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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14D-9
(RULE 14D-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No._____)
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AMERICAN PRECISION INDUSTRIES INC.
(Name of Subject Company)
AMERICAN PRECISION INDUSTRIES INC.
(Name of Persons Filing Statement)
COMMON STOCK, $.66 2/3 PAR VALUE PER SHARE
(Title of Class of Securities)
029069 10 1
(CUSIP Number of Class Securities)
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KURT WIEDENHAUPT
AMERICAN PRECISION INDUSTRIES INC.
2777 WALDEN AVENUE
BUFFALO, NY 14225-4748
(716) 684-9700
(Name, Address, and telephone numbers of person authorized to receive
notices and communications on behalf of the persons filing statement)
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WITH A COPY TO:
JAMES J. TANOUS, ESQ.
JAECKLE FLEISCHMANN & MUGEL, LLP
800 FLEET BANK BUILDING
TWELVE FOUNTAIN PLAZA
BUFFALO, NEW YORK 14202
(716) 856-0600
[X] CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS
MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER.
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ITEM 9. EXHIBITS
Exhibit 1 Press Release issued by American Precision Industries Inc.
on February 16, 2000.
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EXHIBIT 1
FOR IMMEDIATE RELEASE
CONTACTS: DEBORAH K. PAWLOWSKI PATRICK W. ALLENDER
DIRECTOR, INVESTOR RELATIONS AND CHIEF FINANCIAL OFFICER
CORPORATE COMMUNICATIONS DANAHER CORPORATION
AMERICAN PRECISION INDUSTRIES INC. (202) 828-0850
(716) 684-9700, EXT. 251
AMERICAN PRECISION INDUSTRIES ANNOUNCES AGREEMENT TO BE ACQUIRED BY DANAHER
CORPORATION FOR $19.25 PER SHARE
Buffalo, NY, February 16, 2000 - American Precision Industries ("API")
(NYSE:APR) announced today that it has entered into a definitive merger
agreement with Danaher Corporation (NYSE:DHR) whereby Danaher will acquire all
of the outstanding shares of API at a cash price of $19.25 per share. The
transaction has a total value of approximately $250 million, including
assumption of debt. The directors of both companies have approved the merger
agreement.
API, headquartered in Buffalo, New York, is a $235 million revenue manufacturer
of motion products and heat transfer equipment. Motion products include
brushless DC servo motors, miniature motors, drives, feedback devices and power
transmission components. Heat transfer, which represents approximately 40% of
revenues, manufactures heat exchangers and related equipment. Danaher indicated
that, while a final decision has not been made, it would more likely than not
seek to find a buyer for the heat transfer business.
George M. Sherman, President and Chief Executive Officer of Danaher Corporation,
stated, "API's technology and products are highly complementary to our existing
motion business and greatly enhance our ability to provide motion control
solutions to a wider customer base. We look forward to working with the API
management team and associates."
Kurt Wiedenhaupt, Chairman, President and CEO of API, stated, "I am very excited
for all stakeholders in API. The similarity in strategy and values of both
companies makes this an ideal combination for the creation of value for all. The
considerable financial strength of Danaher will allow API to continue its
success in the ongoing consolidation in its industries."
Under the merger agreement, Danaher will commence a tender offer for API's
outstanding shares, which will be subject to certain conditions, including at
least a majority of API's outstanding shares, on a fully diluted basis, being
tendered without withdrawal prior to the expiration of the offer, and clearance
of the transaction under applicable antitrust laws being obtained. Shareholders
who own more than 20 percent of API's outstanding shares on a fully diluted
basis have executed agreements with Danaher to tender their shares.
American Precision Industries Inc. is a multi-domestic producer of
products for the motion control and heat transfer industries.
(www.apicorporate.com)
Danaher Corporation is a leading manufacturer of Process/Environmental
Controls and Tools and Components. (www.danaher.com)
All stockholders should read the tender offer statement concerning the
tender offer that will be filed by Danaher, and the solicitation/recommendation
statement that will be filed by API, with the Securities and Exchange Commission
(SEC) and mailed to stockholders. These statements will contain important
information that stockholders should consider before making any decision
regarding tendering their shares. Stockholders will be able to obtain these
statements, as well as other filings containing information about Danaher and
API, without charge, at the SEC's Internet site (www.sec.gov). Copies of the
tender offer and the solicitation/recommendation statements and other SEC
filings can also be obtained, without charge, from Danaher's Corporate
Secretary.
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