<PAGE>
CONTROL SHARE 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:
[ ] PRELIMINARY PROXY STATEMENT
[X] 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 STATEMENT)
[X] $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 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 7, 1996
<PAGE>
PROXY STATEMENT
OF
DANAHER CORPORATION
AND
WEC ACQUISITION CORPORATION
FOR THE
SPECIAL MEETING OF SHAREHOLDERS
OF ACME-CLEVELAND CORPORATION
TO BE HELD ON APRIL 25, 1996
PURSUANT TO SECTION 1701.831
OF THE OHIO REVISED CODE
This Proxy Statement is furnished by Danaher Corporation ("Parent"), a
Delaware corporation, and by WEC Acquisition Corporation (the "Purchaser"), a
Delaware corporation and a wholly owned subsidiary of Parent, in connection
with their solicitation of proxies to be used for the purposes described
herein at the Special Meeting of Shareholders of Acme-Cleveland Corporation,
an Ohio corporation (the "Company"), to be held on April 25, 1996, and at any
adjournments or postponements thereof (the "Special Meeting"). This Proxy
Statement and the accompanying BLUE proxy card are first being sent or given
to shareholders on or about March 20, 1996. The record date for the Special
Meeting is March 25, 1996 (the "Record Date"). The principal executive
offices of the Company are located at 30100 Chagrin Boulevard, Suite 100,
Pepper Pike, Ohio 44124-5705.
Parent and the Purchaser are soliciting proxies to authorize, in
accordance with Section 1701.831 (the "Ohio Control Share Acquisition Law")
of the Ohio Revised Code (the "ORC"), the acquisition by Parent or the
Purchaser (or one or more subsidiaries of Parent) of Common Shares, par value
$1 per share (including the associated rights (the "Rights") issued pursuant
to the Rights Agreement, dated as of March 11, 1996, between the Company and
Society National Bank, as Rights Agent), and Series A Convertible Preferred
Shares, without par value (collectively, the "Shares"), of the Company that,
when added to all other Shares in respect of which Parent and the Purchaser
may exercise or direct voting power in the election of the Company's
directors, would entitle Parent and the Purchaser to exercise a majority or
more of such voting power.
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").
As more fully described below under "Ohio Control Share Acquisition Law,"
the Ohio Control Share Acquisition Law requires shareholder authorization to
be obtained before any person may acquire any interest in Shares that would
entitle such person directly or indirectly to control 20% or more of the
voting power of the Company in the election of its directors. The Special
Meeting has been called by the Company's Board of Directors pursuant to the
Ohio Control Share Acquisition Law for the purpose of voting on the
acquisition (the "Acquisition Proposal") of at least a majority of the
outstanding Shares by the Purchaser or Parent (or one or more subsidiaries of
Parent) as contemplated by and in accordance with the terms and conditions of
the Offer to Purchase. The Special Meeting is scheduled to be held on April
25, 1996 at a time and place to be announced by the Company in the notice of
the Special Meeting to be sent by the Company to the Company's shareholders.
SHARES WILL NOT BE ACCEPTED FOR PAYMENT PURSUANT TO THE OFFER UNLESS,
AMONG OTHER THINGS, (I) THE ACQUISITION BY THE PURCHASER OF SHARES PURSUANT
TO THE OFFER IS AUTHORIZED BY THE SHAREHOLDERS OF THE COMPANY AT THE SPECIAL
MEETING OR (II) THE PURCHASER, IN ITS SOLE DISCRETION, IS SATISFIED THAT THE
PROVISIONS OF THE OHIO CONTROL SHARE ACQUISITION LAW ARE INVALID OR
INAPPLICABLE TO SUCH ACQUISITION. ACCORDINGLY, IF YOU WANT THE OPPORTUNITY TO
RECEIVE $27 NET PER SHARE IN CASH PURSUANT TO THE OFFER, YOU SHOULD COMPLETE
AND RETURN THE ACCOMPANYING BLUE PROXY CARD VOTING FOR AUTHORIZATION OF THE
ACQUISITION PROPOSAL.
