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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A
TENDER OFFER STATEMENT UNDER SECTION 14(D)1 OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
AMERICAN PRECISION INDUSTRIES INC.
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(Name of Subject Company)
ALPHA ACQUISITION I CORP.
DANAHER CORPORATION
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(Name of Filing Person - Offeror)
COMMON STOCK, PAR VALUE $0.66 2/3 PER SHARE
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(Title of Class of Securities)
029069 10 1
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(CUSIP Number of Class of Securities)
PATRICK W. ALLENDER
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
DANAHER CORPORATION
1250 24TH STREET, N.W.
WASHINGTON, D.C. 20037
TELEPHONE: (202) 828-0850
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
TREVOR S. NORWITZ
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
TELEPHONE: (212) 403-1000
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Page 1 of 3
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This Amendment No. 1 (this "Amendment") amends and supplements the
Tender Offer Statement on Schedule TO filed by Danaher Corporation, a Delaware
corporation ("Danaher") and Alpha Acquistion I Corp., a Delaware corporation and
a wholly owned subsidiary of Danaher ("Purchaser"), on February 24, 2000 (the
"Schedule TO"), relating to the offer by Purchaser to purchase all outstanding
shares of Common Stock, par value $0.66 2/3 per share (the "Shares"), of
American Precision Industries Inc., a Delaware corporation ("API"), at a
purchase price of $19.25 per Share, net to the seller in cash, upon the terms
and subject to the conditions set forth in the Offer to Purchase ("Offer to
Purchase") and in the related Letter of Transmittal, copies of which are
attached as Exhibits (a)(1) and (a)(2) to the Schedule TO.
ITEMS 1 THROUGH 9, 11 AND 12
Items 1 through 9, 11 and 12 of the Schedule TO, which incorporate
by reference the information contained in the Offer to Purchase, are hereby
amended so that the fifth paragraph of Section 15 of the Offer to Purchase will
read in its entirety as follows:
"Under the HSR Act, the purchase of Shares may not be
completed until the expiration of a 15-calendar-day waiting
period following the filing of certain required information
and documentary material concerning the Offer with the FTC and
the Antitrust Division, unless the waiting period is earlier
terminated by the FTC and the Antitrust Division. We filed a
Premerger Notification and Report Form under the HSR Act with
the FTC and the Antitrust Division in connection with the purchase
of Shares in the Offer and the Merger on February 18, 2000, and
the required waiting period with respect to the Offer and the
Merger expired at 11:59 p.m., New York City time, on March 4, 2000."
Page 2 of 3
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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: March 7, 2000
ALPHA ACQUISITION I CORP.
By: /s/ Patrick W. Allender
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Name: Patrick W. Allender
Title: Vice President
DANAHER CORPORATION
By: /s/ Patrick W. Allender
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Name: Patrick W. Allender
Title: Executive Vice President and
Chief Financial Officer
Page 3 of 3
