Call Special Meeting
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(A)
of the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Acme-Cleveland Corporation
(Name of Registrant as Specified in its Charter)
Danaher Corporation
WEC Acquisition Corporation
(Name of Person(s) Filing Proxy Statement)
--------------------
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[X] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
Common Shares, par value $1 per share ("Common Shares"), and Series A
Convertible Preferred Shares, without par value (the "Preferred
Shares" and, together with the Common Shares, the "Shares")
(2) Aggregate number of securities to which transaction applies:
6,737,786 Shares, consisting of 6,411,578 Common Shares, 161,374
Preferred Shares and 469,834 Shares issuable upon conversion of
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Options (less 305,000 Shares owned by Parent or any of its
affiliates).
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): As
provided by Rule 0-11(c), the filing fee is based upon 1/50th of 1%
of $27, the amount to be paid per Share, multiplied by 6,737,786
Shares.
(4) Proposed maximum aggregate value of transaction:
$181,920,222
(5) Total fee paid: $36,384.04
[X] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: $36,384.04
(2) Form, Schedule or Registration Statement No.: Schedule
14D-1
(3) Filing Party: WEC Acquisition Corporation and Danaher
Corporation
(4) Date Filed: March 8, 1996
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Preliminary Materials
------------------------------------
These materials were originally filed on March 8, 1996 and are being refiled to
change the EDGAR header information.
------------------------------------
The information included herein is as it is expected to be
when the definitive proxy statement is mailed
to shareholders of Acme-Cleveland Corporation.
This proxy statement will be revised to reflect
actual facts at the time of filing of
the definitive proxy statement.
------------------------
Solicitation Statement
of
Danaher Corporation
and
WEC Acquisition Corporation
to call a
Special Meeting of Shareholders
of
Acme-Cleveland Corporation
This Solicitation Statement and the accompanying GOLD Appointment of
Designated Agents ("Agent Designations") are being furnished to holders of
outstanding Common Shares, par value $1 per share, and Series A Convertible
Preferred Shares, without par value (collectively, the "Shares"), of Acme-
Cleveland Corporation, an Ohio corporation, (the "Company"), in connection with
the solicitation of Agent Designations from holders of the Shares. The Agent
Designations are being solicited by Danaher Corporation ("Parent"), a Delaware
corporation, and WEC Acquisition Corporation (the "Purchaser"), a Delaware
corporation and a wholly owned subsidiary of Parent, to provide for the
calling of a special meeting of shareholders of the Company (the "Special
Meeting") for the purpose of considering and voting on the proposals described
below under the heading "Special Meeting Proposals" (the "Special Meeting
Proposals"). The principal executive offices of the Company are located at
30100 Chagrin Boulevard, Suite 100, Pepper Pike, Ohio 44124-5705.
This Solicitation Statement and accompanying GOLD Agent Designation
are first being furnished to Company shareholders on or about March __, 1996.
Agent Designations must be delivered to Parent on or before April 3, 1996,
unless such date is extended by Parent and the Purchaser, in their sole
discretion.
THE AGENT DESIGNATIONS WILL NOT CONFER ANY RIGHTS TO VOTE ON MATTERS
BROUGHT BEFORE THE SPECIAL MEETING AND NO PROXIES FOR SUCH VOTES ARE BEING
SOLICITED WITH THIS SOLICITATION STATEMENT. IF THE SPECIAL MEETING IS CALLED,
PARENT AND THE PURCHASER WILL SEND COMPANY SHAREHOLDERS ADDITIONAL PROXY
MATERIALS SOLICITING PROXIES TO VOTE ON THE SPECIAL MEETING PROPOSALS.
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On March 7, 1996, the Purchaser commenced a tender offer to purchase (the
"Offer") all of the outstanding Shares for $27 net per Share in cash upon the
terms and subject to the conditions set forth in an Offer to Purchase dated
March 7, 1996, as the same may be amended from time to time (the "Offer to
Purchase"), and the related Letter of Transmittal (the "Letter of
Transmittal").
Pursuant to this Solicitation Statement, Parent and the Purchaser are
soliciting Agent Designations from holders of outstanding Shares to call the
Special Meeting. By executing an Agent Designation, a shareholder will
designate specified persons as agents (each a "Designated Agent") of the
Company shareholders with authority to take all actions, other than voting the
Shares at the Special Meeting, permitted to be taken by such shareholders
under the Ohio Revised Code (the "ORC") in order to call and convene the
Special Meeting. The Special Meeting would be called to consider and vote upon
the Special Meeting Proposals, which include, among other things, (i) the
removal of all incumbent directors of the Company, (ii) the amendment of the
Company's Regulations to reduce the Board of Directors from ten members to
three members, (iii) the election of Parent nominees as directors to replace
the Company directors so removed and (iv) if the acquisition of the Company by
the Purchaser has not yet been authorized by the Company shareholders pursuant
to Section 1701.831 of the ORC (the "Ohio Control Shares Acquisition Law") as
described herein or the Purchaser is not otherwise satisfied, in its sole
discretion, that the Ohio Control Share Acquisition Law is invalid or
inapplicable to the acquisition of Shares pursuant to the Offer, the amendment
of the Regulations of the Company to provide that the Ohio Control Share
Acquisition Law does not apply to "control share acquisitions" of Shares.
IF YOU BELIEVE THAT YOU SHOULD HAVE THE OPPORTUNITY TO DECIDE THE
FUTURE OF YOUR COMPANY AND THAT YOU SHOULD HAVE THE CHANCE TO RECEIVE $27 NET
PER SHARE IN CASH FOR ALL OF YOUR SHARES, PARENT AND THE PURCHASER URGE YOU TO
SIGN AND RETURN YOUR GOLD AGENT DESIGNATION.
YOUR AGENT DESIGNATION IS IMPORTANT. PLEASE SIGN, DATE AND
RETURN THE ACCOMPANYING GOLD AGENT DESIGNATION TODAY.