<PAGE>
YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND RETURN THE ACCOMPANYING BLUE
PROXY CARD TODAY. IF YOU WANT THE OPPORTUNITY TO RECEIVE $27 NET PER SHARE IN
CASH PURSUANT TO THE OFFER, WE URGE YOU TO SIGN AND MAIL PROMPTLY THE
ENCLOSED BLUE PROXY CARD IN FAVOR OF THE ACQUISITION PROPOSAL.
SHAREHOLDER AUTHORIZATION OF THE ACQUISITION PROPOSAL WILL NOT REQUIRE YOU
TO TENDER YOUR SHARES TO THE PURCHASER. CONSUMMATION OF THE OFFER, HOWEVER,
IS CONDITIONED UPON AUTHORIZATION BY THE SHAREHOLDERS OF THE COMPANY OF THE
ACQUISITION PROPOSAL TO THE EXTENT REQUIRED BY LAW. ACCORDINGLY, IT IS
IMPORTANT THAT SHAREHOLDERS WHO WISH TO TENDER THEIR SHARES TO THE PURCHASER
PURSUANT TO THE OFFER VOTE FOR THE AUTHORIZATION OF THE ACQUISITION PROPOSAL
ON THE ENCLOSED BLUE PROXY CARD.
Tendering Shares pursuant to the Offer will NOT constitute a vote in favor
of the Acquisition Proposal. Instead you must vote by using the enclosed BLUE
proxy card or by voting in person at the Special Meeting.
If you have any questions about the voting of Shares, the Offer or the
Acquisition Proposal, please call D.F. King & Co., Inc. toll free at
1-800-628-8532.
VOTING AT THE SPECIAL MEETING
At the Special Meeting, shareholders will be asked to authorize the
Acquisition Proposal, which requires (i) the affirmative vote of the holders
of a majority of the Shares present at the Special Meeting in person or by
proxy, (ii) the affirmative vote of the holders of a majority of such Shares
excluding Shares which are "Interested Shares" (as such term is defined
below) and (iii) the presence of a quorum at the Special Meeting. The Ohio
Control Share Acquisition Law provides that a quorum shall be deemed to be
present at the Special Meeting if at least a majority of the Shares, and a
majority of the Shares excluding those that are "Interested Shares," are
represented at such meeting in person or by proxy.
Shareholders of the Company will be asked (i) to approve a resolution of
the Company's shareholders authorizing the Acquisition Proposal and (ii) to
confer authority to the proxies named in the accompanying proxy to initiate
and vote for a proposal to adjourn the Special Meeting to allow the
solicitation of additional votes, if necessary, to authorize the Acquisition
Proposal under the Ohio Control Share Acquisition Law (the "Adjournment
Proposal"). 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, each of which is
entitled to one vote on the Acquisition Proposal (provided that, as described
herein, votes of Shares which are "Interested Shares" may be excluded for
certain purposes) and the Adjournment Proposal.
A VOTE IN FAVOR OF THE ACQUISITION PROPOSAL WILL NOT REQUIRE THAT YOU
TENDER SHARES IN THE OFFER. IT WILL AFFORD SHAREHOLDERS AN OPPORTUNITY TO
DECIDE FOR THEMSELVES WHETHER TO ACCEPT THE OFFER.
Whether or not you plan to attend the Special Meeting, we urge you to vote
FOR the Acquisition Proposal and FOR the Adjournment Proposal by so
indicating on the accompanying BLUE proxy card and immediately mailing it in
the enclosed envelope. A shareholder may revoke a proxy at any time before it
is voted by delivering a written notice of revocation or a later dated proxy
for the Special Meeting to Acme-Cleveland Corporation, 30100 Chagrin
Boulevard, Suite 100, Pepper Pike, Ohio 44124-5705 (please send a copy of any
revocation or later dated proxy to Danaher Corporation, c/o D.F. King & Co.,
Inc., 77 Water Street, New York, New York 10005). Proxies may also be revoked
at the Special Meeting. Attendance at the Special Meeting will not in and of
itself revoke a proxy. Unless revoked in the manner set forth above, proxies
in the form accompanying this Proxy Statement will be voted at the Special
Meeting in accordance with your instructions. In the absence of such
instructions, such proxies will be voted FOR the Acquisition Proposal and FOR
the Adjournment Proposal, if presented by Parent.
