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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT No. 12)
TENDER OFFER STATEMENT
PURSUANT TO SECTIONS 14(D)(1)
OF THE
SECURITIES EXCHANGE ACT OF 1934
ACME-CLEVELAND CORPORATION
(NAME OF SUBJECT COMPANY)
WEC ACQUISITION CORPORATION
DANAHER CORPORATION
(BIDDERS)
COMMON SHARES, PAR VALUE $1 PER SHARE
(INCLUDING THE ASSOCIATED RIGHTS)
SERIES A CONVERTIBLE PREFERRED STOCK,
WITHOUT PAR VALUE
(TITLE OF CLASS OF SECURITIES)
004626107
(CUSIP NUMBER OF CLASS OF SECURITIES)
PATRICK W. ALLENDER
WEC ACQUISITION CORPORATION
C/O DANAHER CORPORATION
1250 24TH STREET, N.W., SUITE 800
WASHINGTON, D.C. 20037
TELEPHONE: (202) 828-0850
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
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COPY TO:
MORRIS J. KRAMER
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
919 THIRD AVENUE
NEW YORK, NY 10022
TELEPHONE: (212) 735-3000
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CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$202,437,720 $40,487.54
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* For purposes of calculating fee only. This amount assumes the
purchase at a purchase price of $30 per Share of an aggregate of
6,747,924 Shares, consisting of 6,430,078 Common Shares, 161,374
Preferred Shares and 461,472 Shares issuable upon conversion of
Options (less 305,000 Shares owned by Parent or any of its affili-
ates). The amount of the filing fee, calculated in accordance
with Regulation 240.0-11 of the Securities Exchange Act of 1934,
as amended, equals 1/50th of one percentum of the value of Shares
purchased.
[X] CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE
0-11(A)(2) AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS
PREVIOUSLY PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATE-
MENT NUMBER, OR SCHEDULE AND THE DATE OF ITS FILING.
AMOUNT PREVIOUSLY PAID: $40,487.54 FILING PARTY: WEC Acquisition
Corporation and Danaher
Corporation
FORM OR REGISTRATION NO.: DATE FILED: June 3, 1996
Schedule 14D-1 Amendment No. 10
Tender Offer Statement
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WEC Acquisition Corporation (the "Purchaser"), a Delaware corpora-
tion and a wholly owned subsidiary of Danaher Corporation ("Parent"),
and Parent hereby amend their Tender Offer Statement on Schedule 14D-1,
as heretofore amended (the "Schedule 14D-1"), relating to the
Purchaser's Offer to purchase all outstanding common shares, par value
$1 per share (including the associated rights), and all outstanding
Series A Convertible Preferred Shares, without par value (collectively
the "Shares"), of Acme-Cleveland Corporation, an Ohio corporation (the
"Company"). Capitalized terms used herein and not otherwise defined
shall have the meanings set forth in the Schedule 14D-1 or the Offer to
Purchase filed as an exhibit thereto.
ITEM 10. ADDITIONAL INFORMATION.
The information set forth in Exhibit (g)(20) is incorporated herein
by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(g)(20) Joint Press Release, dated July 2, 1996
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true,
complete and correct.
Dated: July 2, 1996 WEC ACQUISITION CORPORATION
By: /s/ C. Scott Brannan
Name: C. Scott Brannan
Title: Vice President
Administration and Controller
DANAHER CORPORATION
By: /s/ C. Scott Brannan
Name: C. Scott Brannan
Title: Vice President and
Secretary
EXHIBIT INDEX
EXHIBIT EXHIBIT NAME
NUMBER
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(g)(20) Joint Press Release, dated July 2, 1996
Exhibit (g)(20)
Danaher Tender Offer Approved by Acme-Cleveland Shareholders
Under Ohio Control Share Acquisition Law; Offer Set to Expire Tonight
Washington, D.C., July 2, 1996 -- Danaher Corporation (NYSE: DHR)
and Acme-Cleveland Corporation (NYSE: AMT) announced today that Acme-
Cleveland's shareholders have approved the purchase of Acme-Cleveland
shares by Danaher under the Ohio Control Share Acquisition law.
The purchase is to be made under Danaher's tender offer for all
outstanding shares at $30 per share. The tender offer is scheduled to
expire at 5:00 p.m., New York City time, today.
As previously announced, any Acme-Cleveland shares not purchased
in the tender offer will be acquired in a subsequent merger transaction
at the same $30 per share cash price.
Acme-Cleveland Corporation manufactures and sells communication,
motion control, and measurement products and systems, and related parts
and services.
Danaher Corporation is a leading manufacturer of Tools and Compo-
nents, and Process/Manufacturing Controls.
