SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 4, 2000
KOLLMORGEN CORPORATION
(Exact name of Registrant as specified in its charter)
New York 1-5562 04-2151861
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
1601 Trapelo Road, Waltham, MA 02451
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code): (781) 890-5655
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Item 1. Change in Control of Registrant.
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On May 4, 2000, the registrant entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Danaher Corporation, a Delaware
corporation, and King DC Acquisition Corp., a New York corporation and a wholly
owned subsidiary of Danaher Corporation, providing for the acquisition by
Danaher Corporation of all the issued and outstanding shares (the "Shares") of
the registrant's common stock at $23 per share, in cash. The transaction is
structured as a cash tender offer for all outstanding Shares to be followed by a
merger of King DC Acquisition Corp. with and into the registrant. Danaher
Corporation has announced the transaction through a press release dated May 4,
2000.
Concurrently with the execution of the Merger Agreement, the Company
and BankBoston, N.A., parties to the Amended and Restated Rights Agreement,
dated as of October 22, 1998, as amended by Amendment No. 1 to the Amended and
Restated Rights Agreement, dated as of December 13, 1999 (the "Rights
Agreement"), further amended the Rights Agreement by the terms and conditions
set forth in Amendment No. 2 to the Amended and Restated Rights Agreement, dated
as of May 4, 2000 ("Amendment No. 2"), a copy of which amendment is included as
Exhibit 4.1 hereto and is incorporated herein by reference. Pursuant to
Amendment No. 2, neither Danaher Corporation, King DC Acquisition Corp., nor any
of their Affiliates or associates shall be deemed to be an Acquiring Person (as
such terms are defined in the Rights Agreement) solely by virtue of (a) the
approval, execution, delivery or performance of the Merger Agreement, (b) the
making or consummation of the tender offer or the merger in accordance with the
provisions of the Merger Agreement or any public announcement relating thereto,
(c) the acquisition of the Shares in accordance with the provisions of the
Merger Agreement pursuant to the tender offer or the merger or (d) the
consummation of any other transaction to be effected pursuant to the Merger
Agreement in accordance with the provisions thereof.
The Danaher Corporation press release and Amendment No. 2 are filed as
exhibits to this Form 8-K, are incorporated by reference into the text of this
Item 1 and qualify the description in this Item 1 in its entirety.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits
4.1 Amendment No. 2, dated as of May 4, 2000, to the
Amended and Restated Rights Agreement dated as of
October 22, 1998, between the registrant and
BankBoston, N.A., as rights agent.
99.1 Danaher Corporation Press Release dated May 4, 2000
(filed herewith).
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EXHIBIT INDEX
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Exhibit
No. Description
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4.1 Amendment No. 2, dated as of May 4, 2000, to the Amended and
Restated Rights Agreement dated as of October 22, 1998,
between the registrant and BankBoston, N.A., as rights agent.
99.1 Danaher Corporation Press Release dated May 4, 2000 (filed
herewith).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
KOLLMORGEN CORPORATION
Date: May 9, 2000 /s/ James Eder
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Name: James Eder
Title: Vice President,
General Counsel and Secretary
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Exhibit 4.1
AMENDMENT NO. 2 TO THE AMENDED AND RESTATED RIGHTS AGREEMENT
THIS AMENDMENT NO. 2 TO THE AMENDED AND RESTATED RIGHTS
AGREEMENT, effective as of May 4, 2000 (this "Amendment"), by and between
Kollmorgen Corporation, a New York corporation (the "Company"), and Fleet
National Bank f/k/a BankBoston, N.A. (the "Rights Agent"), at the Company's
direction. Capitalized terms used herein and not otherwise defined have the
meanings ascribed to such terms in the Rights Agreement (as defined below).
WHEREAS, the Company and the Rights Agent entered into the
Amended and Restated Rights Agreement, dated as of October 22, 1998, as amended
by Amendment No. 1 to the Amended and Restated Rights Agreement, dated as of
December 13, 1999 (the "Rights Agreement"), setting forth the terms of the
Rights;
WHEREAS, the Company and the Rights Agent may, from time to
time, supplement or amend the Rights Agreement pursuant to the provisions of
Section 27 of the Rights Agreement;
WHEREAS, the Board of Directors of the Company (the "Board of
Directors"), on May 4, 2000, resolved that it is advisable and in the best
interests of its shareholders for Parent (as defined below) to acquire all of
the outstanding shares of capital stock of the Company; and
WHEREAS, the Board of Directors further resolved to approve
this Amendment which provides, among other things, that Parent, Purchaser (as
defined below) and their Affiliates are exempt from the definition of Acquiring
Person, that the Merger Agreement (as defined below) and the transactions
contemplated thereby shall not constitute a Distribution Date, an event
described in Section 11(a)(ii) of the Rights Agreement, an event described in
Section 13 of the Rights Agreement, a Stock Acquisition Date or a Triggering
Event and that no Rights shall be exercisable pursuant to the Rights Agreement;
NOW THEREFORE, in consideration of the premises and mutual
agreement contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Rights Agent hereby agree as follows:
Section 1. Amendments to Rights Agreement. The Rights
Agreement is hereby amended as follows:
(a) The definition of "Acquiring Person" in Section 1 is
amended by inserting the following sentence at the end of such
definition:
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"Notwithstanding anything in this Agreement to the contrary,
none of Danaher Corporation, a Delaware corporation
("Parent"), King DC Acquisition Corp., a New York corporation
and a wholly owned subsidiary of Parent ("Purchaser"), or
their Affiliates, either individually or as a group, shall
become an Acquiring Person by reason of the approval,
execution or delivery of the Agreement and Plan of Merger,
dated as of May 4, 2000, by and among Parent, Purchaser and
the Company (the "Merger Agreement"), the consummation of the
transactions contemplated thereby or any announcement of the
same."