NEITHER THE CALL OF THE SPECIAL MEETING NOR SHAREHOLDER APPROVAL OF
THE SPECIAL MEETING PROPOSALS WILL REQUIRE YOU TO TENDER YOUR SHARES TO THE
PURCHASER, BUT THE PURCHASER MAY REQUIRE THAT THE SPECIAL MEETING PROPOSALS BE
APPROVED AT THE SPECIAL MEETING BEFORE IT WILL ACCEPT FOR PAYMENT SHARES
TENDERED PURSUANT TO THE OFFER. TENDERING SHARES PURSUANT TO THE OFFER WILL
NOT CONSTITUTE A VOTE IN FAVOR OF THE SPECIAL MEETING PROPOSALS. INSTEAD, YOU
MUST AUTHORIZE THE CALL OF THE SPECIAL MEETING BY USING THE ENCLOSED GOLD
AGENT DESIGNATION AND MUST ALSO VOTE IN FAVOR OF THE SPECIAL MEETING PROPOSALS
VOTED UPON AT THE SPECIAL MEETING. THE FAILURE TO EXECUTE AND RETURN THE GOLD
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AGENT DESIGNATION WILL HAVE THE SAME EFFECT AS OPPOSING THE CALL OF THE
SPECIAL MEETING AND MAY RESULT IN WITHDRAWAL OF THE OFFER.
On March 7, 1996, the Purchaser commenced the Offer for all outstanding
Shares for $27 net per Share in cash. The purpose of the Offer is to acquire
control of, and the entire equity interest in, the Company. Parent intends,
following the completion of the Offer, to effect a merger or similar business
combination between the Company and the Purchaser at the same price per Share
to be paid in the Offer (the "Proposed Merger"), subject to the terms and
conditions described in the Offer to Purchase. The Offer is subject to certain
terms and conditions described below and in the Offer to Purchase. See "Terms
and Conditions of the Offer" below.
Parent intends to seek to negotiate with the Company with respect to
the acquisition of the Company. If such negotiations result in a definitive
merger agreement between the Company and Parent, certain material terms of the
Offer may change and Parent would not proceed with any solicitation with regard
to the Special Meeting. Accordingly, such negotiations could result in, among
other things, termination of the Offer and submission of a different
acquisition proposal to the Company's shareholders for their approval.
The Schedule 14D-1, which includes the Offer to Purchase and was
filed by the Purchaser with the Securities and Exchange Commission (the
"Commission") on March 7, 1996, and all amendments thereto may be obtained from
the Commission, upon payment of the Commission's customary charges, by writing
to its principal office at 450 Fifth Street, N.W., Judiciary Plaza, Room 1024,
Washington, D.C. 20549. Such material is also available for inspection and
copying at the principal office of the Commission at the address set forth
immediately above, at the Commission's regional offices at Seven World Trade
Center, 13th Floor, New York, New York 10048 and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661, at the offices of the New
York Stock Exchange, 20 Broad Street, New York, New York 10005. Such material
should also be available on-line through EDGAR.
On March 7, 1996, Parent and the Purchaser delivered to the Company an
"acquiring person statement" pursuant to the Ohio Control Share Acquisition
Law in connection with the Purchaser's proposed acquisition of the Company
(the "Proposed Acquisition") through the Offer and the Proposed Merger. Within
ten days of the receipt of such acquiring person statement, the Ohio
Control Share Acquisition Law requires that the Board of Directors of the
Company call a special meeting of shareholders of the Company for the purpose
of voting on the Proposed Acquisition (the "Ohio Control Share Acquisition
Meeting"). On March __, 1996, the Company issued a press release announcing
that its Board of Directors had called the Ohio Control Share Acquisition
Meeting to be held on April __, 1996. The solicitation of Agent Designations
pursuant to this Solicitation Statement does not relate to the Ohio Control
Share Acquisition Meeting. Parent and the Purchaser are soliciting proxies
under a separate proxy statement to authorize the Proposed Acquisition pursuant
to the Ohio Control Share Acquisition Law (the "Ohio Control Share Acquisition
Approval").
IF YOU DESIRE TO ACCEPT THE OFFER OF $27 NET PER SHARE IN CASH
AND TO MAXIMIZE THE OPPORTUNITY FOR THE OFFER TO BE CONSUMMATED
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EVEN IF THE OHIO CONTROL SHARE ACQUISITION APPROVAL HAS NOT YET BEEN OBTAINED,
PARENT AND THE PURCHASER URGE YOU TO COMPLETE, SIGN AND RETURN THE GOLD AGENT
DESIGNATION BY APRIL 3, 1996, UNLESS SUCH DATE IS EXTENDED BY PARENT AND THE
PURCHASER, IN THEIR SOLE DISCRETION.
EFFECT OF EXECUTION AND DELIVERY OF AGENT DESIGNATIONS
Under the ORC and the Regulations of the Company, a special meeting
of the Company shareholders may be called by the holders of at least 25% of
the Shares (the "Requisite Holders"). According to the Company's Quarterly
Report on Form 10-Q for the quarter ended December 31, 1995, as of January 25,
1996, there were 6,411,578 Common Shares and 161,374 Preferred Shares
outstanding. The ORC provides that, upon the written request of Requisite
Holders delivered either in person or by registered mail to the President or
the Secretary of the Company (the "Request"), such officer shall forthwith
cause notice of the Special Meeting to be given to the Company shareholders
entitled thereto. Under the ORC, the Special Meeting must be held on a date not
less than seven nor more than 60 days after such officer's receipt of the
Request, as fixed by such officer. Following receipt of Agent Designations from
Requisite Holders, the Designated Agents will call the Special Meeting and
thereupon make appropriate delivery, to the President or the Secretary of the
Company, of the Request duly requesting such officer forthwith to cause
appropriate notice of the Special Meeting to be given to the Company's
shareholders entitled thereto. If notice of the Special Meeting is not so given
within 15 days after the delivery or mailing of the Request, the Designated
Agents will fix the time of the Special Meeting and cause notice thereof to be
given to the Company's shareholders as provided in the ORC.
In the Request, the Designated Agents will also request that the
Board of Directors of the Company's take action, within such time as is
specified in the Request, to fix a record date for the determination of the
Company's shareholders who are entitled to receive notice of or to vote at the
Special Meeting (the "Special Meeting Record Date"). If the Board of Directors
of the Company fails or refuses, within such specified time, to fix the
Special Meeting Record Date, then the Designated Agents will fix the Special
Meeting Record Date in compliance with the ORC.
