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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9/A
Solicitation/Recommendation Statement under
Section 14(d)(4) of the Securities Exchange Act of 1934
(AMENDMENT NO. 1)
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KOLLMORGEN CORPORATION
(Name of Subject Company)
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KOLLMORGEN CORPORATION
(Name of Person(s) Filing Statement)
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Common Stock, Par Value $2.50 Per Share
(Title of Class of Securities)
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500440102
(CUSIP Number of Class of Securities)
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James Eder
Vice President, General Counsel and Secretary
Kollmorgen Corporation
1601 Trapelo Road
Waltham, Massachusetts 02451
(781) 890-5655
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of the persons filing statement)
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Copy to:
CREIGHTON O'M. CONDON
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
(212) 848-4000
[__] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
<PAGE>
This Amendment No. 1 amends and supplements the Solicitation/
Recommendation Statement on Schedule 14D-9 filed with the Securities and
Exchange Commission on May 12, 2000 (the "Schedule 14D-9") by Kollmorgen
Corporation, a New York corporation (the "Company"), relating to the Offer by
Danaher Corporation, a Delaware corporation ("Danaher"), and King DC Acquisition
Corp., a New York corporation ("Purchaser") and a wholly owned subsidiary of
Danaher, to purchase all of the issued and outstanding shares of common stock,
par value $2.50 per share, of the Company (the "Common Stock"), including the
related rights to purchase preferred stock (the "Rights" and together with the
Common Stock, the "Shares").
Capitalized terms used herein but not otherwise defined shall have the
meanings given to them in the Schedule 14D-9.
ITEM 4. The Solicitation or Recommendation.
Item 4 of the Schedule 14D-9 is hereby amended so that paragraph 4
under "Reasons for the Board's Recommendation" is supplemented with the
following:
"The Board concluded that while the Board believes the Company's future
prospects to be strong, the $23 offer price was a more attractive alternative
for the Company than continuing to pursue the Company's business as an
independent entity."
Item 4 of the Schedule 14D-9 is hereby amended so that paragraph 12
under "Reasons for the Board's Recommendation" is supplemented with the
following:
"The Board was informed of and understood the terms of the consulting
agreement between Danaher and Gideon Argov, as well as Danaher's communication
of its intent to enter into consulting agreements with certain other executives
of the Company following consummation of the Merger, and took it under
advisement when considering the Offer and the Merger."
ITEM 8. Additional Information.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented as
follows:
The waiting period applicable to the purchase of the Shares pursuant to
the Offer following notification to the Federal Cartel Office under German
competition law was terminated by the Federal Cartel on May 29, 2000.
The waiting period applicable to the purchase of the Shares pursuant to
the Offer under the HSR Act expired on May 30, 2000.
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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: June 1, 2000
KOLLMORGEN CORPORATION
By: /s/ James A. Eder
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Name: James A. Eder
Title: Vice President, General Counsel
and Secretary