Any abstention from voting on a proxy which has not been revoked will
count as a vote withheld (and thus will have the same practical effect as a
"no" vote), and will be included in computing the number of Shares present
for purposes of determining whether a quorum is present at the Special
Meeting. If a broker indicates on a proxy which has not been revoked that it
does not have discretionary authority as to certain Shares to vote on the
Acquisition Proposal or the Adjournment Proposal (a "broker
2
<PAGE>
non-vote"), those Shares will also be considered present for purposes of
determining the presence of a quorum (and thus a broker non-vote will also
have the same practical effect as a "no" vote on such proposal).
THE OFFER
On March 7, 1996, the Purchaser commenced the Offer. 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
or another subsidiary of Parent 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 in the Offer to Purchase.
On March 11, 1996, the Company announced that its Board of Directors had
adopted a shareholder rights plan. Accordingly, the Offer is now conditioned,
among other things, upon the redemption of the Rights to be issued pursuant
to such plan by the Board of Directors of the Company or upon the Purchaser
being satisfied, in its sole discretion, that the Rights have been
invalidated or are otherwise inapplicable to the Offer and the Proposed
Merger.
The Schedule 14D-1, which includes the Offer to Purchase and was filed by
the Purchaser and Parent with 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, and 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.
IF THE ACQUISITION PROPOSAL IS NOT AUTHORIZED BY THE SHAREHOLDERS OF THE
COMPANY AT THE SPECIAL MEETING, THEN SHARES WILL NOT BE ACCEPTED FOR PAYMENT
PURSUANT TO THE OFFER UNLESS THE PURCHASER IS SATISFIED, IN ITS SOLE
DISCRETION, THAT THE PROVISIONS OF THE OHIO CONTROL SHARE ACQUISITION LAW ARE
INVALID OR INAPPLICABLE TO THE ACQUISITION BY THE PURCHASER OF SHARES
PURSUANT TO THE OFFER.
BY VOTING IN FAVOR OF THE ACQUISITION PROPOSAL, A SHAREHOLDER IS NOT
REQUIRED TO TENDER SHARES IN THE OFFER AND WOULD NOT BE PROHIBITED FROM LATER
VOTING AGAINST ANY OTHER PROPOSED CONTROL SHARE ACQUISITION OR BUSINESS
COMBINATION INVOLVING THE COMPANY, PARENT OR THE PURCHASER. SHAREHOLDER
AUTHORIZATION OF THE ACQUISITION PROPOSAL WOULD SIMPLY GIVE YOU THE
OPPORTUNITY TO SELL YOUR SHARES TO PURCHASER PURSUANT TO THE OFFER.
OHIO CONTROL SHARE ACQUISITION LAW
The Ohio Control Share Acquisition Law provides that 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 of the shareholders. An "issuing public
corporation" is defined as a corporation organized for profit under the laws
of Ohio, with 50 or more shareholders, that has its principal place of
business, principal executive offices or substantial assets in Ohio, and as
to which there is no close corporation agreement in existence. The Company is
an issuing public corporation, as so defined.
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 control any of the following ranges of
voting power of such issuing public corporation in the election of directors:
(a) one-fifth or more but less than one-third of such voting power, (b)
one-third or more but less than a majority of such voting power, or (c) a
majority or more of such voting power. An acquisition of shares
3
<PAGE>
of an issuing public corporation, however, does not constitute a control
share acquisition if, among other things, the acquisition is consummated
pursuant to a merger or consolidation effected in compliance with the ORC if
the issuing public corporation is the surviving or new corporation in the
merger or consolidation or is the acquiring corporation in the combination or
majority share acquisition.
Any person who proposes to make a control share acquisition must deliver
an "acquiring person statement" to the issuing public corporation, which
statement shall include: (a) the identity of the acquiring person, (b) a
statement that the acquiring person statement is given pursuant to the Ohio
Control Share Acquisition Law, (c) the number of shares of the issuing public
corporation owned, directly or indirectly, by such acquiring person, (d) the
range of voting power in the election of directors under which the proposed
acquisition would, if consummated, fall (i.e., in excess of 20%, 33 1/3 % or
50%), (e) a description of the terms of the proposed acquisition and (f)
representations of the acquiring person that the acquisition will not be
contrary to the law and that such acquiring person has the financial capacity
to make the proposed acquisition (including the facts upon which such
representations are based). The Purchaser and Parent delivered an acquiring
person statement (the "Acquiring Person Statement") to the Company on March
7, 1996.