Under the ORC and subject to its provisions, Requisite Holders are
entitled to deliver the Request and to take all other actions described herein
and in the ORC in connection with calling the Special Meeting, any adjournment
thereof, fixing the time thereof, causing notice thereof to be given to the
Company's shareholders, and causing the Special Meeting Record Date to be
fixed. The Agent Designations grant to the Designated Agents the full rights
and authority of Requisite Holders to take these
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actions in connection with the Special Meeting, but THE AGENT
DESIGNATIONS WILL NOT GIVE THE DESIGNATED AGENTS THE RIGHT TO
VOTE ANY SHARES AT THE SPECIAL MEETING.
You may revoke your Agent Designation at any time by executing and
delivering a written revocation to Acme-Cleveland Corporation, 30100 Chagrin
Boulevard, Suite 100, Pepper Pike, Ohio 44124-5705 (please send a copy of any
revocation sent to the Company to Danaher Corporation, c/o ____________________
_________________________________). A revocation may be in any written form,
provided that it clearly states that your Agent Designation is no longer
effective. An Agent Designation may also be revoked by notice given to the
Company in an open meeting of the Company's shareholders. Any revocation of an
Agent Designation will not effect any action taken by the Designated Agents
pursuant to the Agent Designation prior to such revocation.
THE PURPOSE OF THE SPECIAL MEETING IS TO PROVIDE SHAREHOLDERS OF THE
COMPANY THE OPPORTUNITY TO CONSIDER AND VOTE ON THE SPECIAL MEETING PROPOSALS.
BY AUTHORIZING THE CALL OF THE SPECIAL MEETING, YOU WILL ALLOW THE
COMPANY'S SHAREHOLDERS TO PROTECT THEIR INTERESTS IN THE COMPANY BY EXPRESSING
THEIR VIEWS ON THE OFFER AND THE PROPOSED MERGER DIRECTLY TO THE COMPANY'S
BOARD OF DIRECTORS.
BY EXECUTING AND RETURNING THE GOLD AGENT DESIGNATION TO PARENT, YOU ARE
NOT COMMITTING TO CAST ANY VOTE IN FAVOR OF OR AGAINST, NOR ARE YOU GRANTING
ANY PROXY TO VOTE ON, ANY MATTER TO BE BROUGHT BEFORE THE SPECIAL MEETING.
EXECUTION AND DELIVERY OF AN AGENT DESIGNATION WILL NOT OBLIGATE YOU IN ANY
WAY TO SELL YOUR SHARES PURSUANT TO THE OFFER. A VALIDLY EXECUTED AND
UNREVOKED AGENT DESIGNATION AUTHORIZES THE DESIGNATED AGENTS (I) TO CALL THE
SPECIAL MEETING, (II) TO CAUSE THE DATE THEREOF TO BE FIXED AND NOTICE
THEREOF, OR OF ANY ADJOURNMENT THEREOF, TO BE GIVEN, (III) TO CAUSE THE
SPECIAL MEETING RECORD DATE, OR A RECORD DATE FOR ANY ADJOURNMENT OF THE
SPECIAL MEETING, TO BE FIXED AND (IV) TO EXECUTE ALL RIGHTS OF REQUISITE
HOLDERS INCIDENTAL TO CALLING AND CONVENING THE SPECIAL MEETING. TO VOTE ON
THE MATTERS TO BE BROUGHT BEFORE THE SPECIAL MEETING YOU MUST VOTE BY PROXY OR
IN PERSON AT THE SPECIAL MEETING. TO ACCEPT THE OFFER YOU MUST FOLLOW THE
PROCEDURES SET FORTH IN THE OFFER TO PURCHASE.
Under Ohio law, Parent and the Purchaser may not set a record date
for the call of the Special Meeting. Accordingly, Parent and the Purchaser are
soliciting Agent Designations pursuant to this Solicitation Statement without
a record date, and the Designated Agents will call the Special Meeting
pursuant
5
<PAGE>
to Agent Designations executed by persons who remain shareholders of record on
the date of such call.
The tender of Shares pursuant to the Offer does not constitute the
grant to Parent or the Purchaser of any rights to execute Agent Designations
with respect to the tendered Shares until such time as such Shares are
accepted for payment by the Purchaser. Accordingly, it is important that you
execute an Agent Designation even if you tender Shares pursuant to the
Offer.
If any of your Shares are held in the name of a brokerage firm, bank,
bank nominee or other institution, only it can execute an Agent Designation
for such Shares and will do so only upon receipt of your specific
instructions. Accordingly, please contact the person responsible for your
account and instruct that person to execute the GOLD Agent Designation.
If the Purchaser should terminate, or materially amend the terms of,
the Offer prior to the delivery of the Request to the Company's officer,
Parent or the Purchaser will disseminate such information regarding such
changes to the Company's shareholders and, in appropriate circumstances, will
provide the Company's shareholders with a reasonable opportunity to revoke
their Agent Designations prior to the date when the Request is delivered to
the Company's officer.
SPECIAL MEETING PROPOSALS
Removal of Current Directors and Election of New Directors
At the Special Meeting, Parent intends to propose that all incumbent
directors of the Company be removed from office and that the size of the Board
of Directors be reduced from ten to three members. The persons appointed by the
proxy to be solicited by Parent and the Purchaser for the Special Meeting would
vote the Shares represented by such proxies in favor of the proposal to remove
all of the directors of the Company and, as described below, to amend the
regulations of the Company to reduce the size of the Board of Directors from
ten to three members.
Removal of all incumbent directors requires the affirmative vote of a
majority of the total number of outstanding shares.
Parent also intends to propose that its three nominees (the "Parent
Nominees") be elected as directors of the Company to fill all of the vacancies
created by the removal of the incumbent directors and the reduction of the size
of the Board, each to hold office until a successor has been elected and
qualified or until death, resignation or removal.
The laws of the State of Ohio, under which the Company is organized,
provide for cumulative voting for the election of directors if any shareholder
gives notice in writing to the President, a Vice President or the Secretary of
the Company, not less than 48 hours before the time fixed for holding the
meeting, that such shareholder desires that the voting for the election of
directors shall be cumulative, provided that announcement of the giving of
such notice is made upon the convening of the meeting
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by the Chairman or the Secretary of the Company or by or on behalf of such
shareholder. Each shareholder shall then have the right to vote his or her
Shares cumulatively at the election; that is, each shareholder shall be
entitled to as many votes as shall equal the number of Shares held by such
shareholder on the Special Meeting Record Date multiplied by the number of
directors to be elected. A shareholder may cast all such cumulative votes for
a single nominee or may allocate them among as many nominees as that
shareholder sees fit.
