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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
KOLLMORGEN CORPORATION
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(Name of Subject Company)
KING DC ACQUISITION CORP.
DANAHER CORPORATION
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(Name of Filing Person - Offeror)
COMMON STOCK, PAR VALUE $2.50 PER SHARE
PREFERRED SHARE PURCHASE RIGHTS
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(Title of Class of Securities)
500440 10 2
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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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This Amendment No. 2 (this "Amendment") amends and supplements the
Tender Offer Statement on Schedule TO filed by Danaher Corporation, a Delaware
corporation ("Danaher"), and King DC Acquisition Corp., a New York corporation
and a wholly owned subsidiary of Danaher ("Purchaser"), on May 12, 2000 (the
"Schedule TO"), relating to the offer by Purchaser to purchase all outstanding
shares of Common Stock, par value $2.50 per share, including associated
preferred share purchase rights (collectively, the "Shares"), of Kollmorgen
Corporation, a New York corporation ("Kollmorgen"), at a purchase price of
$23.00 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), respectively, to the Schedule TO.
ITEM 7 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 7 of the Schedule TO, which incorporates by reference the
information contained in the Offer to Purchase, is hereby amended to restate the
second paragraph under Section 12 of the Offer to Purchase ("Source and Amount
of Funds") in full as follows:
"Danaher has possession of, or has available to it, sufficient funds
to close the Offer and the Merger, and will cause Purchaser to have sufficient
funds available to close the Offer and the Merger. Danaher intends to obtain the
necessary funds to consummate the Offer from available cash on hand of
approximately $70 million and by borrowings under Danaher's existing $250
million credit facility with a consortium of commercial banks, which provides
for payment of interest at a rate of LIBOR plus .125%. As of May 30, 2000,
Danaher has no borrowings outstanding under this credit facility, which provides
revolving credit through September 30, 2001. Danaher has made no arrangements at
this time to repay any borrowings upon the expiration of that facility. If more
favorable terms are available, Danaher may in the alternative borrow some or all
of this amount pursuant to uncommitted lines of credit with institutional
investors, although any such terms are expected to be materially similar to
those described above."
ITEM 11 ADDITIONAL INFORMATION
Item 11 of the Schedule TO, which incorporates by reference the
information contained in the Offer to Purchase, is hereby amended to add to the
end of the fifth paragraph (captioned "Antitrust") of Section 15 of the Offer to
Purchase ("Legal Matters; Required Regulatory Approvals") the following
sentence:
"The required waiting period with respect to the Offer and
the Merger under the HSR Act expired at 11:59 p.m., New York City
time, on May 30, 2000."
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<PAGE>
Item 11 of the Schedule TO is hereby further amended to add to the
end of the third sentence of the eighth paragraph (captioned "Foreign
Approvals") of Section 15 of the Offer to Purchase the following sentence:
"On May 29, 2000, the German Federal Cartel Office informed us that
the required waiting period terminated."
Item 11 of the Schedule TO is hereby further amended by deleting
the words found in subsection (D) of the first paragraph of Section 14 of the
Offer to Purchase ("Conditions of the Offer") "prior to the time of acceptance
for payment for any Shares" and replacing the deleted words with the words
"prior to the Expiration Date".
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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: May 31, 2000
KING DC ACQUISITION 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
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