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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. 2 -- FINAL AMENDMENT
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 4
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This Amendment No. 2 (this "Amendment"), the final 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 AND 11
Items 1 through 9 and 11 of the Schedule TO, which incorporate
by reference the information contained in the Offer to Purchase, are hereby
amended and supplemented by adding thereto the following:
The Offer expired at 12:00 midnight, New York City time, on
Wednesday, March 22, 2000. Pursuant to the Offer, based upon a
preliminary report from the Depositary, the Purchaser accepted for
payment 6,710,977 Shares, representing approximately 97% of the
outstanding Shares (including Shares tendered pursuant to guaranteed
delivery), along with 1,236,337 Series B Preferred Shares. On March 23,
2000, Danaher issued a press release announcing the closing of the tender
offer and its intention to acquire the remaining Shares through a cash
merger, expected to be completed shortly. The full text of Danaher's
March 23, 2000 press release is attached as Exhibit (a)(9) hereto and
incorporated herein by reference.
ITEM 12 EXHIBITS
Item 12 of the Schedule TO is hereby amended by adding thereto the
following:
(a)(9) Text of Press Release issued by Danaher on March 23, 2000.
Page 2 of 4
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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 23, 2000
ALPHA ACQUISITION I CORP.
By: /s/ Daniel L. Comas
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Name: Daniel L. Comas
Title: Vice President
DANAHER CORPORATION
By: /s/ Daniel L. Comas
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Name: Daniel L. Comas
Title: Vice President -- Corporate
Development
Page 3 of 4
EXHIBIT (a)(9)
DANAHER CORPORATION
1250 24th Street, N.W.
Suite 800 TELEPHONE (202)828-0850
Washington, D.C. 20037 TELECOPIER (202)828-0860
FOR IMMEDIATE RELEASE CONTACT: PATRICK W. ALLENDER
CHIEF FINANCIAL OFFICER
(202) 828-0850
DANAHER COPORATION COMPLETES TENDER OFFER
FOR AMERICAN PRECISION INDUSTRIES
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Washington, D.C., March 23, 2000 - Danaher Corporation (NYSE:DHR)
announced today that it has completed its tender offer for all outstanding
shares of American Precision Industries (NYSE:APR) common stock, at a price of
$19.25 per share. The tender offer expired at 12:00 midnight, New York City
time, on March 22, 2000. Danaher Corporation has been advised by the depositary
for the tender offer that as of the expiration of the tender offer 6,710,977
American Precision Industries shares, representing approximately 97% of the
outstanding shares, had been validly tendered and not withdrawn pursuant to the
offer (including shares tendered pursuant to the procedures for guaranteed
delivery). As previously announced, Danaher Corporation plans to acquire the
remaining American Precision Industries shares at $19.25 per share through a
cash merger, expected to be completed shortly.
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)
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