Amendments of the Regulations of the Company
1. Parent proposes to amend Article II, Section 1 of the Company's
Regulations by replacing Section 1 in its entirety with the following
language:
"Section 1. Number; Term of Office; Election. The Board of
Directors shall consist of three members. Each director shall
hold office until the next annual meeting of the shareholders and
until his successor shall have been elected and shall qualify."
2. If the Ohio Control Share Acquisition Approval has not been
obtained or the Purchaser has not otherwise been satisfied, in its sole
discretion, that the Ohio Control Share Acquisition Law is invalid or
inapplicable to the acquisition of Shares pursuant to the Offer by the date of
the Special Meeting, Parent proposes to amend the Regulations of the Company
by adding the following Article X to the Company's Regulations:
"ARTICLE X
CONTROL SHARE ACQUISITION STATUTE NOT APPLICABLE
Section 1701.831 of the Ohio Revised Code does not apply to "control
share acquisitions" (as such term is defined in division (Z)(1) of Section
1701.01 of the Ohio Revised Code) of shares of the corporation."
The Regulations of the Company require the affirmative vote of a
majority of the total number of outstanding Shares to approve these amendments
to the Regulations.
THE PARENT NOMINEES WILL, SUBJECT TO THEIR FIDUCIARY DUTIES, SEEK TO
GIVE ALL SHAREHOLDERS THE OPPORTUNITY TO ACCEPT THE OFFER. ACCORDINGLY, THE
EXECUTION OF AN AGENT DESIGNATION WILL ALLOW SHAREHOLDERS TO CONSIDER AND VOTE
FOR THE PARENT NOMINEES AND WILL ENHANCE YOUR CHANCES OF BEING ABLE TO TAKE
ADVANTAGE OF THE OFFER.
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Adjournment of Meeting and other Matters
Parent and the Purchaser also anticipate requesting, in the proxy
solicitation relating to the Special Meeting, authority to initiate and vote
for a proposal to adjourn the Special Meeting to allow the solicitation of
additional votes, if necessary, to approve the Special Meeting Proposals.
Neither Parent nor the Purchaser currently anticipates additional Special
Meeting Proposals on any substantive matters. However, Parent and the
Purchaser may elect to cause additional Special Meeting Proposals to be
identified in the notice of, and in the proxy materials for, the Special
Meeting.
IF PARENT AND THE PURCHASER DO NOT OBTAIN SUFFICIENT AGENT DESIGNATIONS TO
CALL THE SPECIAL MEETING AND IF THE SPECIAL MEETING PROPOSALS ARE NOT APPROVED
BY THE COMPANY'S SHAREHOLDERS, IT IS LESS LIKELY THAT CERTAIN CONDITIONS TO THE
OFFER WILL BE SATISFIED AND THAT SHARES WILL BE ACCEPTED FOR PAYMENT PURSUANT
TO THE OFFER. IN SUCH EVENT, PARENT AND THE PURCHASER MAY EITHER (I) TERMINATE
THE OFFER OR (II) CONTINUE TO PURSUE THE OFFER AND THE SATISFACTION OF THE
CONDITIONS TO THE OFFER THROUGH LITIGATION AND OTHER MEANS. SEE "TERMS AND
CONDITIONS OF THE OFFER" BELOW.
BACKGROUND OF PROPOSED ACQUISITION
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:
March 7, 1996
Mr. David L. Swift
Chairman and Chief Executive Officer
Acme-Cleveland Corporation
30100 Chagrin Boulevard, Suite 100
Pepper Pike, Ohio 44124-5705
Dear Mr. Swift:
Danaher Corporation is today commencing a cash tender offer to
purchase all outstanding common and preferred shares of Acme-Cleveland
Corporation at a price of $27 per share, a premium of 35% over yesterday's
closing price of $20. It is our intention to acquire any shares not purchased
in the tender offer in a subsequent merger for the same cash consideration paid
to shareholders in the tender offer.
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Our offer is not subject to financing, but is subject to approval of
the offer under the Ohio Control Share Acquisition Law (unless such law is
invalid or inapplicable to the Offer) and the inapplicability of the Ohio
Business Combination Law.
We believe that the transaction we are proposing represents a very
attractive opportunity for your shareholders. We are also convinced that the
combination of our companies will also be of great benefit for our respective
employees, suppliers, and customers.
In light of the attractive terms of our offer, we request that the
Company's Board of Directors take appropriate actions so that the Ohio
Business Combination Law is rendered inapplicable to our proposed merger. We
expect that you will not take any other actions that would adversely affect
your shareholders' ability to receive the benefits of our proposed
transaction. It is our hope that we can proceed to complete a transaction with
a minimum of delay.
In order to increase the likelihood that our offer can be accepted by
your shareholders at the earliest possible date, we have today commenced an
action in the United States District Court for the Southern District of Ohio,
Eastern Division, challenging certain provisions of the Ohio Control Share
Acquisition Law and the Ohio Takeover Act.
Our proposed price is based upon our review of publicly available
information regarding the Company. If you believe that there are values not
reflected in your public filings, we ask that such information be made
available to us so that we can ensure that our offer reflects those values.
We and our advisors are ready to meet with you and your advisors to
discuss all aspects of our offer, and to answer any questions you or they may
have. Our objective is to promptly conclude a transaction that is supported by
you and the Company's Board of Directors.
Sincerely,
- - -----------------
George M. Sherman
President and CEO
On March 7, 1996, Purchaser commenced the Offer.
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TERMS AND CONDITIONS OF THE OFFER
As described above, on March 7, 1996, the Purchaser commenced the
Offer at a purchase price of $27 net per Share in cash. As stated in the Offer
to Purchase, the purpose of the Offer is to acquire control of, and the entire
equity interest in, the Company. Parent currently intends to propose and seek
to have the Company consummate, as soon as practicable following consummation
of the Offer, the Proposed Merger.
The Offer is conditioned, among other things, upon the following:
(1) The Minimum Condition. There must be validly tendered a number of
Shares which, when added to the Shares beneficially owned by the Parent,
constitutes at least a majority of the Shares outstanding on a fully diluted
basis on the date of purchase. Parent beneficially owns 305,000 Shares.
