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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Final Amendment to
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
AMENDMENT NO. 1 TO
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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PACIFIC SCIENTIFIC COMPANY
(Name of Subject Company)
ACC ACQUISITION CORP.
DANAHER CORPORATION
(Bidders)
COMMON STOCK, $1.00 PAR VALUE
(including the Associated Preferred Share Purchase Rights)
(Title of Class of Securities)
694806
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(CUSIP Number of Class of Securities)
PATRICK W. ALLENDER
DANAHER CORPORATION
1250 24TH ST., N.W.
WASHINGTON, D.C. 20037
(202) 828-0850
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on behalf of Bidders)
Copy to:
ERIC J. FRIEDMAN, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 735-3000
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This Final Amendment amends the Tender Offer Statement on Schedule
14D-1 initially filed on February 6, 1998 (as amended, the "Tender Offer
Statement") by Danaher Corporation, a Delaware corporation ("Parent"), and
its wholly owned subsidiary ACC Acquisition Corp., a California corporation
(the "Purchaser"), relating to the Purchaser's offer to purchase all of the
outstanding shares of common stock, par value $1.00 per share, of Pacific
Scientific Company, a California corporation, including the associated
Preferred Share Purchase Rights, on the terms and subject to the conditions
set forth in the Offer to Purchase dated February 6, 1998. Unless
otherwise defined herein, all capitalized terms used herein shall have the
respective meanings given such terms in the Tender Offer Statement. This
Final Amendment to the Tender Offer Statement also constitutes Amendment
No. 1 to the Statement on Schedule 13D of the Purchaser and Parent relating
to the Shares. The item numbers and responses thereto below are in
accordance with the requirements of Schedule 14D-1.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 is hereby amended to add the following:
Following expiration of the Offer at 5:00 p.m., New York City time on
March 9, 1998, the Purchaser accepted for payment all Shares validly
tendered and not withdrawn pursuant to the Offer. The Purchaser has been
informed by the Depositary that, after giving effect to the tendering
shareholders' compliance with the guaranteed delivery procedures,11,666,541
Shares, representing approximately 93% percent of the outstanding Shares,
were validly tendered and not withdrawn pursuant to the Offer.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: March 13, 1998
ACC ACQUISITION CORP.
BY: /s/ Patrick W. Allender
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Name: Patrick W. Allender
Title: Vice President,
Treasurer and Director
DANAHER CORPORATION
BY: /s/ Patrick W. Allender
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Name: Patrick W. Allender
Title: Senior Vice President,
Chief Financial Officer
and Secretary
