SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1 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
---------------------------------
(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
Exhibit Index is located on Page 4
This Amendment No.1 amends the Tender Offer Statement on
Schedule 14D-1 initially filed on February 6, 1998 (as amended, the
"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
Statement.
Item 10. Additional Information.
The information set forth in Section 15 - "Certain Legal
Matters-United States Antitrust" and "-German Antitrust" of the Offer to
Purchase is hereby amended to read as follows:
United States Antitrust. On February 20, 1998, Parent and the
Purchaser were notified that they have been granted early termination of
the waiting period under the HSR Act applicable to the Offer.
German Antitrust. On February 20, 1998, the German Federal
Cartel Office notified the Parent that the Offer could be consummated
in accordance with the German competition law.
On February 23, 1998, Parent announced that the foregoing
antitrust approvals with respect to the Offer had been obtained. The
press release in respect of the announcement is filed as an exhibit
hereto and incorporated by reference herein.
Item 11. Material to be Filed as Exhibits.
(a)(10) Text of Press Release, dated February 23, 1998.
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: February 23, 1998
ACC Acquisition Corp.
BY: /s/ Patrick W. Allender
________________________________
Name: Patrick W. Allender
Title: Vice President,
Treasurer
and Director
Danaher Corporation
BY: /s/ Patrick W. Allender
__________________________________
Name: Patrick W. Allender
Title: Senior Vice President,
Chief Financial Officer
and Secretary
EXHIBIT INDEX
Exhibit
(a)(10) Text of Press Release, dated February 23, 1998.
[Letterhead of Danaher Corporation]
FOR IMMEDIATE RELEASE
Contact: C. Scott Brannan
Vice President
(202) 828-0850
DANAHER CORPORATION ANNOUNCES
EXPIRATION OF HART-SCOTT-RODINO WAITING PERIOD
AND GERMAN ANTITRUST APPROVAL IN CONNECTION WITH ITS TENDER OFFER
FOR SHARES OF PACIFIC SCIENTIFIC COMPANY
Washington, D.C., February 23, 1998 -- Danaher Corporation (NYSE:DHR)
announced today that the requirements of the applicable antitrust
statutes and regulations in the United States and Germany with respect to
its tender offer to purchase all of the outstanding shares of common
stock of Pacific Scientific Company (NYSE:PSX) at a price of $30.25 per
share, net to the seller in cash, have been satisfied.
On February 20, 1998, Parent and the Purchaser were notified
that they have been granted early termination of the waiting period under
the HSR Act applicable to the Offer. Also on February 20, 1998, the
German Federal Cartel Office notified Danaher that the Offer could be
consummated in accordance with the German competition law.
The offer is subject to, among other things, the tender of
Pacific Scientific common stock representing at least 90% of the
outstanding shares. The offer and withdrawal rights will expire at 12:00
midnight, New York City time, on March 6, 1998, unless extended.
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)
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