(2) The Control Share Condition. The Ohio Control Share Acquisition
Approval shall have been obtained from the Company's shareholders or the
Purchaser shall be satisfied, in its sole discretion, that the Ohio Control
Share Acquisition Law is invalid or inapplicable to the Proposed Acquisition.
(3) The Business Combination Condition. Under the Business Combination
Condition, the Purchaser must be satisfied, in its sole discretion, that after
consummation of the Offer the restrictions contained in Chapter 1704 of the
ORC (the "Ohio Business Combination Law") will not apply to the Proposed
Merger.
The Ohio Business Combination Law provides that if the Purchaser
acquires control of 10% or more of the total voting power of the Company in
the election of directors (thereby becoming an "interested shareholder"), the
Company's may not engage in a "business combination" (defined to include a
variety of transactions, including mergers such as the Proposed Merger) with
the Purchaser or any affiliate of the Purchaser for three years after the
Purchaser becomes an interested shareholder, and the Ohio Business Combination
Law imposes significant restrictions on such transactions thereafter. The
three-year prohibition would not apply to the Proposed Merger if, among other
things, the Company's Board of Directors adopts a resolution approving the
Proposed Merger, provided that such resolution is adopted prior to the date
that the Purchaser becomes an interested shareholder.
The Offer is also subject to other terms and conditions which are
described in the Offer to Purchase and the Letter of Transmittal, copies of
which are available from the Information Agent for the Offer, D.F. King & Co.,
Inc., 77 Water Street, New York, New York 10005, 1-800-628-8532. If you have
not already received one, Parent and the Purchaser urge you to obtain a copy of
the Offer to Purchase, the Letter of Transmittal and other Offer documents.
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With respect to the Control Share Condition, Parent and the Purchaser
have delivered to the Company an acquiring person statement pursuant to the
Ohio Control Share Acquisition Law and have commenced the solicitation of
proxies under a separate proxy statement to obtain the Ohio Control Share
Acquisition Approval. In addition, Parent and the Purchaser commenced an action
(the "Ohio Litigation") in the Ohio Federal District Court against the Company,
the Commissioner of Securities of the Ohio Division of Securities and the
Director of Commerce of the Ohio Department of Commerce (the "Defendants"),
seeking, among other things, that the Court declare unconstitutional and enjoin
application of certain provisions of the Ohio Control Share Acquisition Law (a)
to the extent they are sought to be applied to impair the voting rights of
certain types of "Interested Shares", as defined in Chapter 1701 of the Revised
Code, as such provisions may be applied to the Offer and (b) to the extent they
prohibit the purchase or sale of Shares in interstate commerce. In March, 1995,
in Luxottica Group S.p.A. v. The United States Shoe Corporation, the United
States District Court for the Southern District of Ohio, Eastern Division
issued an order declaring invalid the provisions described in (a) above, as
they applied to Luxottica's tender offer for shares of United States Shoe
Corporation. Parent and the Purchaser believe that such ruling should also be
applicable to the Offer.
With respect to the Business Combination Condition, Parent and the
Purchaser requested in the Offer to Purchase that the Company's Board of
Directors satisfy the Business Combination Condition by taking appropriate
action so that the Ohio Business Combination Law is inapplicable to the
acquisition of Shares pursuant to the Offer or the Proposed Merger. To the
knowledge of Parent and the Purchaser, the Company's Board of Directors has to
date refused to take such action. Parent and the Purchaser expect that the
Parent Nominees will, if elected at the Special Meeting, and subject to their
fiduciary duties, take such appropriate action as shall result in the
satisfaction of the Business Combination Condition.
SOLICITATION OF AGENT DESIGNATIONS
Proxies may be solicited by mail, telephone or telecopier and in
person. Solicitations may be made by directors, officers, investor relations
personnel and other employees of Parent or the Purchaser, none of whom will
receive additional compensation for such solicitations. Parent has requested
banks, brokerage houses and other custodians, nominees and fiduciaries to
forward all of its solicitation materials to the beneficial owners of the
Shares they hold of record. Parent will reimburse these record holders for
customary clerical and mailing expenses incurred by them in forwarding these
materials to their customers.
Parent has retained ___________________________________ for
solicitation and advisory services in connection with this
11
<PAGE>
solicitation. _________ will be paid an aggregate fee of approximately
$_______ for acting as proxy solicitor in connection with this solicitation,
and the solicitation of proxies in connection with the Control Share
Acquisition Meeting. _________ may also receive additional reasonable and
customary compensation for providing additional advisory services in connection
with this solicitation and the other proxy solicitations described in this
paragraph. Parent has also agreed to reimburse _________ for its reasonable
out-of-pocket expenses and to indemnify _________ against certain liabilities
and expenses, including liabilities and expenses under the federal securities
laws. _________ will solicit proxies from individuals, brokers, bank nominees
and other institutional holders.
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch")
is acting as Dealer Manager in connection with the Offer and as Parent's
exclusive financial advisor with respect to the Proposed Merger. As
compensation for such services, Parent has agreed to pay Merrill Lynch a fee of
$500,000, $400,000 of which fee is payable upon commencement by Parent or one
of its affiliates of a tender offer or exchange offer for securities of the
Company. Parent has also agreed to pay Merrill Lynch a fee of up to $2,000,000
(less any fees theretofore paid) contingent upon consummation of an Acquisition
Transaction. "Acquisition Transaction" has been defined to include (i) any
merger, consolidation, reorganization or other business combination pursuant to
which the business of the Company is combined with that of Parent or one of its
affiliates, (ii) the acquisition, directly or indirectly, by Parent or one of
its affiliates by tender or exchange offer, negotiated purchase or other means
of at least 50% of the then outstanding capital stock of the Company, (iii) the
acquisition, directly or indirectly, by Parent or one of its affiliates of at
least 50% of the assets of, or of any right to all or a substantial portion of
the revenues or income of the Company or (iv) the acquisition, directly or
indirectly, by Parent or one of its affiliates of control of the Company
through a proxy contest or otherwise than through the acquisition of the
Company's voting capital stock. In addition, Parent has agreed to reimburse
Merrill Lynch for its reasonable out-of-pocket expenses, including, without
limitation, reasonable fees and disbursements of its counsel, incurred in
connection with the Offer and the Proposed Merger or otherwise arising out of
Merrill Lynch's engagement, and has also agreed to indemnify Merrill Lynch (and
certain affiliated persons) against certain
12
<PAGE>
liabilities and expenses, including, without limitation, certain liabilities
under the federal securities laws. Merrill Lynch may from time to time in the
future render various investment banking services to Parent and its
affiliates, for which it is expected it would be paid customary fees.
