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. 2)
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
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<PAGE>
ITEM 1. SECURITY AND SUBJECT COMPANY.
This Amendment No. 2 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. This Schedule 14D-9 relates to
the tender offer of PQR Acquisition Corporation, a subsidiary
of Danaher Corporation.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT
COMPANY
On October 16, 1997, the Company, BTR plc and BTR Acquisi-
tion Corporation, a subsidiary of BTR plc (together with BTR
plc, "BTR") executed a definitive merger agreement (the "Merger
Agreement") providing for, among other things, the acquisition
of the Company by BTR at a price of $29.00 per share of common
stock and $15.525 per warrant to purchase one common share. A
press release was issued by the Company and BTR on October 16,
1997, which press release is filed herewith as Exhibit 32 and
is incorporated herein by reference. In connection with the
execution of the Merger Agreement, the Company amended its
preferred stock purchase rights agreement (the "Rights
Agreement") to exempt BTR and its affiliates from the
definition of "Acquiring Person" to the extent of BTR's
acquisition of the Company's securities pursuant to the Merger
Agreement and the transactions contemplated thereby. The form
of such amendment to the Rights Agreement is filed herewith as
Exhibit 33 and is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 32 -- Text of Press Release issued by Exide Elec-
tronics Group, Inc., dated October 16, 1997
Exhibit 33 -- Form of Amendment No. 3 to Rights Agreement<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: October 16, 1997
EXHIBIT 32
Contacts:
IN THE U.K. IN THE U.S.
Ian Strachan BTR:
Kathleen O'Donovan George Sard/Anton Nicholas
David Robbie Sard Verbinnen & Co.
BTR 212-687-8080
011-44-171-821-3726
Exide Electronics Group:
Andrew Fenwick Elliott Sloane/Darren Brandt
Brunswick Public Relations Edelman Financial
011-44-171-404-5959 212-704-8126/4449
BTR SIGNS DEFINITIVE AGREEMENT TO ACQUIRE EXIDE ELECTRONICS,
A LEADER IN UNINTERRUPTIBLE POWER SUPPLY SYSTEMS,
FOR US$29 PER SHARE IN CASH
WILL CREATE A GLOBAL LEADER IN FAST-GROWING MARKETS FOR
POWER SUPPORT SYSTEMS FOR COMPUTERS, COMMUNICATIONS AND
INDUSTRIAL ELECTRONICS
ACQUISITION EXPECTED TO BE ACCRETIVE TO BTR EARNINGS IN 1998
LONDON, ENGLAND AND RALEIGH, NC, OCTOBER 16, 1997 --
BTR plc (LSE: BTR), a global engineering company, and Exide
Electronics Group, Inc. (NASDAQ: XUPS), a leading supplier of
uninterruptible power supply (UPS) systems, today announced
they have signed a definitive merger agreement under which BTR
will acquire all Exide Electronics shares for US$29 (17.87 British
Pounds) per share in cash.
The acquisition, valued at approximately US$585 mil-
lion (361 million British Pounds), including assumption of US$233
million (144 million British Pounds) in debt, is expected to be
accretive to BTR's earnings in 1998. BTR will promptly commence a
tender offer for all Exide Electronics shares. BTR has entered into
an option agreement with four Exide Electronics shareholders,
including Fiskars Oy Ab, covering 19.9% of Exide Electronics
shares, to acquire and vote those shares. The transaction is
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subject to customary regulatory approvals and is expected to
close before the end of the year.
The combination of Exide Electronics' power protec-
tion products with BTR's range of industrial batteries will
create an integrated global business with a complete power sup-
port system and service capability. UPS systems are used in
computers, communications and other industrial electronics
applications to protect equipment and maintain service in the
event of power loss or distortion. The market for UPS systems
is growing especially rapidly in computer networking and tele-
communications applications.
"Exide Electronics is a perfect strategic fit with
BTR's existing capabilities in a very attractive business,"
said Ian Strachan, Chief Executive of BTR plc. "The UPS sector
has exciting growth prospects and our Control Systems division
will benefit from Exide Electronics' complementary products,
leading market positions, innovative technology and strong
relationships with computer customers. BTR will be able to
achieve further benefits by distributing Exide Electronics'
products through its global network and by increasing Exide
Electronics' access to the telecommunications market. By
taking advantage of BTR's established sales and distribution
network in emerging markets in Asia and Eastern Europe, we can
accelerate development of a global maintenance and service
business for the power protection market."
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"The acquisition of Exide Electronics represents a
major step forward in our strategy to focus on our higher
growth engineering businesses where we enjoy leadership
positions," continued Strachan. "It gives our Control Systems
division a global position and provides us with the ability to
supply our customers with integrated systems solutions for
which there is increasing demand."
