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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 9)
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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$181,920,222 $36,384.04
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* For purposes of calculating fee only. This amount assumes the
purchase at a purchase price of $27 per Share of an aggregate of
6,737,786 Shares, consisting of 6,411,578 Common Shares, 161,374
Preferred Shares and 469,834 Shares issuable upon conversion of
Options (less 305,000 shares owned by Parent or any of its
affiliates). The amount of the filing fee, calculated in accordance
with Regulation 240.0-11 of the Securities Exchange Act of 1934, as
amended, equals 1/50th of one 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.
The information set forth in Exhibits (g)(11) and (g)(12) is
incorporated herein by reference.
Item 10. Additional Information.
The information set forth in Exhibits (g)(11) and (g)(12) is
incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
(g)(11) Letter dated May 24, 1996, from Parent to the Company.
(g)(12) Press Release, dated May 30, 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: May 30, 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)(11) Letter, dated May 24, 1996, from Parent to the Company.
(g)(12) Press Release, dated May 30, 1996.
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May 24, 1996
The Board of Directors
Acme-Cleveland Corporation
30100 Chagrin Boulevard, Suite 100
Pepper Pike, Ohio 44124-5705
Attention: Mr. David L. Swift
Chairman and Chief Executive Officer
Gentlemen:
We are pleased to inform you that we are prepared to offer to acquire Acme-
Cleveland Corporation at a price of $29 per outstanding share of common and
preferred stock. Our proposal is conditioned on the execution of a mutually
satisfactory acquisition agreement, approval under relevant provisions of Ohio
law and the inapplicability of your shareholders rights plan. Our proposal is
not subject to financing or to further due diligence.
We believe that this represents a full and fair price and reflects, among
other things, our due diligence review of Acme-Cleveland and our discussions
with your investments bankers.
It has been over two months since you announced that you were actively
exploring strategic alternatives to optimize shareholder value. We believe that
this has been more than enough time and are disappointed by the lack of a plan
to conclude the process.
Accordingly, our proposal will expire at 9:00 a.m., New York time, on
Tuesday, May 28, 1996 unless you accept it prior to such time. If you do not
accept our proposal by such time, we intend to seek to call a special meeting of
shareholders for the purpose of replacing the Acme-Cleveland board of directors.
If our nominees are elected, we intend to propose and seek to consummate the
acquisition of Acme-Cleveland, in connection with our $27 per share tender
offer. This price would reflect both the expenses of running a proxy contest
and the distracting influence of this prolonged process on the company's
operations.
We would prefer not taking such a drastic step and would not be taking it
were it not for the length of time that this process has taken and our belief
that, without action on our part, the process might continue indefinitely, which
we believe would not be in the best interest of shareholders, employees,
customers and suppliers.
We and our advisers are ready to meet with you and your advisers at any
time to discuss our offer and to answer any questions that you may have. Our
objective continues to be to conclude promptly a transaction that is supported
by the Acme-Cleveland Board of Directors.
Sincerely,
/s/ George M. Sherman
George M. Sherman
President and CEO
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
(202) 828-0850
DANAHER AND ACME-CLEVELAND DISCUSS A
$30 PER SHARE TRANSACTION
WASHINGTON, D.C. May 30, 1996-Danaher Corporation (NYSE-DHR) announced that
it has sent a letter to Acme-Cleveland Corporation (NYSE-AMT) in which it said
that it was prepared to increase its offer to acquire Acme-Cleveland at $29 a
share. Both parties are now discussing a transaction at $30 per share. There can
be no assurances that agreement will be reached or that a transaction will be
consummated.
On March 7, 1996, Danaher commenced a $27 per share tender offer for all
outstanding Acme-Cleveland shares. The offer is scheduled to expire at 5:00 p.m.
New York City time, on June 5, 1996, unless extended. Danaher has not made any
changes to the terms of its tender offer.
Danaher Corporation is a leading manufacturer of tools and components and
process/environmental controls.
