SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------------------------------
Schedule TO
Tender Offer Statement under Section
14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
American Precision Industries
------------------------------------------------------------
(Name of Subject Company)
Danaher Corporation
------------------------------------------------------------
(Name of Filing Person - Offeror)
Common Stock, Par Value $.66 2/3 Per Share
------------------------------------------------------------
(Title of Class of Securities)
029069 10 1
------------------------------------------------------------
(CUSIP Number of Class of Securities)
Patrick W. Allender
------------------------------------------------------------
Senior Vice President and Chief Financial Officer
Danaher Corporation
1250 24th Street, N.W.
Washington, D.C. 20037
Telephone: (202) 828-0850
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Trevor S. Norwitz, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Telephone: (212) 403-1000
------------------------------------------------------------
<PAGE>
CALCULATION OF FILING FEE
===========================================================================
TRANSACTION VALUATION AMOUNT OF FILING FEE
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Not Applicable Not Applicable
===========================================================================
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: None.
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: None.
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
<PAGE>
DANAHER CORPORATION
1250 24TH STREET, N.W.
SUITE 800 TELEPHONE (202) 828-0850
WASHINGTON, D.C. 20037 TELECOPIER (202) 828-0860
FOR IMMEDIATE RELEASE
CONTACTS: PATRICK W. ALLENDER DEBORAH K. PAWLOWSKI
CHIEF FINANCIAL OFFICER DIRECTOR, INVESTOR RELATIONS
DANAHER CORPORATION AND CORPORATE COMMUNICATIONS
(202) 828-0850 AMERICAN PRECISION INDUSTRIES
(716) 684-9700
DANAHER CORPORATION ANNOUNCES AGREEMENT TO ACQUIRE
AMERICAN PRECISION INDUSTRIES AT $19.25 PER SHARE
- --------------------------------------------------------------------------------
Washington, D.C., February 16, 2000 -- Danaher Corporation (NYSE:DHR)
announced today that it has entered into a definitive merger agreement with
American Precision Industries Inc. ("API") (NYSE:APR) to 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.
<PAGE>
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.
# # #
-2-