James A. Risher, President and Chief Executive
Officer of Exide Electronics, said: "Joining a world-class
company like BTR -- with operations, products and services that
complement our own so well -- creates significant benefits for
all involved. The process of examining strategic alternatives
pursued by the Exide Electronics Board of Directors has
maximized value for our shareholders."
The offer is conditioned on 80% of the fully diluted
common stock being tendered. The parties have agreed that if
this condition is not achieved, they will pursue a cash merger,
at the same price, which would require the vote of a majority
of the outstanding Exide Electronics voting stock.
Wasserstein Perella & Co. is acting as financial
advisor to BTR and dealer manager for the tender offer. Lazard
Freres & Co. LLC is acting as investment banker to Exide
Electronics.
Exide Electronics Group, Inc. is headquartered in
Raleigh, North Carolina, and manufactures its products at
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facilities in the United States, Mexico and Finland. In
addition to UPS products, Exide Electronics also supplies
related software, equipment and services for computer,
communications and industrial applications. It employs
approximately 3,500 people worldwide. Sales for the 12 months
ended June 30, 1997 were US$562 million and EBITA (earnings
before interest, taxes and amortization) was US$51 million.
BTR plc had total sales of 9.5 billion British Pounds
(US$15.4 billion) in the year ended December 31, 1996. The Control
Systems division, which employs approximately 14,500 people,
had annual sales of 1.2 billion British Pounds (US$1.9 billion) and
supplies customers in the worldwide process control industry and
other markets.
####
EXHIBIT 33
FORM OF AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, dated as of October __, 1997, to the
Rights Agreement, dated as of November 25, 1992, as amended
(the "Rights Agreement"), between Exide Electronics Group,
Inc., a Delaware corporation (the "Company"), and First Union
National Bank of North Carolina, as Rights Agent (the "Rights
Agent").
WHEREAS, the Company and the Rights Agent have here-
tofore executed and entered into the Rights Agreement;
WHEREAS, pursuant to Section 27 of the Rights Agree-
ment, the Company and the Rights Agent may from time to time
supplement or amend the Rights Agreement in accordance with the
provisions of Section 27 thereof; and
WHEREAS, all acts and things necessary to make this
Amendment a valid agreement, enforceable according to its
terms, have been done and performed, and the execution and de-
livery of this Amendment by the Company and the Rights Agent
have been in all respects duly authorized by the Company and
the Rights Agent.
NOW, THEREFORE, In consideration of the foregoing and
the mutual agreements set forth herein, the parties hereto
agree as follows:
1. Section 1, paragraph (a) of the Rights Agreement
is hereby amended by adding the following additional sentence
to the end of said paragraph:
Notwithstanding the foregoing, neither BTR plc
("BTR") nor BTR Acquisition Corp. ("BTR Acquisition")
shall be deemed to be an "Acquiring Person" as a
result of and to the extent of the acquisition by BTR
or BTR Acquisition of shares of Common Stock, Series
G Stock and/or warrants to purchase Common Stock
pursuant to the terms of the Agreement and Plan of
Merger, dated as of October 16, 1997, by and among
the Company, BTR and BTR Acquisition, including the
"Offer" and "Merger" defined therein or pursuant to
the "Stockholder Agreement" referred to therein or
the transactions contemplated thereby. <PAGE>
2. Capitalized terms used but not defined herein
shall have the meanings ascribed thereto in the Rights Agree-
ment.
3. This Amendment to the Rights Agreement shall be
deemed to be a contract made under the laws of the State of
Delaware and for all purposes shall be governed by and con-
strued in accordance with the laws of such State.
4. This Amendment to the Rights Agreement may be
executed in any number of counterparts. It shall not be neces-
sary that the signature of or on behalf of each party appears
on each counterpart, but it shall be sufficient that the signa-
ture of or an behalf of each party appears on one or more of
the counterparts. All counterparts shall collectively consti-
tute a single agreement.
5. Except as expressly set forth herein, this
Amendment to the Rights Agreement shall not by implication or
otherwise alter, modify, amend or in any way affect any of the
terms, conditions, obligations, covenants or agreements con-
tained in the Rights Agreement, all of which are ratified and
affirmed in all respects and shall continue in full force and
effect.
6. If any term, provision, covenant or restriction
of this Amendment to the Rights Agreement is held by a court of
competent jurisdiction or other authority to be invalid, void
or unenforceable, the remainder of the terms, provisions, cov-
enants and restrictions of this Amendment to the Rights Agree-
ment, and of the Rights Agreement, shall remain in full force
and effect and shall in no way be affected, impaired or invali-
dated.
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IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed and attested, all as of the
date and year first above written.
Attest: EXIDE ELECTRONICS GROUP,
INC.
By:_________________________ By:_________________________
Name: Name:
Title: Title:
Attest: FIRST UNION NATIONAL BANK OF
NORTH CAROLINA
By:_________________________ By:_________________________
Name: Name:
Title: Title:
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