SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 17)*
KETEMA, INC.
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
492653100
(CUSIP Number)
David P. Steinmann
Secretary
American Securities Partners GP Corp.
122 East 42nd Street
New York, New York 10168
(212) 476-8000
___________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 28, 1994
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to
report the acquisition which is the subject of this Schedule 13D,
and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following
box [ ].
Check the following box if a fee is being paid with the statement
[ ]. (A
fee is not required only if the reporting person: (1) has a
previous
statement on file reporting beneficial ownership of more than five
percent
of the class of securities described in Item 1; and (2) has filed
no
amendment subsequent thereto reporting beneficial ownership of five
percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should
be filed
with the Commission. See Rule 13d-1(a) for other parties to whom
copies are
to be sent.
*The remainder of this cover page shall be filled out for a
reporting
person's initial filing on this form with respect to the subject
class of
securities, and for any subsequent amendment containing information
which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be
deemed to be "filed" for the purpose of Section 18 of the
Securities
Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that
section of the Act but shall be subject to all other provisions of
the Act
(however, see the Notes).
This Amendment No. 17 amends the Schedule 13D dated
February 22, 1989, as heretofore amended (the "Schedule 13D"),
filed by American Securities Partners, L.P. on behalf of the
Reporting Persons identified in Amendment No. 14 thereto in
respect of the Common Stock, par value $1.00 per share, of
Ketema, Inc., a Delaware corporation. Terms defined in the
Schedule 13D as heretofore amended are used herein with such
defined meanings.
This Amendment No. 17 is being filed solely to refile
a copy of Exhibit (6) to correct a typographical error contained
in the copy of Exhibit (6) filed with Amendment No. 16.
Item 7. Material to be filed as Exhibits.
Item 7 of the Schedule 13D as last amended is hereby
further amended by substituting the following description of
Exhibit (6) in lieu of the description of Exhibit (6) contained
in the Schedule 13D as amended by Amendment No. 16 thereto:
Exhibit (6) - Corrected copy of Letter Option
Agreement, dated June 28, 1994,
between American Securities
Capital Partners, L.P. and Danaher
Corporation
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned certifies
that the information set forth in this statement is true,
complete and correct.
AMERICAN SECURITIES PARTNERS, L.P.,
in its capacity as agent for the
Reporting Persons
By: AMERICAN SECURITIES PARTNERS
GP CORP., its general partner
By: /s/ David P. Steinmann
David P. Steinmann, Secretary
Exhibit (6)
June 28, 1994
Danaher Corporation
Washington, D.C.
Gentlemen:
Reference is made to the Confidentiality Agreement, dated this
day (the "Confidentiality Agreement"), between Danaher
Corporation ("D Co.") and the undersigned, American Securities
Capital Partners, L.P. ("Amseco"). In order to induce D Co. to
enter into the Confidentiality Agreement, Amseco hereby agrees
that D Co., or an affiliate thereof, shall have the exclusive
option for the period of 45 days from the date hereof to commit
to purchase for cash up to a $5 million limited partnership
interest in KTM Partners, L.P. (representing not less than a
33 1/3% interest in KTM Partners, L.P.), a New York limited
partnership, which has been formed by affiliates of Amseco and
currently owns 100% of the Common Stock of KTM Holdings Corp., a
Delaware corporation ("KTM"), which is a party to the Merger
Agreement with Ketema, Inc. (the "Company"). It is understood
that the Investment will be made on a pari passu per unit value
basis with the other limited partners based on the amount of
cash and/or value of securities of the Company contributed by
such limited partners, with such securities being valued at the
Merger Consideration of $15.00 per share provided for in the
Merger Agreement or the redemption price thereof in the case of
Convertible Debentures other than the privately issued
Debentures held by Hugh H. Williamson, III. If the option is
exercised by D Co. and the Merger is consummated by Amseco, it
is agreed that upon consummation of the Merger so long as D Co.
