SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Schedule 14D-1
(Amendment No. 8*)
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
* Constituting the final amendment hereto.
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.
This Amendment No. 8 constitutes the final amendment
to the Tender Offer Statement.
ITEM 10. ADDITIONAL INFORMATION
On October 30, 1997, the Offer expired by its terms
without any Shares having been accepted for payment.
Parent has instructed the Depositary to return all
tendered Shares to the tendering shareholders.
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: October 31, 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
