SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Schedule 14D-1
(Amendment No. 2)
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, as amended (as amended, 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 10. ADDITIONAL INFORMATION
On August 6, 1997, Parent announced that it had
extended the Offer until 5:00 p.m., New York City time,
on August 20, 1997, unless further extended. The Offer
was originally scheduled to expire at 12:00 midnight, New
York City time, on August 6, 1997. Parent also announced
that the waiting period with respect to the Offer under
the HSR Act has expired.
The information set forth in Exhibit (a)(10) is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(10) Press release issued by Parent on August 6, 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: August 6, 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
(a)(10) Press release issued by Parent on
August 6, 1997
FOR IMMEDIATE RELEASE
CONTACT: Patrick W. Allender
Chief Financial Officer
(202) 828-0850
DANAHER CORPORATION EXTENDS TENDER OFFER FOR
EXIDE ELECTRONICS GROUP
______________________________________________________________
WASHINGTON, D.C., August 6, 1997 - Danaher Corporation
(NYSE: DHR) announced today that its has extended its 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 share until 5:00 p.m.,
New York City time, on August 20, 1997, unless further extended.
The offer, which is being made by a wholly owned subsidiary of
Danaher, was originally scheduled to expire at 12:00 midnight,
New York City time, on August 6, 1997.
Danaher also announced that the waiting period with respect
to the offer under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 has expired.
A total of approximately 124,000 Exide shares have been
tendered.
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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