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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 10)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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ACME-CLEVELAND CORPORATION
(Name of Subject Company)
WEC ACQUISITION CORPORATION
DANAHER CORPORATION
(Bidders)
COMMON SHARES, PAR VALUE $1 PER SHARE
(INCLUDING THE ASSOCIATED RIGHTS)
SERIES A CONVERTIBLE PREFERRED SHARES,
WITHOUT PAR VALUE
(Title of Class of Securities)
004626107
(CUSIP Number of Class of Securities)
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PATRICK W. ALLENDER
WEC ACQUISITION CORPORATION
C/O DANAHER CORPORATION
1250 24TH STREET, N.W., SUITE 800
WASHINGTON, D.C. 20037
TELEPHONE: (202) 828-0850
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of Bidders)
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Copy to:
MORRIS J. KRAMER, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
919 THIRD AVENUE
NEW YORK, N.Y. 10022
TELEPHONE: (212) 735-3000
CALCULATION OF FILING FEE
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TRANSACTION AMOUNT OF
VALUATION* FILING FEE
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$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
affiliates). The amount of the filing fee, calculated in accordance
with Regulation 240.0-11 of the Securities Exchange Act of 1934, as
amended, equals 1/50th of one percent of the value of Shares
purchased.
[X] Check box if any part of the fee is offset as provided by Rule
0-11(A)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $36,384.04 Filing Party: WEC Acquisition Corporation
Danaher Corporation
Form or Registration No.: Schedule 14D-1 Date Filed: March 7, 1996
Tender Offer
Statement
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WEC Acquisition Corporation (the "Purchaser"), a Delaware corporation
and a wholly owned subsidiary of Danaher Corporation, a Delaware corporation
("Parent"), and Parent hereby amend and supplement their Tender Offer Statement
on Schedule 14D-1, as heretofore amended (the "Schedule 14D-1"), relating to the
Purchaser's offer to purchase all outstanding common shares, par value $1 per
share (including the associated rights), and all outstanding Series A
Convertible Preferred Shares, without par value (collectively, the "Shares"), of
Acme-Cleveland Corporation, an Ohio corporation (the "Company"). Capitalized
terms used herein and not otherwise defined shall have the meanings set forth in
the Schedule 14D-1 or the Offer to Purchase filed as an exhibit thereto.
Item 3. Past Contacts, Transactions or Negotiations with the Subject Company.
Parent and the Company have entered into an Agreement and Plan of
Merger, dated as of May 31, 1996 (the "Merger Agreement"), which provides,
among other things, that the price to be paid in the Offer be increased to $30
in cash per outstanding Share. The Merger Agreement also provides for a follow-
up merger of the Company and the Purchaser at $30 per Share.
The information set forth in Exhibit (g)(13) is incorporated herein by
reference.
Item 7. Contracts, Arrangements, Understandings or Relationships With Respect to
the Subject Company's Securities.
The information set forth in Exhibit (g)(13) is incorporated herein by
reference.
Item 10. Additional Information.
The information set forth in Exhibit (g)(13) is incorporated herein by
reference.
Item 11. Material to be Filed as Exhibits.
(g)(13) Press Release, dated June 3, 1996.
2
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and
correct.
Dated: June 3, 1996
WEC ACQUISITION CORPORATION
By: /s/ C. Scott Brannan
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Name: C. Scott Brannan
Title: Vice President Administration
and Controller
DANAHER CORPORATION
By: /s/ C. Scott Brannan
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Name: C. Scott Brannan
Title: Vice President and Secretary
3
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EXHIBIT INDEX
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EXHIBIT PAGE
NUMBER EXHIBIT NAME NUMBER
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(g)(13) Press Release, dated June 3, 1996.
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DANAHER CORPORATION
1250 24TH STREET N.W.
SUITE 800
WASHINGTON, D.C. 20037
TELEPHONE (202) 828-0850
TELECOPIER (202) 828-0860
FOR IMMEDIATE RELEASE CONTACT: Patrick Allender
Chief Financial Officer
Danaher Corporation
(202) 828-0850
Ronald C. Drabik
Vice President and Treasurer
Acme-Cleveland Corp.
(216) 595-9090
DANAHER CORPORATION AND ACME-CLEVELAND CORPORATION AGREE TO
DANAHER'S ACQUISITION OF ACME-CLEVELAND AT $30 PER SHARE
WASHINGTON, DC., June 3, 1996 -- Danaher Corporation (NYSE: DHR) and
Acme-Cleveland Corporation (NYSE: AMT) announced a definitive merger agreement
dated May 31, 1996 under which Danaher is amending its outstanding tender offer
to increase the offer price from $27 to $30 per share in cash for all
outstanding Acme-Cleveland shares and stock purchase rights not owned by
Danaher. Holders of any Acme-Cleveland shares not owned by Danaher after the
tender offer will receive $30 per share in a merger. The transaction has a
totally equity value, including the Acme-Cleveland shares already owned by
Danaher of approximately $200 million.
The directors of Acme-Cleveland have unanimously approved the merger
agreement. The directors were advised by Goldman, Sachs, Acme-Cleveland's
financial advisor.
"We are pleased we have reached agreement with Acme-Cleveland," George
M. Sherman, President and Chief Executive Officer of Danaher Corporation said.
"Acme-Cleveland will fit well with our process/environmental controls segment."
David L. Swift, Chairman, President and Chief Executive Officer of Acme-
Cleveland Corporation, said: "In acquiring Acme-Cleveland, Danaher is getting a
group of attractive companies with good growth prospects and an excellent cadre
of talented people. Our Board has worked actively and successfully to optimize
shareholder value."
Acme-Cleveland has amended its common stock purchase rights so that they
will not be triggered by the amended offer. The amended offer remains subject to
the acquisition of a majority of Acme-Cleveland shares on a fully diluted basis,
including shares owned by Danaher, approval by Acme-Cleveland's shareholders
under the Ohio Control Share Acquisition Law, and to certain other conditions.
Acme-Cleveland has set July 2, 1996 as the date for such Control Share
Acquisition meeting and June 13, 1996 as the record date for such meeting.
Danaher's current tender offer was scheduled to expire on June 5. The
amended offer will expire at 5 p.m. on July 2, 1996, unless the offer is further
extended. Danaher said that approximately 55,000 Acme-Cleveland shares had been
tendered as of the close of business on May 31, 1996.
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 Components,
and Process/Environmental Controls.