Merrill Lynch has from time to time rendered, and continues to
render, various investment banking and other advisory services to Parent and
its affiliates for which it is paid its customary fees. In connection with
Merrill Lynch's engagement as financial advisor, Parent anticipates that
certain employees of Merrill Lynch may communicate in person, by telephone or
otherwise with a limited number of institutions, brokers or other persons who
are the Company shareholders for the purpose of assisting in the solicitation
of proxies for the Special Meeting, as well as for the solicitation of agent
designations to call the Other Special Meeting and proxies for the Other
Special Meeting. Merrill Lynch will not receive any fee for or in connection
with such solicitation activities apart from the fees which it is otherwise
entitled to receive as described above.
The entire expense of soliciting proxies for the Special Meeting is
being borne by Parent or a subsidiary of Parent. Neither Parent nor any such
subsidiary will seek reimbursement for such expenses from the Company. Costs
incidental to these proxies include expenditures for printing, postage, legal
and related expenses and are expected to be approximately $________. Total
costs incurred to date in furtherance of or in connection with these proxies
are approximately $________.
If the Purchaser should terminate, or materially amend the terms of,
the Offer prior to the Special Meeting, Parent or the Purchaser will
disseminate such information regarding such changes to the Company
shareholders and, in appropriate circumstances, will provide the Company
shareholders with a reasonable opportunity to revoke their proxies prior to
the Special Meeting.
SHAREHOLDER PROPOSALS
According to the Company's proxy statement for its 1996 Annual Meeting
of Shareholders, any notice of a qualified shareholder submitting a proposal
for the 1997 Annual Meeting of Shareholders of the Company must have been in
proper form and must have been received by the Company no later than October 1,
1996.
OTHER INFORMATION
Parent is a Delaware corporation which operates a variety of
businesses through two business segments: Tools and Components and
Process/Environmental Controls. The Tools and Components segment is one of the
largest domestic producers and distributors of general purpose mechanics' hand
tools and automotive specialty
13
<PAGE>
tools. Other products manufactured by these companies include tool boxes and
storage devices, diesel engine retarders, wheel service equipment, drill
chucks, custom designed headed tools and components, hardware and components
for the power generation and transmission industries, high quality precision
socket screws, fasteners, and high quality miniature precision parts. The
companies in the Process/Environmental segment produce and sell underground
storage tank leak detection systems and temperature, level and position
sensing devices, power switches and controls, telecommunication line products,
power protection products, liquid flow measuring devices and electronic and
mechanical counting and controlling devices.
Approximately 43.4% of the outstanding common stock of the Parent is
beneficially owned by Steven M. Rales and Mitchell P. Rales. The aggregate
holdings for Steven and Mitchell Rales include shares of Parent common stock
owned by Equity Group Holdings L.L.C. ("EGH") and Equity Group Holdings II
L.L.C. ("EGH II") of which Steven and Mitchell Rales are the only members,
along with other shares of common stock of Parent which are directly owned by
such individuals. Steven and Mitchell Rales are directors and executive
officers of Parent as well as directors of Purchaser. EGH and EGH II are
principally engaged in the business of investing in the common stock of Parent.
The offices of Steven M. Rales, Mitchell P. Rales, EGH and EGH II are located
at 1250 24th Street, N.W., Suite 800, Washington, D.C. 20037.
The Purchaser is a newly incorporated Delaware corporation and a
wholly owned subsidiary of Parent which to date has not conducted any business
other than in connection with the Offer and the Proposed Merger. The principal
executive offices of Parent and the Purchaser are located at 1250 24th Street,
N.W., Suite 800, Washington, D.C. 20037.
Certain information about the directors and executive officers of
Parent and the Purchaser and certain employees and other representatives of
Parent who may also assist _________ in soliciting proxies is set forth in the
attached Schedule I. Schedule II sets forth certain information relating to
Shares owned by Parent, the Purchaser, and other representatives. Schedule III
sets forth certain information, as made available in public documents,
regarding Shares held by the Company's principal shareholders and its
management.
THIS PROXY STATEMENT IS NEITHER A REQUEST FOR THE TENDER OF SHARES
NOR AN OFFER WITH RESPECT THERETO. THE PURCHASER'S OFFER IS BEING MADE ONLY BY
MEANS OF THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL. FOR ADDITIONAL
COPIES OF THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL, CALL THE
INFORMATION AGENT FOR THE OFFER, D.F. KING & CO., INC., at 1-800-628-8532.
14
<PAGE>
PLEASE INDICATE YOUR SUPPORT OF THE PURCHASER'S OFFER BY COMPLETING,
SIGNING AND DATING THE ENCLOSED GOLD AGENT DESIGNATION AND RETURNING IT
PROMPTLY TO DANAHER CORPORATION, C/O _______________________________________
________________________, IN THE ENCLOSED ENVELOPE. NO POSTAGE IS NECESSARY IF
THE ENVELOPE IS MAILED IN THE UNITED STATES.
YOUR VOTE IS IMPORTANT! PLEASE SIGN, DATE AND MAIL
THE ACCOMPANYING BLUE PROXY CARD PROMPTLY.
Danaher Corporation
WEC Acquisition Corporation
March 8, 1996
15
<PAGE>
SCHEDULE I
DIRECTORS AND OFFICERS OF
PARENT AND PURCHASER
PARENT
Executive officers of the Parent are:
<TABLE>
<CAPTION>
Officer
Name Age Position Since
<S> <C> <C> <C>
Steven M. Rales 44 Chairman of the Board 1984
Mitchell P. Rales 39 Chairman of the Executive 1984
Committee
George M. Sherman 54 Chief Executive Officer, 1990
President and Director
Patrick W. Allender 49 Senior Vice President, 1987
Chief Financial Officer
and Secretary
James H. Ditkoff 50 Vice President - Finance/Tax 1991
Dennis D. Claramunt 50 Vice President and Group 1994
Executive
C. Scott Brannan 37 Vice President Administration 1987
and Controller
John P. Watson 51 Vice President and Group 1993
Executive
H. Lawrence Culp, Jr. 32 Vice President and Group 1995
Executive
Gregory T.H. Davies 48 Vice President and Group 1995
Executive
</TABLE>
Steven M. Rales has served as Chairman of the Board since January
1984. He has been a General Partner, since 1979, in Equity Group Holdings, a
general partnership located in Washington, D.C. with interests in media
operations, publicly traded securities and manufacturing companies.
