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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 2 to
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1)
OF 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 Amendment No. 2 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.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SUBJECT COMPANY'S SECURITIES.
Item 7 is hereby amended to add the following:
On March 6, 1998, the Company notified holders of Options of its
willingness to cash-out all such Options at a price (the "Option Price")
equal to the product of (i) the total number of Shares previously subject
to such Option and (ii) the excess of the Offer Price over the exercise
price per Share subject to such Option, subject to any required withholding
taxes, three business days after the Purchaser accepts and pays for Shares
tendered in the Offer (the "Early Cash-Out Date"). Pursuant to the Merger
Agreement, following the Early Cash-Out Date, holders of Options who have
not elected to take advantage of the early cash-out will have to wait until
the Effective Time of the Merger to receive the Option Price for such
Options or the Offer Price for any Shares received upon exercise of Options
which were not tendered prior to the Expiration Date of the Offer, unless
such Shares are sold in the open market prior to the consummation of the
Merger. The text of the letter is set forth as Exhibit (c)(3) hereto and
is incorporated by reference herein.
ITEM 10. ADDITIONAL INFORMATION.
Item 10 is hereby amended to add the following:
On March 9, 1998, the Purchaser announced that it had extended the
Offer to 5:00 p.m., New York City time, on March 9, 1998. As of midnight,
New York City time, on March 6, 1998, 11,256,330 Shares, representing 89.9%
of the outstanding Shares, had been validly tendered and not withdrawn
pursuant to the Offer. In addition, 378,020 Shares had been tendered
pursuant to the procedures for guaranteed delivery. Including such Shares,
a total of 11,634,350 Shares, representing approximately 93% of the
outstanding Shares, had been tendered pursuant to the Offer. The tender
offer has been extended to allow time for the Shares tendered pursuant to
guaranteed delivery or other Shares to be delivered.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following:
(a)(11) Text of press release, dated March 9, 1998.
(c)(3) Text of letter, dated March 6, 1998, from
Pacific Scientific Company to holders of
Options.
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 9, 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
EXHIBIT INDEX
Exhibit No. Description
(a)(11) Text of press release, dated March 9, 1998.
(c)(3) Text of letter, dated March 6, 1998, from Pacific
Scientific Company to holders of Options
Exhibit (a)(11)
[Letterhead of Danaher Corporation]
FOR IMMEDIATE RELEASE CONTACT: Patrick W. Allender
Chief Financial Officer
(202) 828-0850
DANAHER CORPORATION EXTENDS TENDER OFFER FOR
PACIFIC SCIENTIFIC COMPANY UNTIL MARCH 9, 1998
Washington, D.C., March 9, 1998 -- Danaher Corporation (NYSE:DHR)
announced today that it has extended its tender offer for all outstanding
shares of Pacific Scientific Company common stock, together with associated
preferred share purchase rights, at a price of $30.25 per share, to 5:00
p.m., New York City time, on March 9, 1998. As of midnight, New York City
time, on March 6, 1998, 11,256,330 shares, representing 89.9% of the
outstanding shares, had been validly tendered and not withdrawn pursuant to
the offer. In addition, 378,020 shares had been tendered pursuant to the
procedures for guaranteed delivery. Including such shares, a total of
11,634,350 shares, representing approximately 93% of the outstanding
shares, had been validly tendered and not withdrawn pursuant to the offer.
The tender offer has been extended to allow time for the guaranteed shares
or other shares to be delivered. As previously announced, following
completion of the tender offer, Danaher Corporation plans to acquire any
remaining Pacific Scientific shares at $30.25 per share through a cash
merger, expected to be completed shortly.
Pacific Scientific Company is an international business that
designs, manufactures and markets motion control, process control and
safety equipment.
Danaher is a leading manufacturer of Tools and Components, and
Process/Environmental Controls. (http://www.danaher.com)
Exhibit (c)(3)
PACIFIC SCIENTIFIC COMPANY
620 Newport Center Drive, Suite 700
Newport Beach, California 92660
March 6, 1998
Dear Option Holder:
In connection with the tender offer (the "Offer") by ACC
Acquisition Corp. ("ACC"), a subsidiary of Danaher Corporation ("Danaher"),
for all of the outstanding shares of common stock, par value $1.00 per
share the ("Shares"), of Pacific Scientific Company (the "Company"), at a
price of $30.25 per Share (the "Merger Price"), the Company intends to
purchase with the approval of its Board of Directors, all outstanding
Company stock options (the "Options") for cash payment (the "Option
Payment") equal to the product of (i) the total number of Shares previously
subject to such Option and (ii) the excess of the Merger Price over the
exercise price per Shares subject to such Option, subject to any required
withholding taxes, on a date which shall be three business days after
acceptance and payment for shares of the Company by Danaher pursuant to the
Offer. Danaher has requested that Option holders agree not to exercise
their Options after receipt of this letter. The Company's purchase of
Options is designed to ensure that Danaher's ownership of Shares remains at
90% or more following completion of the Offer, so that Danaher will be able
to consummate the merger (the "Merger") of the Company and ACC 20 days
after notice is sent to holders of Shares who have not tendered in the
Offer. The notice will be sent as soon as practicable after the Offer is
completed.
In essence, you have the following three choices:
1. You can sign and return this letter. By so doing you will
receive your Option Payment three business days after Danaher
pays for the Shares that it acquires in the Offer. In return,
you agree that you will not exercise your Options prior to the
time you receive your Option Payment. This is the option which
Lester "Buck" Hill, Winston Hickman and I intend to choose and I
assume that most of you will want to do likewise. If you want to
choose this option, please sign this letter and return it to Tom
Griffith at the above address no later than March 11, 1998;
2. You can do nothing. If you elect not to return this letter
within the time frame specified above, you will receive the
Option Payment when the Merger is consummated, which will be
approximately, but not earlier than, 20 days after Danaher pays
for the Shares that it acquires in the Offer; or
3. You could, during the 20 day period after the Offer is completed,
exercise your Options by paying the exercise price related to the
Options, and then sell the shares into the market. If these
shares obtained pursuant to option exercise were held to the end
of the 20 day period, however, they would at that time be
converted into the right to receive the Merger Price as
described above.
Please indicate your acceptance of the Option Payment and your
agreement not to exercise your Options after your receipt of this letter by
signing both copies of this letter in the space provided below and
returning one copy to me, keeping a copy for yourself. Upon receipt of
your Option Payment, your Options shall automatically terminate.
Very truly yours,
Pacific Scientific Company
By: /s/ David L. Schlotterbeck
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Name: David L. Schlotterbeck
Title: President
Accepted and Agreed:
(Name)