Within ten days of receipt of a qualifying acquiring person statement, the
directors of the issuing public corporation must call a special shareholders
meeting to vote on the proposed acquisition. Unless the acquiring person
otherwise agrees, the meeting must be held within 50 days of receipt of such
statement. However, the acquiring person may, and Parent and the Purchaser
did, request in the Acquiring Person Statement that the meeting be held no
sooner than 30 days after the receipt of such statement. The Special Meeting
cannot be held later than certain other special meetings of shareholders
called by the issuing public corporation in compliance with the ORC after
receipt of a qualifying acquiring person statement.
The issuing public corporation is required to send a notice of the special
meeting as promptly as reasonably practicable to all shareholders of record
as of the record date set for such meeting, together with a copy of the
acquiring person statement and a statement of the issuing public corporation,
authorized by its directors, of its position or recommendation, or that it is
taking no position, with respect to the proposed control share acquisition.
The acquiring person may make the proposed control share acquisition only
if, (a) at a meeting at which a quorum is present, a majority of the voting
power entitled to vote in the election of directors represented (in person or
by proxy) at such meeting and a majority of such voting power excluding
"Interested Shares," authorize the control share acquisition and (b) such
acquisition is consummated, in accordance with the terms so authorized,
within 360 days following such authorization. "Interested Shares" is defined
in the ORC to mean shares as to which any of the following may exercise or
direct the exercise of voting power in the election of directors: (i) an
acquiring person, (ii) an officer of the issuing public corporation elected
or appointed by its directors or (iii) any employee of the issuing public
corporation who is also a director of such corporation. "Interested Shares"
also means shares of the issuing public corporation acquired, directly or
indirectly, by any person or group for 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 the Ohio Control Share Acquisition Law for the
purpose of voting on a control share acquisition proposed by an acquiring
person, if either of the following apply: (i) the aggregate consideration
paid or otherwise given by the person who acquired the shares, and any other
persons acting in concert with such person, for all shares exceeds $250,000
or (ii) the number of shares acquired by the person who acquired the shares,
and any other persons acting in concert with such person, exceeds 1/2 of 1%
of the outstanding shares of the corporation entitled to vote in the election
of directors (the "Interested Shares" described in this sentence are referred
to herein as "Disqualified Shares"). See "Litigation Concerning Disqualified
Shares" below.
Dissenters' rights are not available to shareholders of an issuing public
corporation in connection with the authorization of a control share
acquisition.
4
<PAGE>
THE FOREGOING SUMMARY DOES NOT PURPORT TO BE A COMPLETE STATEMENT OF THE
PROVISIONS OF THE OHIO CONTROL SHARE ACQUISITION LAW AND THE RELATED
PROVISIONS OF THE ORC. THE FOREGOING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO THE OHIO CONTROL SHARE ACQUISITION LAW AND THE ORC.
LITIGATION CONCERNING DISQUALIFIED SHARES
On March 7, 1996, Parent and the Purchaser commenced an action in the
United States District Court for the Southern District of Ohio, Eastern
Division, against the Company, the Commissioner of Securities of the Ohio
Division of Securities and the Director of Commerce of the Ohio Department of
Commerce 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 the Disqualified Shares, 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 The United States Shoe Corporation. Parent and the Purchaser
believe that such ruling should also be applicable to the Offer. The Court has
set a hearing to determine whether the application of certain provisions of the
Ohio Control Share Acquisition Law should be enjoined. Such hearing has been
set for April 9, 1996 and, if necessary, April 10, 1996.
OTHER MATTERS
Except as set forth herein, neither Parent nor the Purchaser is aware of
any other substantive matter to be considered at the Special Meeting.
However, if any other matter properly comes before the Special Meeting, the
proxies also confer authority to the persons named in the accompanying proxy
to vote the Shares to which the proxy relates on such matter at their
discretion.
The Offer to Purchase contains important information and should be read by
shareholders before any decision is made with respect to voting on the
Acquisition Proposal.