Mitchell P. Rales has served as a director of Parent since January
1984, President from March 1987 to January 1990 and Executive Vice President
from January 1984 to March 1987. He has been a General Partner of Equity Group
Holdings since 1979.
George M. Sherman has served as President and Chief Executive Officer
and a director of Parent since February 1990.
Patrick W. Allender has served as Chief Financial Officer of Parent
since March 1987.
16
<PAGE>
James H. Ditkoff was appointed Vice President - Finance/Tax in
January 1991. He has served in an executive capacity in finance/tax for Parent
since September 1988.
Dennis D. Claramunt was appointed Vice President and Group Executive
in 1994. He has served as President of Jacobs Chuck Manufacturing Company for
more than the past five years.
C. Scott Brannan was appointed Vice President - Administration and
Controller of Parent in November, 1987.
John P. Watson was appointed Vice President and Group Executive in
1993. He has served the Parent in an executive capacity since September 1990.
H. Lawrence Culp, Jr. was appointed Vice President and Group Executive
in 1995. He has served the Parent in an executive capacity (including
President since 1993) at Veeder-Root Company for more than the past five years.
Gregory T.H. Davies was appointed Vice President and Group Executive
in 1995. He has served as President of Jacobs Vehicle Equipment Company for
more than the past five years.
PURCHASER
Each of the individuals set forth below has been a director or an
executive officer since 1996. Further information regarding each such person is
set forth above.
<TABLE>
<CAPTION>
Name Position
<S> <C>
Steven M. Rales Director
Mitchell P. Rales Director
George M. Sherman President and Director
Patrick W. Allender Vice President and Treasurer
C. Scott Brannan Vice President and Secretary
James H. Ditkoff Vice President
</TABLE>
The following individuals constitute representatives of the Dealer
Manager who may solicit proxies:
William Rifkin Managing Director, Merrill Lynch & Co.
Merrill Lynch & Co.
World Financial Center
North Tower
New York, NY 10281-1330
Paul Stefanick Director, Merrill Lynch & Co.
Merrill Lynch & Co.
World Financial Center
North Tower
New York, NY 10281-1330
Dragoljub Rajkovic Associate, Merrill Lynch & Co.
Merrill Lynch & Co.
World Financial Center
North Tower
New York, NY 10281-1330
17
<PAGE>
SCHEDULE II
SHARES HELD BY PARENT AND THE PURCHASER
Parent beneficially owns 305,000 Shares of the Company.
In the ordinary course of its business, Merrill Lynch may trade the
securities of the Company for its own account and the accounts of its
customers and, accordingly, may at any time hold a long or short position in
such securities. As of March 6, 1996, Merrill Lynch held a net long position
of less than 1/2 of 1% of the Shares.
18
<PAGE>
SCHEDULE III
PRINCIPAL SHAREHOLDERS OF THE COMPANY
AND SHAREHOLDINGS OF THE COMPANY'S MANAGEMENT
Set forth below is information regarding Shares owned by (i) those
persons owning more than 5% of the outstanding Shares and (ii) directors and
executive officers of the Company as a group. Such information is derived from
the Company's proxy statement for its 1996 Annual Meeting of Shareholders and
from a Schedule 13G filed by the State of Wisconsin Investment Board in
February 1996.
<TABLE>
<CAPTION>
NUMBER OF
SHARES
NAME AND ADDRESS OF BENEFICIALLY PERCENT
BENEFICIAL OWNER OWNED OF CLASS
- - ------------------------------------- -------------- ---------
<S> <C> <C>
Series A Convertible Preferred Shares
Marylou P. Hillyer(1)
74 Stewart Road,
Short Hills, New Jersey 07078 161,374 100%
Common Shares
State of Wisconsin Investment Board
P.O. Box 7842
Madison, Wisconsin 53703 596,800 9.45%
<FN>
- - ------------
(1) Marylou P. Hillyer, as Executrix under the Will of Curtis Hillyer, had sole
voting and investment power with respect to all of the Company's Series A
Convertible Preferred Shares, which are convertible into a total of 161,374
Common Shares, or 2.46% of the Common Shares outstanding following
conversion.
</TABLE>
<TABLE>
<CAPTION>
NUMBER OF
COMMON SHARES
DIRECTOR, NOMINEE, NAMED BENEFICIALLY PERCENT
EXECUTIVE OFFICER, OR GROUP OWNED OF CLASS
- - ---------------------------------- -------------- ---------
<S> <C> <C>
Theodore M. Alfred ................ 8,450 0.13%
Stephen M. DuBrul, Jr. ............ 4,000 0.06%
Hugh B. Jacks ..................... 2,754 0.04%
Gerald C. McDonough ............... 3,881 0.06%
Donald R. Melville ................ 3,500 0.05%
Terry S. Parker ................... 0 0.00%
Paul J. Powers .................... 2,590 0.04%
David L. Swift (1) ................ 233,933 3.65%
Robert M. Taylor .................. 4,170 0.07%
Karl E. Ware ...................... 4,680 0.07%
Earl J. Bellisario (2) ............ 32,561 0.51%
Mark H. Hoffman ................... 0 0.00%
Jon Slaybaugh(3) .................. 7,114 0.11%
James E. Helton(4) ................ 5,644 0.09%
19 present directors and executive
officers including those listed
above(5) ......................... 351,341 5.48%
<FN>
- - ------------
(1) Includes 208,500 Common Shares subject to options that are exercisable
within 60 days of November 30, 1995.
(2) Includes 24,250 Common Shares subject to options that are exercisable
within 60 days of November 30, 1995.
(3) Includes 5,500 Common Shares subject to options that are exercisable
within 60 days of November 30, 1995.
(4) Includes 5,580 Common Shares subject to options that are exercisable
within 60 days of November 30, 1995.
(5) Includes 286,800 Common Shares subject to options that are exercisable
within 60 days of November 30, 1995.
