the plans or

<PAGE>

proposals of Plaintiffs with respect thereto, Plaintiffs' interest in the
securities of Acme, a description of contracts, arrangements, understandings or
relationships with respect to Acme's securities and the identity of certain
persons retained, employed or to be compensated, and financial information of
Plaintiffs.

50. Without prejudice to Plaintiffs' position concerning the
constitutionality of certain provisions of the Ohio General Corporation Code,
Plaintiffs also have filed a Form 041 together with the Schedule D-1, the
Offer to Purchase and all other exhibits thereto, with the Securities
Division. In addition, Plaintiffs have delivered an Acquiring Person
Statement to Acme pursuant to the Control Act, again without prejudice to
Plaintiffs' position that the Control Share Acquisition Act is
unconstitutional to the extent it is applied to impair certain voting,
acquisition and disposition rights.

51. In order to ascertain their rights and to eliminate the uncertainty
Plaintiffs face in the event that Defendants seek to challenge the Tender
Offer, Plaintiffs seek a declaration that they have complied fully with the
laws regulating tender offers.

CLAIMS FOR RELIEF

The Control Share Acquisition Act,
by Virtue of Ohio Rev. Code
Section 1701.01(CC)(2), Violates the
Supremacy Clause Of the United States
Constitution and Section 28 of the Exchange Act
(COUNT ONE)

52. Plaintiffs repeat and reallege the contents of the preceding
paragraphs as if fully set forth herein.

<PAGE>

53. The Control Act unconstitutionally impairs the rights of Acme's
shareholders and is in direct conflict with the Exchange Act and the rules
and regulations promulgated thereunder. The Control Act gives incumbent
management a weapon to entrench itself, thereby upsetting the balance and
neutrality that the Williams Act is meant to preserve in nationwide tender
offers and deprives the shareholders of the rights, guaranteed by federal
law, freely to consider and accept tender offers. The Control Act imposes
proxy requirements which are in direct conflict with those promulgated under
federal law. The Control Act also effectively functions to prohibit
nationwide tender offers by rendering compliance with Section 1701.831 a
practical impossibility. The Control Act further conflicts with timetables
for tender offers established by federal law.

54. Ohio Rev. Code Section 1701.831(E)(1), by virtue of Ohio Rev. Code
Section 1701.01(CC)(2), is unconstitutional and invalid as applied to the
Plaintiffs' Tender Offer under the Supremacy Clause of the United States
Constitution, U.S. Const. art. VI, cl. 2, and violates and is preempted by
Section 28(a) of the Exchange Act, 15 U.S.C. Section 78bb(a), which prohibits
and preempts state regulation that conflicts with the provisions of the
Exchange Act and the rules and regulations promulgated thereunder.

55. Plaintiffs have no adequate remedy at law. Any attempt to apply the
Control Act to the Offer would impermissibly restrict the interstate market
for corporate control established by the Williams Act, thereby frustrating
Congress' purposes and objectives and would thus violate the Supremacy Clause
of the United States Constitution.

<PAGE>

THE CONTROL ACT CREATES AN
UNLAWFUL BURDEN ON INTERSTATE COMMERCE

(COUNT TWO)

56. Plaintiffs repeat and reallege the contents of the preceding
paragraphs as if fully set forth herein.

57. The Control Act is invalid, unconstitutional, null and void, in
violation of the Commerce Clause of the United States Constitution, U.S.
Const. art. I, Section 8, cl. 3, because it places an impermissible, direct
burden on interstate commerce that outweighs any putative local benefits.

58. The Control Act places an undue and direct burden on interstate
commerce by restricting outright the purchase and/or sale of "control
shares."

59. Plaintiffs have no adequate remedy at law. Because the Control Act
violates the Commerce Clause by, inter alia, depriving certain persons of the
rights of share ownership by severely restricting the disposition of control
shares, defendants should be enjoined from enforcing the Control Act on the
grounds that it is unconstitutional.

THE TAKE-OVER ACT VIOLATES THE COMMERCE
CLAUSE OF THE UNITED STATES CONSTITUTION

(COUNT THREE)

60. Plaintiffs repeat and reallege the contents of the preceding
paragraphs as if fully set forth herein.

<PAGE>

61. The Take-Over Act imposes a substantial, adverse and direct burden on
interstate commerce because, among other things, in violation of the Commerce
Clause of the United States Constitution, U.S. Const. art. I, Section 8, cl.
3, because the Take-Over Act:

a. grants to the Securities Division power to suspend the Tender Offer in
the State of Ohio, which would effectively prevent Plaintiffs from going
forward with the Tender Offer nationwide;

b. imposes disclosure requirements which exceed those required under
federal law;

c. deprives Plaintiffs of the federally protected right to buy securities
from willing sellers throughout the United States free of state law
impediments;

d. exerts a powerful constraint upon transactions in securities between
willing buyers and willing sellers throughout the United States;

e. impedes the infusion of millions of dollars into interstate commerce by
means of tender offers and interferes with efficient allocation of economic
resources;

f. creates unnecessary, duplicative and wasteful expenses for companies
engaged in interstate commerce and for persons who use the national
securities exchanges; and

g. discriminates between Ohio and non-resident shareholders.

