SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Schedule 14D-1
(Amendment No. 3)
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
(the "Purchaser") 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 20, 1997, Parent announced that it had
extended the Offer until 5:00 p.m., New York City time,
on September 4, 1997, unless further extended. The Offer
was scheduled to expire at 5:00 p.m., New York City time,
on August 20, 1997. As of the close of business on
August 19, 1997, approximately 80,744 Exide Shares had
been tendered.
The full text of Parent's August 20, 1997 press
release is set forth in Exhibit (a)(11) hereto and is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(11) Press release issued by Parent on August
20, 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 20, 1997
PQR ACQUISITION CORPORATION
By: /s/ Patrick W. Allender
_____________________________
Name: Patrick W. Allender
Title: Vice President and Treasurer
DANAHER CORPORATION
By: /s/ Patrick W. Allender
______________________________
Name: Patrick W. Allender
Title: Senior Vice President, Chief
Financial Officer and Secretary
Exhibit Index
Exhibit Page
Number Exhibit Name Number
(a)(11) Press release issued by Parent on August 20, 5
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 20, 1997 - Danaher Corporation
(NYSE: DHR) announced today that it 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 September 4, 1997, unless further
extended. The offer, which is being made by a wholly owned
subsidiary of Danaher, was scheduled to expire at 5:00 p.m., New
York City time, on August 20, 1997.
As of the close of business on August 19, 1997,
approximately 80,744 Exide shares had 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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