SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3*)
EXIDE ELECTRONICS GROUP, INC.
(Name of Subject Company)
EXIDE ELECTRONICS GROUP, INC.
(Name of Person Filing Statement)
Common Stock, Par Value $.01 Per Share
(and Associated Preferred Stock Purchase Rights)
(Title of Class of Securities)
302052 6 10 5
(CUSIP Number of Class of Securities)
Series G Convertible Preferred Stock,
Par Value $.01 Per Share
(Title of Class of Securities)
Not Available
(CUSIP Number of Class of Securities)
Warrants to Purchase Shares of Common Stock
(Title of Class of Securities)
302052 6 11 3
(CUSIP Number of Class of Securities)
Nicholas J. Costanza, Esq.
Vice President, Chief Administrative Officer,
General Counsel and Secretary
Exide Electronics Group, Inc.
8609 Six Forks Road
Raleigh, North Carolina 27615
(919) 872-3020
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications
on Behalf of the Person Filing Statement)
COPY TO:
David M. Silk, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
_____________________
* Constituting the final amendment hereto.<PAGE>
ITEM 1. SECURITY AND SUBJECT COMPANY.
This Amendment No. 3 to Schedule 14D-9 Solicitation/
Recommendation Statement amends and supplements the Schedule
14D-9 Solicitation/Recommendation Statement (as amended or
supplemented from time to time, this "Schedule 14D-9") filed by
Exide Electronics Group, Inc. (the "Company") with the Securi-
ties and Exchange Commission (the "Commission") on July 22,
1997 as amended by Amendment No. 1 to Schedule 14D-9 Solicita-
tion/Recommendation Statement filed by the Company with the
Commission on July 24, 1997 and by Amendment No. 2 to the
Schedule 14D-9 Solicitation/Recommendation Statement filed by
the Company with the Commission on October 16, 1997. This
Schedule 14D-9 relates to the tender offer of PQR Acquisition
Corporation, a subsidiary of Danaher Corporation.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
On October 30, 1997, Danaher and PQR filed Amendment
No. 8 to their Tender Offer Statement on Schedule 14D-1
announcing that the Danaher Offer expired by its terms on
October 30, 1997 without any Shares having been accepted for
payment.<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowl-
edge and belief, the undersigned certifies that the information
set forth in this statement is true, complete and correct.
EXIDE ELECTRONICS GROUP, INC.
By: /s/ Marty R. Kittrell
-----------------------------
Name: Marty R. Kittrell
Title: Vice President and
Chief Financial
Officer
Dated: November 3, 1997