62. Shareholders of Acme reside throughout the United States and the
Tender Offer will take place in interstate commerce.

63. The Take-Over Act is invalid and unconstitutional because it places a
substantial and facially discriminatory burden on interstate commerce which
outweighs any putative local benefits, in violation of the Commerce Clause of
the United States Constitution, U.S. Const. art. I, Section 8, cl. 3

64. Plaintiffs have no adequate remedy at law.

<PAGE>

THE TAKE-OVER ACT VIOLATES THE SUPREMACY
CLAUSE OF THE UNITED STATES CONSTITUTION
AND SECTION 28 OF THE EXCHANGE ACT

(COUNT FOUR)

65. Plaintiffs repeat and reallege the contents of the preceding
paragraphs as if fully set forth herein.

66. The Take-Over Act frustrates the objectives of, and is in direct
conflict with, the Exchange Act and the rules and regulations promulgated
thereunder in at least the following respects:

a. the Division may prohibit a tender offer from proceeding and thereby
frustrate the federal scheme which provides for each shareholder to decide
whether to accept a tender offer;

b. the Take-Over Act imposes disclosure requirements in addition to those
required by federal law;

c. the Take-Over Act represents an attempt to assert the legislative power
of the State of Ohio over a subject matter over which the federal government
has developed a comprehensive body of law;

d. the Take-Over Act unlawfully authorizes the Commissioner of the
Division of Securities to suspend a tender offer and to pass on the fairness
of the disclosure; and

e. the Take-Over Act creates the potential for unseemly conflict between
federal and state proceedings by permitting a state official to halt a
nationwide tender offer based upon his examination of materials which meet
applicable federal law.

67. By establishing policies, standards and procedures that conflict with
and are obstacles to the objectives of Congress expressed in the Section
28(a) of the Exchange Act, 15 U.S.C. Section 78bb(a), and the rules and
regulations promulgated thereunder, the Take-

<PAGE>

Over Act is invalid and unconstitutional as applied to the Tender Offer under
the Supremacy Clause of the United States Constitution, U.S. Const. art. VI,
cl. 2.

68. Plaintiffs have no adequate remedy at law.

DECLARATION THAT PLAINTIFFS
ARE IN FULL COMPLIANCE WITH APPLICABLE LAWS
AND REGULATIONS GOVERNING TENDER OFFERS

(COUNT FIVE)

69. Plaintiffs repeat and reallege the contents of the preceding
paragraphs as if fully set forth herein.

70. Plaintiffs are entitled to a judgment declaring that their Tender
Offer is in full compliance with applicable laws governing such offers.

DECLARATION THAT DEFENDANTS
ARE PROHIBITED FROM TAKING ANY ACTION
TO IMPEDE THE TENDER OFFER

(COUNT SIX)

71. Plaintiffs repeat and reallege the contents of the preceding
paragraphs as if fully set forth herein.

72. Plaintiffs also ask this Court to declare that Defendants are
prohibited from taking any action that would impede Plaintiffs' ability to
call a special meeting pursuant to Section 2 of Acme's Regulations as adopted
November 7, 1990. At this meeting, Plaintiffs intend to propose that Acme's
shareholders remove all of the incumbent directors of Acme and elect the
nominees of the Plaintiffs as directors to fill the vacancies created
thereby. Plaintiffs ask this court to enjoin Defendants from taking any
action that would create obstacles to the

<PAGE>

Tender Offer in violation of the duties owed by Defendants to Acme's
shareholders including taking any action that would impede the effectuation of
the special meeting to remove Acme's directors and the 831 meeting contemplated
by Ohio Rev. Code Section 1701.831.

IRREPARABLE INJURY

73. Unless preliminary and permanent injunctive relief is granted,
Plaintiffs and Acme's shareholders will be irreparably injured in that
application of the Control Act would improperly delay the proposed Tender
Offer, impairing rights afforded under the United States Constitution and
federal law. Plaintiffs are in danger of losing the opportunity to attempt to
acquire Acme's stock. Such loss could not be compensated by money damages.

74. Unless temporary, preliminary and permanent injunctive relief is
granted, shareholders of Acme may be deprived of their right to freely
consider and avail themselves of the Tender Offer and to sell their shares to
Plaintiffs in the Tender Offer at the substantial premium over market prices
offered pursuant to the Tender Offer.