</TABLE>
Except as otherwise noted, the information concerning the Company in
this Proxy Statement has been taken from or is based upon documents and
records on file with the Commission and other publicly available information.
Neither the Purchaser nor Parent takes any responsibility for the accuracy or
completeness of the information contained in such documents and records, or
for any failure by the Company or any other third party to disclose events
that may have occurred and may affect the significance or accuracy of any such
information but which are unknown to the Purchaser and Parent.
19
<PAGE>
IMPORTANT
Your support is important. No matter how many Shares you own, please
give Parent your Agent Designation by:
SIGNING the enclosed GOLD Agent Designation card,
DATING the enclosed GOLD Agent Designation card, and
MAILING the enclosed GOLD Agent Designation card TODAY in the
envelope provided (no postage is required if mailed in the United States).
If you have any questions, would like a copy of the Offer to Purchase
and the Letter of Transmittal or require any additional information concerning
the Offer, please contact the Information Agent for the Offer, D.F. King & Co.,
Inc., 77 Water Street, New York, New York 10005, 1-800-628-8532. If you have any
questions or require any additional information concerning this Statement,
please contact _____________________ at the address set forth below. If any of
your Shares are held in the name of a brokerage firm, bank, bank nominee or
other institution, only it can vote such Shares and only upon receipt of your
specific instructions. Accordingly, please contact the person responsible for
your account and instruct that person to execute the BLUE proxy card.
20
<PAGE>
THIS AGENT DESIGNATION IS SOLICITED BY DANAHER CORPORATION AND WEC
ACQUISITION CORPORATION FOR THE APPOINTMENT OF DESIGNATED AGENTS TO CALL A
SPECIAL MEETING OF SHAREHOLDERS OF ACME-CLEVELAND CORPORATION.
Each of the undersigned hereby constitutes and appoints ___________,
__________ and _________, and each of them, with full power of substitution,
the proxies and agents of each of the undersigned (said proxies and agents,
together with each substitute appointed by any of them, if any, collectively,
the "Designated Agents") in respect of all Common Shares, par value $1 per
share, and Series A Convertible Preferred Shares, without par value
(collectively, the "Shares") of Acme-Cleveland Corporation (the "Company")
owned by the undersigned to do any or all of the following, to which each of
the undersigned hereby consents:
1. To take all such action as shall be necessary or appropriate to call (BUT
NOT TO VOTE AT) a special meeting of the shareholders of the Company (the
"Special Meeting") for the following purposes:
A. To consider and vote upon a proposal to remove all of the
incumbent Directors of the Company.
B. To amend the Regulations of the Company to reduce the size
of the Board of Directors from ten to three members.
C. To elect three new directors to fill the vacancies
resulting from such removal and reduction of the size of the Board.
D. To consider and vote upon a proposal to amend the Regulations of
the Company, to provide that Section 1701.831 ("the Ohio Control Share
Acquisition Law") of the Ohio Revised Code (the "ORC") does not apply to
"control share acquisitions" (as defined in division (Z)(1) of Section 1701.01
of the ORC) of Common Shares or Preferred Shares of the Company, unless either
(i) the shareholders of the Company have authorized, in accordance with the Ohio
Control Share Acquisition Law, the acquisition (the "Proposed Acquisition") of
Shares of the Company by WEC Acquisition Corporation (the "Purchaser") as
described in the Purchaser's Offer to Purchase dated March 7, 1996, as amended
from time to time or (ii) the Purchaser is otherwise satisfied, in its sole
discretion, that the Ohio Control Share Acquisition Law is invalid or
inapplicable to the Proposed Acquisition.
E. To consider and vote upon any other matter that properly
comes before the Special Meeting.
2. To request, in a writing delivered either in person or by
registered mail to the President or the Secretary of the Company,
that such officer forthwith cause to be given, to the Company's
21
<PAGE>
shareholders entitled thereto, notice of the Special Meeting to be held on a
date not less than seven nor more than sixty days after the receipt of such
request, as such officer may fix; and if such notice is not given within
fifteen days after the delivery or mailing of such request, to fix the time of
the Special Meeting and to give notice thereof as provided in division (A) of
Section 1701.41 of the ORC, or to cause such notice to be given by any
designated representative.
3. To request that the Board of Directors of the Company fix a record date for
the determination of the shareholders of the Company, who are entitled to
receive notice of and to vote at the Special Meeting, within such period as
the Designated Agents may request and, if the Board of Directors of the
Company fails or refuses to fix such record date within such time, to fix a
record date for such purpose, subject to the limitations set forth in division
(A) of Section 1701.45 of the ORC.
4. If the Designated Agents duly fix the record date for the Special Meeting,
then also, if such Designated Agents determine that it is necessary to do so,
to fix another record date for any adjournment of the Special Meeting, subject
to the limitations set forth in division (A) of Section 1701.45 of the ORC, and
to the extent and in the manner provided by the ORC, to give notice thereof and
of the date to which the Special Meeting shall have been adjourned to the
Company's shareholders of record as of said new record date in accordance with
the same requirements as those applying to a meeting newly called.
5. To exercise any and all of the other rights of each of the undersigned
incidental to (i) calling the Special Meeting, (ii) causing notice of the
Special Meeting and any adjournment thereof to be given to the Company's
shareholders, (iii) causing a record date to be fixed for the determination of
the Company's shareholders entitled to notice of and to vote at the Special
Meeting and at any adjournment thereof, and (iv) causing the purposes of the
authority expressly granted hereinabove to the Designated Agents to be carried
into effect; provided, however, that NOTHING CONTAINED IN THIS INSTRUMENT
SHALL BE CONSTRUED TO GRANT TO THE DESIGNATED AGENTS THE RIGHT, POWER OR
AUTHORITY TO VOTE ANY SHARES OWNED BY THE UNDERSIGNED AT THE SPECIAL MEETING.
22
Dated: ______________________, 1996
-------------------------------------
(Signature)
-------------------------------------
(Signature, if jointly held)
Title: _____________________________
Please sign exactly as name
appears hereon. When shares
are held by joint tenants,
both should sign. When
signing as an attorney,
executor,administrator,
trustee or guardian, give
full title as such. If a
corporation,sign in full
corporate name by President or
other authorized officer. If a
partnership, sign in
partnership name by authorized
person.
PLEASE SIGN, DATE AND MAIL PROMPTLY IN THE ENCLOSED ENVELOPE.
23