maintains at least a 25% interest in KTM Partners, L.P. (i) any
corporate action to be taken by KTM Holdings Corp. or the
Company regarding (a) any sale, lease, mortgage, transfer or
other disposition of any material assets outside of the ordinary
course of business, (b) any dividends or other distributions to
stockholders, (c) any liquidation, dissolution, merger,
consolidation, spin-off or other reorganization, (d) any
issuance or sale of securities or other interests, (e) any
transactions with affiliates or (f) any change to its charter or
by-laws will require the unanimous consent of D Co. and Amseco,
(ii) D Co. or an affiliate thereof shall have the right to
designate two members of the board of directors of KTM Holdings
Corp., one of which shall be George M. Sherman and the other of
which shall initially be Patrick W. Allender, and (iii) other
mutually satisfactory corporate governance provisions regarding
major corporate activities and transactions of KTM or the
Company shall be effectuated provided that D Co. may not
unreasonably withhold its consent to any of the above actions so
long as they are on an arms' length basis with unaffiliated
parties. Notwithstanding anything contained herein to the
contrary D Co. shall consent to (and does hereby consent to)
both KTM Holdings Corp. and the Company taking all necessary
actions to perform their obligations under the letter agreement
between Hugh H. Williamson, III and KTM Holdings Corp. dated May
5, 1994 and the various transactions contemplated therein (a
copy of which has been filed as an Exhibit to Schedule 13-D).
Amseco also agrees that D Co. shall be released from its
obligations under the ninth paragraph of the Confidentiality
Agreement, and shall be entitled to use the Confidential
Information under the Confidentiality Agreement in connection
with alternative transactions involving the Company, at and
after the time of the first to occur of any of the following:
(i) the fifth business day after the public announcement
of (a) the commencement by a third party of, or an
intention of a third party to commence, a tender or
exchange offer for at least a majority of the shares of
voting stock of the Company for consideration having a
value per share greater than $15.00, or (b) a written bona
fide proposal or offer by a third party to enter into a
transaction with the Company which would result, directly
or indirectly, in (x) a change in control of the Company,
including, without limitation, any merger, consolidation,
acquisition of beneficial ownership of voting stock or
sale, lease, exchange or other transfer of all or
substantially all of the assets and business of the
Company, for consideration per share of the Company's
common stock greater than $15.00 or (y) the sale, lease,
exchange or other disposition by the Company, directly or
indirectly, of all or any material portion of its assets
and business, unless, in each case referred to in this
clause (i), KTM Holdings Corp. and its affiliates shall
have notified D Co., within five business days (two
business days in the case of a Tender Offer) of any such
announcement, of their intention to match or increase such
proposal or offer and shall have publicly matched or
increased such proposal or offer within ten business days
(five business days in the case of a Tender Offer)
following such announcement, and
(ii) the existence of a right to terminate the Merger
Agreement pursuant to Section 9.01(v) thereof or the
termination of the Merger Agreement pursuant to any other
provision of Section 9.01 thereof.
The occurrence of any of the events described in clause (i) or
(ii) above shall be deemed to be an abandonment by Amseco for the
purposes of paragraph 10 of the Confidentiality Agreement.
In no event shall this agreement or the Confidentiality
Agreement operate to prohibit D Co. from competing with an
Tender Offer commenced for 51% or more of the common stock of
the Company by a third party, which Tender Offer has not been
approved by the Special Committee of the Board of Directors (or
the Board of Directors if the Special Committee does not then
exist).
If the foregoing reflects our agreement, kindly sign and return
this letter to us.
Sincerely,
AMERICAN SECURITIES CAPITAL PARTNERS, L.P.
By Its General Partners:
AMERICAN SECURITIES CAPITAL PARTNERS GP CORP.
By:/s/ Michael G. Fisch
Michael G. Fisch
President
Accepted and Agreed:
DANAHER CORPORATION
By:/s/ George M. Sherman
George M. Sherman
President/Chief
Executive Officer
