SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Schedule 14D-1
(Amendment No. 1)
Tender Offer Statement pursuant to Section 14(D)(1)
of the Securities Exchange Act of 1934
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Exide Electronics Group, Inc.
(Name of Subject Company)
PQR Acquisition Corporation
Danaher Corporation
(Bidders)
Common Stock, par value $.01 per share
(including the associated rights)
(Title of Class of Securities)
302052 6 10 5
(CUSIP Number of Class of Securities)
Series G Convertible Preferred Stock,
par value $.01 per share
(Title of Class of Securities)
Not Available
(CUSIP Number of Class of Securities)
Warrants to Purchase Shares of Common Stock
(Title of Class of Securities)
302052 6 11 3
(CUSIP Number of Class of Securities)
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Patrick W. Allender
PQR Acquisition Corporation
c/o Danaher Corporation
1250 24th Street, N.W., Suite 8000
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 LLP
919 Third Avenue
New York, N.Y. 10022
Telephone: (212) 735-3000
PQR Acquisition Corporation, 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 (the "Schedule 14D-1"), relating to the Purchaser's
offer to purchase all outstanding shares of common stock,
par value $.01 per share (including the associated
rights), all outstanding shares of Series G Convertible
Preferred Stock, par value $.01 per share, and all
outstanding warrants to purchase shares of Common Stock
at $13.475 per share of Common Stock, of Exide
Electronics Group, Inc., a Delaware corporation.
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 11. Material to be Filed as Exhibits.
(a)(9) Press release issued by Parent on July 11, 1997
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 11, 1997
PQR ACQUISITION CORPORATION
By: /s/ Patrick W. Allender
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Name: Patrick W. Allender
Title: Vice President
and Treasurer
DANAHER CORPORATION
By: /s/ Patrick W. Allender
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Name: Patrick W. Allender
Title: Senior Vice President,
Chief Financial Officer
and Secretary
Exhibit Index
Exhibit Page
Number Exhibit Name Number
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(a)(9) Press release issued by Parent
on July 11, 1997
FOR IMMEDIATE RELEASE
CONTACT: Patrick W. Allender
Chief Financial Officer
(202) 828-0850
DANAHER CORPORATION COMMENCES $20 PER SHARE TENDER OFFER FOR
EXIDE ELECTRONICS GROUP, INC.
_________________________________________________________________
WASHINGTON, D.C., July 11, 1997 - Danaher Corporation (NYSE:
DHR) announced that it commenced yesterday its previously
reported cash tender offer for all outstanding Exide Electronics
Group, Inc. (NASDAQ: XUPS) equity securities (common shares,
preferred shares and warrants) at a price equivalent to $20 per
common share.
The offer is conditioned on, among other things, (i) the
tender of a majority of the outstanding shares on a fully diluted
basis, (ii) the redemption or inapplicability of Exide's Rights
Plan and (iii) the approval of the acquisition for purposes of
Section 203 of the Delaware General Corporation Law or the
inapplicability of such section. The offer is to be followed by
a merger or similar transaction at the same cash price. The
offer is not conditioned on financing.
Headquartered in Raleigh, N.C., Exide Electronics provides
Strategic Power Management(TM) solutions to a broad range of
businesses and institutions worldwide. Exide Electronics'
products are used for networking, financial, medical, industrial,
voice and data communications, military and aerospace
applications -- wherever continuous power is essential to daily
operations.
Danaher Corporation is a leading manufacturer of Tools and
Components and Process/Environmental Controls.
(http://www.danaher.com)
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