Only holders of record of Shares as of the close of business on the Record
Date will be entitled to vote. If you are a shareholder of record on the
Record Date, you will retain your voting rights for the Special Meeting even
if you sell such Shares after the Record Date or if you tender such Shares
pursuant to the Offer, whether before or after the Record Date. The tender of
Shares pursuant to the Offer does not constitute the grant to Parent or the
Purchaser of a proxy or any voting rights 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 vote the Shares held by you on the
Record Date, or grant a proxy to vote such Shares on the BLUE proxy card even
if you sell such Shares after the Record Date or tender such 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 on the Record Date, only it can execute a proxy
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 BLUE proxy card.
PLEASE SIGN, DATE AND MAIL THE ACCOMPANYING BLUE PROXY CARD PROMPTLY. NO
POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. BY SIGNING AND MAILING
THE ACCOMPANYING BLUE PROXY CARD, ANY PROXY PREVIOUSLY SIGNED BY YOU WITH
RESPECT TO THE ACQUISITION PROPOSAL WILL BE AUTOMATICALLY REVOKED.
SOLICITATION OF PROXIES
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.
5
<PAGE>
Parent has retained D.F. King & Co., Inc. ("King") for solicitation
services in connection with this solicitation. King will be paid an aggregate
fee of approximately $30,000 for acting (a) as proxy solicitor in connection
with this solicitation and (b) as Information Agent in connection with the
Offer. King may also receive additional reasonable and customary compensation
for providing additional advisory services in connection with this
solicitation and any other proxy solicitations Parent may undertake with
respect to the Company. Parent has also agreed to reimburse King for its
reasonable out-of-pocket expenses and to indemnify King against certain
liabilities and expenses, including liabilities and expenses under the
federal securities laws. King 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 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's 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 $60,000. Total
costs incurred to date in furtherance of or in connection with these proxies
are approximately $40,000.
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's shareholders and, in
appropriate circumstances, will provide the Company's shareholders with a
reasonable opportunity to revoke their proxies prior to the Special Meeting.
SHAREHOLDER PROPOSALS
According to the Company's proxy statement relating to its 1996 Annual
Meeting of Shareholders, any notice of a qualified shareholder submitting a
proposal for inclusion in the 1997 Annual Meeting of Shareholders of the
Company must be in proper form and must be received by the Company no later
than October 1, 1996.
6
<PAGE>
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 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 King 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, AS FILED WITH THE
COMMISSION.
PLEASE INDICATE YOUR SUPPORT OF THE PURCHASER'S OFFER BY COMPLETING,
SIGNING AND DATING THE ENCLOSED BLUE PROXY CARD AND RETURNING IT PROMPTLY TO
DANAHER CORPORATION, C/O D.F. KING & CO., INC., 77 WATER STREET, NEW YORK,
NEW YORK 10005, 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 20, 1996
7
<PAGE>
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
OF PARENT AND THE PURCHASER
PARENT
The executive officers of Parent are:
<TABLE>
<CAPTION>
OFFICER
NAME AGES POSITION SINCE
- --------------------- ------ ----------------------------------------------- ---------
<S> <C> <C> <C>
Steven M. Rales ...... 44 Chairman of the Board 1984
Mitchell P. Rales ... 39 Chairman of the Executive Committee 1984
George M. Sherman ... 54 Chief Executive Officer, President and Director 1990
Patrick W. Allender . 49 Senior Vice President, Chief Financial Officer 1987
and Secretary
James H. Ditkoff .... 50 Vice President-Finance/Tax 1991
Dennis D. Claramunt . 50 Vice President and Group Executive 1994
C. Scott Brannan .... 37 Vice President Administration and Controller 1987
John P. Watson ....... 51 Vice President and Group Executive 1993
H. Lawrence Culp, Jr. 52 Vice President and Group Executive 1995
Gregory T.H. Davies . 48 Vice President and Group Executive 1995
</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.
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.
S-1
<PAGE>
THE PURCHASER
Each of the individuals set forth below has been a director or an
executive officer of the Purchaser since its organization in March 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>
OTHER PERSONS
The following individuals are representatives of the Dealer Manager who
may solicit proxies:
<TABLE>
<CAPTION>
<S> <C>
William Rifkin ................... Managing Director, Merrill Lynch & Co.
Merrill Lynch & Co.
World Financial Center
North Tower
New York, New York 10281-1330
Paul Stefanick ................... Director, Merrill Lynch & Co.
