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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. 1
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. 1 (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 11
Item 11 of the Schedule TO, which incorporates by reference the
information contained in the Offer to Purchase, is hereby amended so that the
second sentence of the fifth paragraph of Section 15 of the Offer to Purchase
("Legal Matters; Required Regulatory Approvals") will be replaced with the
following two sentences:
"We filed a Premerger Notification and Report Form under the HSR Act
with the FTC and the Antitrust Division in connection with the purchase of
Shares in the Offer and the Merger on May 11, 2000 and provided certain
supplemental information to the FTC on May 15, 2000. Accordingly, the required
waiting period with respect to the Offer and the Merger is deemed to have
started on May 15, 2000, and will expire at 11:59 p.m., New York City time, on
May 30, 2000, unless earlier terminated by the FTC or the Antitrust Division or
we receive a request for additional information or documentary material prior to
that time."
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<PAGE>
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 18, 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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