(b) A new Section 35 is added to read in its entirety as
follows:
"SECTION 35. Merger with Purchaser.
Notwithstanding anything in this Agreement to the contrary,
none of Parent, Purchaser or their Affiliates, either
individually or as a group, shall be considered an Acquiring
Person, and no Distribution Date, no event described in
Section 11(a)(ii), no event described in Section 13, no Stock
Acquisition Date and no Triggering Event shall occur and no
Rights shall be exercisable pursuant to Section 7 or any other
provision of this Agreement, by reason of the approval,
execution or delivery of the Merger Agreement, the
consummation of the transactions contemplated thereby or any
announcement of the same."
Section 2. Full Force and Effect. In all respects not
inconsistent with the terms and provisions of this Amendment, the Rights
Agreement is hereby ratified and confirmed. In executing and delivering this
Amendment, the Rights Agent shall be entitled to all of the privileges and
immunities afforded to the Rights Agent under the terms and conditions of the
Rights Agreement.
Section 2. Counterparts. This Amendment may be executed in two
or more counterparts and each of such counterparts shall for all purposes be
deemed to be an original and all such counterparts shall together constitute but
one and the same instrument. Delivery of an executed counterpart of a signature
page to this Amended by telecopier shall be as effective as delivery of a
manually executed counterpart of this Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to the Rights Agreement to be duly executed and attested, as of the
date first written above.
ATTEST: KOLLMORGEN CORPORATION
/s/ Robert J. Cobuzzi By: /s/ James A. Eder
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Name: Robert J. Cobuzzi Name: James A. Eder
Title: Sr. Vice President Title: Vice President
ATTEST: FLEET NATIONAL BANK f/k/a
BANKBOSTON, N.A., as Rights Agent
/s/ Margaret Dunn By: /s/ Carol Mulvey-Eori
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Name: Margaret Dunn Name: Carol Mulvey-Eori
Title: Senior Account Manager Title: Managing Director
FOR IMMEDIATE RELEASE CONTACT: PATRICK W. ALLENDER
CHIEF FINANCIAL OFFICER
(202) 828-0850
DANAHER CORPORATION ANNOUNCES AGREEMENTS TO ACQUIRE
KOLLMORGEN CORPORATION AND WARNER ELECTRIC MOTION BUSINESSES
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Washington, D.C., May 4, 2000 -- Danaher Corporation (NYSE:DHR)
announced today that it has entered into a definitive merger agreement with
Kollmorgen Corporation (NYSE:KOL) to acquire all of its outstanding shares at a
cash price of $23 per share. The transaction has a total value of approximately
$325 million including assumption of debt. The Directors of both companies have
approved the merger agreement.
Kollmorgen Corporation, headquartered in Waltham, Massachusetts, is a
$260 million revenue global leader in providing high performance electronic
motion control equipment, systems and service to industrial, commercial,
aerospace and defense customers worldwide. Motion products include brush and
brushless motors, servo systems, drives and electronic controls. Kollmorgen is
also the premier designer and supplier of advanced submarine periscope systems.
George M. Sherman, President and Chief Executive Officer of Danaher,
stated, "Kollmorgen, with its premier reputation for technology and innovative
solutions for the motion control industry, represents a key addition to our
rapidly growing motion platform. We are excited by the prospects of adding
Kollmorgen's capabilities to those of our existing businesses."
Gideon Argov, Chairman, President and Chief Executive Officer of
Kollmorgen, stated, "We cannot imagine a better strategic partner than Danaher
Corporation, whose leadership in process and environmental controls perfectly
complements Kollmorgen's leadership in higher performance electronic motion
control products and systems. We believe this important transaction will not
only deliver significant value to our shareholders but significantly benefit the
customers and employees of both our Industrial & Commercial and Aerospace &
Defense businesses. I personally look forward to working closely with George
Sherman and his colleagues on the Danaher team to complete the transaction and
achieve a smooth and seamless transition."
Under the merger agreement, Danaher will commence a tender offer for
Kollmorgen's outstanding shares, which will be subject to certain conditions,
including at least a two-thirds majority of Kollmorgen'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
and other governmental agencies' regulations being obtained.
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 Kollmorgen, 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 in due course, as well as other filings containing information
about Danaher and Kollmorgen, 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.
Danaher Corporation also announced today that it has entered into an
agreement to acquire, for cash, the motion control businesses of Warner Electric
Company (Warner) for
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$144 million. Warner's $160 million revenue motion control operations include
the company's linear products group with principal operations in Marengo,
Illinois and Wolfschlugen, Germany and the company's motors and control group
based in Bristol, Connecticut and Charlotte, North Carolina. Warner's motion
products include stepper motors, synchronous motors and linear actuation
components and systems serving a wide range of commercial and industrial
markets, including factory automation, material handling and medical
applications. Warner's brake and clutch operations were not part of the
transaction.
The Warner transaction has been unanimously recommended by an
independent committee of Danaher's Board of Directors and is subject to certain
closing conditions and customary regulatory approvals. Warner Electric's
principals include Steven and Mitchell Rales, Danaher's Chairman of the Board
and Chairman of the Executive Committee, respectively.
Mr. Sherman stated, "The Warner motion product offering closely
complements both our motion component and motion solution offerings and provides
broader access to several key targeted markets. With Kollmorgen and Warner
Motion, we will double the size of our strategic motion platform."
Kollmorgen Corporation is one of the major worldwide manufacturers of
high performance electronic motion control products and systems.
(www.kollmorgen.com)
Danaher Corporation is a leading manufacturer of Process/Environmental
Controls and Tools and Components. (www.danaher.com)