75. Unless restrained, Defendants may seek to invoke or enforce the
Take-Over Act against Plaintiffs in connection with the Tender Offer. Actual
or threatened invocation of enforcement of the Take-Over Act will cause
immediate, serious and irreparable injury to Plaintiffs and to the
shareholders of Acme, none of whom has an adequate remedy at law.

76. Unless the relief requested with respect to the enforcement of the
statutes in Plaintiffs' prayer for relief is granted, Plaintiffs will be
deprived of their federal right to engage in interstate commerce by making a
tender offer in compliance with federal law

<PAGE>

governing such offers without being hindered or delayed by additional
substantial burdens, such as those imposed by the Ohio statutes.

77. Interfering with a tender offer denies investors the right to sell
their shares at a premium.

78. Absent the relief sought, Plaintiffs also face substantial, immediate
and irreparable injury in the following respects:

a. Plaintiffs face the difficulty of proceeding nationwide if there is a
"summary suspension" in Ohio, and the inability to consummate the Tender
Offer if the Securities Division denies the permission to proceed with the
Tender Offer, because they will be effectively unable to purchase Acme shares
nationwide;

b. The confusion, delay, or litigation resulting from any attempt to
enforce the Take-Over Act will adversely affect the Plaintiffs' ability to
purchase shares pursuant to the Tender Offer nationwide and could be used by
Acme's management to frustrate the Tender Offer and deprive Acme's
shareholders of choosing whether or not to tender their shares;

c. Acme's shareholders may be discouraged from accepting the Tender Offer
because of uncertainty surrounding the Take-Over Act;

d. Acme's shareholders may be further subjected to corporate governance
inconsistent with their own best interests, and Plaintiffs may be unable to
comply with the illegal vote required by the Control Act;

e. Acme's shareholders may be deprived of the meaningful opportunity to
receive the benefits of Plaintiffs' all-cash premium Offer;

f. The ability to consummate the Tender Offer may be impeded as a result
of Acme's failure to consider and evaluate the Tender Offer proposal; and

g. The ability to consummate the Tender Offer may be precluded by the
institution of defensive measures to impede the proposed acquisition.

<PAGE>

WHEREFORE, Plaintiffs respectfully request that this Court enter an Order:

(a) declaring and adjudging that the Control Act and the Take-Over Act are
unconstitutional as applied to the Tender Offer;

(b) temporarily, preliminarily and permanently enjoining Defendants, their
respective assigns and successors, their directors, officers, agents,
employees, attorneys, servants and shareholders and all persons acting in
concert or participation with them from taking any actions to enforce or
apply the Take-Over Act to the Tender Offer;

(c) declaring and adjudging that Ohio Rev. Code Section 1701.831(E)(1), by
virtue of Ohio Rev. Code Section 1701.01 (CC)(2), is unconstitutional as
applied to the Tender Offer and enjoining Defendants, their respective
assigns and successors, their directors, officers, agents, employees,
attorneys, servants and shareholders and all persons in active concert or
participation with them from taking any actions to enforce or apply the
Control Act to the Tender Offer;

(d) preliminarily and permanently enjoining Defendants from classifying or
treating any Acme shares as "interested shares" pursuant to Ohio Rev. Code
Section 1701.01 (CC)(2) for purposes of conducting the vote on the proposed
share acquisition under Ohio Rev. Code Section 1701.831(E)(1);

(e) declaring and adjudging that any actions that would be taken by
Defendants to impede the Tender Offer by, inter alia, interfering with the
special meetings would be violative of Ohio law;

<PAGE>

(f) awarding Plaintiffs their costs and disbursements in this action,
including reasonable attorneys' fees; and

(g) granting such other and further relief as the Court may deem just and
proper.
Respectfully submitted,

/s/ N. Victor Goodman
_____________________________
N. Victor Goodman (0004912),
Trial Attorney
Mark D. Tucker (0036855)
BENESCH, FRIEDLANDER, COPLAN
& ARONOFF, P.L.L.
88 East Broad Street
9th Floor
Columbus, Ohio 43215
TELE: (614) 223-9300
FAX: (614) 223-9330

Robert 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

<PAGE>

VERIFICATION

C. Scott Brannan for his declaration pursuant to 28 U.S.C. Section 1746
states:

I am Vice President of plaintiff Danaher Corporation. I have read the
foregoing complaint. The matters alleged therein are true to the best of my
knowledge, information and belief.

I declare under penalty of perjury, that the foregoing is true and
correct.

Executed on 7 March, 1996.

/s/ C. Scott Brannan
______________________
C. Scott Brannan