Merrill Lynch & Co.
World Financial Center
North Tower
New York, New York 10281-1330
Dragoljub Rajkovic ............... Associate, Merrill Lynch & Co.
Merrill Lynch & Co.
World Financial Center
North Tower
New York, New York 10281-1330
</TABLE>
SCHEDULE II
SHARES HELD BY PARENT AND THE PURCHASER
Parent beneficially owns 305,000 Shares.
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 18, 1996, Merrill Lynch held a net long position
of less than 1/2 of 1% of the Shares.
S-2
<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..... 161,374 100%
Marylou P. Hillyer (1)
74 Stewart Road
Short Hills, New Jersey 07078
Common Shares ........................... 596,800 9.45%
State of Wisconsin
Investment Board P.O. Box 7842
Madison, Wisconsin 53703
</TABLE>
- ------------
(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>
<CAPTION>
NUMBER OF
COMMON SHARES
DIRECTORS, 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%
John 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%
</TABLE>
S-3
<PAGE>
- ------------
(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.
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.
S-4
<PAGE>
IMPORTANT
Your Proxy is important. No matter how many Shares you own, please give
Parent your Proxy by:
SIGNING the enclosed BLUE proxy card,
DATING the enclosed BLUE proxy card, and
MAILING the enclosed BLUE proxy card TODAY in the envelope provided (no
postage is required if mailed in the United States).
If you have any questions or require any additional information concerning
this Proxy Statement or would like a copy of the Offer to Purchase or the
Letter of Transmittal and related documents, please contact D.F. King & Co.,
Inc., 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.
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
(212) 269-5550 (Call Collect)
or
(800) 628-8532
<PAGE>
PROXY
THIS PROXY IS SOLICITED BY DANAHER CORPORATION AND WEC ACQUISITION
CORPORATION FOR THE SPECIAL MEETING OF SHAREHOLDERS OF ACME-CLEVELAND
CORPORATION TO BE HELD PURSUANT TO SECTION 1701.831 OF THE OHIO REVISED
CODE.
The undersigned hereby appoints John W. Cornwell, Walter A. Denby and
Daniel M. Sullivan, and each of them, with full power of substitution, the
proxies of the undersigned to vote all outstanding Common Shares, par value
$1 per share, or Series A Convertible Preferred Shares, without par value
(collectively, "Shares"), of Acme-Cleveland Corporation (the "Company") that
the undersigned is entitled to vote at the Special Meeting of Shareholders of
the Company to be held on April 25, 1996 pursuant to Section 1701.831 of the
Ohio Revised Code (the "Special Meeting"), or at any adjournment or
postponement of the Special Meeting, on the following matters:
DANAHER CORPORATION AND WEC ACQUISITION CORPORATION RECOMMEND A VOTE FOR
ITEMS 1 AND 2.
1. Acquisition of Shares of the Company. A resolution of the Company's
shareholders authorizing the acquisition of a majority or more of the
outstanding Shares by WEC Acquisition Corporation or Danaher Corporation (or
one or more subsidiaries of Danaher Corporation) as contemplated by and in
accordance with the terms and conditions of Danaher Corporation and WEC
Acquisition Corporation's Offer to Purchase dated March 7, 1996, as the same
may be amended from time to time.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. Adjournment of Meeting. To initiate and vote for a proposal to adjourn the
Special Meeting to solicit additional votes, if necessary, to authorize the
acquisition of Shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
In their discretion, the proxies of the undersigned named above are
authorized to vote upon such other matters as may properly come before the
Special Meeting and any adjournment or postponement thereof.
[Proxy Continued On Reverse]
<PAGE>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED ON THE REVERSE
SIDE. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ACQUISITION
OF SHARES AND FOR THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY. THE
UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE PROXY STATEMENT OF DANAHER
CORPORATION AND WEC ACQUISITION CORPORATION DATED MARCH 20, 1996, SOLICITING
PROXIES FOR THE SPECIAL MEETING.
All previous proxies given by the undersigned to vote at the Special
Meeting or at any adjournment or postponement thereof are hereby revoked.
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 COMPLETE, SIGN, DATE AND MAIL PROMPTLY IN THE ENCLOSED ENVELOPE.
