-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CIE+CyC6ri/su8Wc/mNiWAHPN2jIoZZeQJsDp8uUQGZwUJq3MtvoQ90KG+U9M66S f6X+Mbns4vrClpSnqK/YKg== 0000898822-06-000620.txt : 20060519 0000898822-06-000620.hdr.sgml : 20060519 20060519170156 ACCESSION NUMBER: 0000898822-06-000620 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060519 DATE AS OF CHANGE: 20060519 GROUP MEMBERS: SMILE ACQUISITION CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SYBRON DENTAL SPECIALTIES INC CENTRAL INDEX KEY: 0001121302 STANDARD INDUSTRIAL CLASSIFICATION: DENTAL EQUIPMENT & SUPPLIES [3843] IRS NUMBER: 330920985 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60091 FILM NUMBER: 06855986 BUSINESS ADDRESS: STREET 1: 1717 WEST COLLINS AVENUE CITY: ORANGE STATE: CA ZIP: 92867 BUSINESS PHONE: 7145167400 MAIL ADDRESS: STREET 1: SYBRON DENTAL SPECIALTIES, INC. STREET 2: 1717 WEST COLLINS AVENUE CITY: ORANGE STATE: CA ZIP: 92867 FORMER COMPANY: FORMER CONFORMED NAME: SDS HOLDING CO DATE OF NAME CHANGE: 20000807 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DANAHER CORP /DE/ CENTRAL INDEX KEY: 0000313616 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 591995548 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 2099 PENNSYLVANIA AVE N.W., 12TH FLOOR CITY: WASHINGTON STATE: DC ZIP: 20006 BUSINESS PHONE: 2028280850 MAIL ADDRESS: STREET 1: 2099 PENNSYLVANIA AVE. N.W., 12TH FLOOR CITY: WASHINGTON STATE: DC ZIP: 20006 FORMER COMPANY: FORMER CONFORMED NAME: DMG INC DATE OF NAME CHANGE: 19850221 SC TO-T/A 1 amend8.txt ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------- SCHEDULE TO AMENDMENT NO. 8 TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 SYBRON DENTAL SPECIALTIES, INC. (Name of Subject Company) DANAHER CORPORATION SMILE ACQUISITION CORP. (Name of Filing Persons--Offerors) COMMON STOCK, PAR VALUE $0.01 PER SHARE (INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS) (Title of Class of Securities) 871142105 (CUSIP Number of Class of Securities) Daniel L. Comas Executive Vice President and Chief Financial Officer Danaher Corporation 2099 Pennsylvania Avenue, NW 12th Floor Washington, D.C. 20006 (202) 828-0850 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) -Copies to- Trevor S. Norwitz, Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, NY 10019 (212) 403-1000 ----------- CALCULATION OF FILING FEE Transaction Valuation Amount of Filing Fee - ------------------------------------- ---------------------------------- 2,046,908,434* $219,019* - ------------------------------------- ---------------------------------- - ------------------------------------- ---------------------------------- * Estimated for purposes of calculating the amount of the filing fee only. The calculation of the filing fee is described on the cover page to the Schedule TO filed on April 18, 2006. [X] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $219,019 Filing Party: Danaher Corporation Form or Registration No.: Schedule TO Date Filed: April 18, 2006 [_] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [_] issuer tender offer subject to Rule 13e-4. [_] going-private transaction subject to Rule 13e-3. [_] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [X] ================================================================================ This Amendment No. 8 amends and supplements the Tender Offer Statement on Schedule TO, as amended, (the "SCHEDULE TO"), originally filed with the Securities and Exchange Commission on April 18, 2006 and as amended and supplemented by Amendment No. 1 on April 21, 2006, Amendment No. 2 on April 26, 2006, Amendment No. 3 on May 3, 2006, Amendment No. 4 on May 8, 2006, Amendment No. 5 on May 11, 2006, Amendment No. 6 on May 16, 2006, and Amendment No. 7 on May 17, 2006, by Danaher Corporation ("DANAHER"), a Delaware corporation, and Smile Acquisition Corp. ("PURCHASER"), a Delaware corporation and an indirect wholly owned subsidiary of Danaher. The Schedule TO relates to the offer by Purchaser to purchase any and all of the outstanding shares of common stock, par value $0.01 per share (the "SHARES"), of Sybron Dental Specialties, Inc., a Delaware corporation ("SYBRON"), for $47.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 18, 2006 (the "OFFER TO PURCHASE"), and in the related Letter of Transmittal. Copies of the Offer to Purchase and the related Letter of Transmittal are filed with the Schedule TO as exhibits (a)(1)(A) and (a)(1)(B), respectively. Capitalized terms used and not defined herein shall have the meanings assigned such terms in the Offer to Purchase and Schedule TO. The Schedule TO, which incorporates by reference the information contained in the Offer to Purchase, is hereby amended and supplemented as follows: The subsequent offering period in the Offer expired at midnight, New York City time, on May 18, 2006. Based on the final count by the Depositary, 38,958,190 Shares were tendered and not properly withdrawn, including 851,655 Shares tendered by notice of guaranteed delivery, which represents approximately 96.07% of all outstanding Shares. The Purchaser has accepted all these Shares for payment and has paid or will promptly pay the Offer Price in respect of such Shares. The full text of the press release announcing the expiration of the subsequent offering period in the Offer and the final results of the Offer is attached as Exhibit (a)(5)(H) hereto and is incorporated herein by reference. The Merger was consummated effective as of 9:00 am Eastern time on May 19, 2006 without a meeting of Sybron's stockholders in accordance with Delaware's short-form merger statute. As a result of the Merger, each remaining outstanding Share was converted into the right to receive $47.00 per Share, net to the seller in cash without interest, other than Shares held by Danaher or any of its subsidiaries, Sybron, or Shares held by Sybron's stockholders that perfect their rights to appraisal in accordance with Delaware law. The full text of the press release announcing the consummation of the Merger is attached as Exhibit (a)(5)(I) hereto and is incorporated herein by reference. ITEM 12. EXHIBITS Item 12 of the Schedule TO is hereby amended by adding thereto the following: (a)(5)(H) Text of press release issued by Danaher and Sybron dated May 19, 2006. (a)(5)(I) Text of press release issued by Danaher dated May 19, 2006. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 19, 2006 DANAHER CORPORATION By: /s/ Daniel L. Comas ------------------------------------ Name: Daniel L. Comas Title: Executive Vice President and Chief Financial Officer SMILE ACQUISITION CORP. By: /s/ Daniel L. Comas ------------------------------------ Name: Daniel L. Comas Title: President EXHIBIT INDEX *(a)(1)(A) Offer to Purchase, dated April 18, 2006. *(a)(1)(B) Form of Letter of Transmittal. *(a)(1)(C) Form of Notice of Guaranteed Delivery. *(a)(1)(D) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. *(a)(1)(E) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. *(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(2) Not applicable. (a)(3) Not applicable. (a)(4) Not applicable. *(a)(5)(A) Text of press release issued by Danaher dated April 12, 2006. *(a)(5)(B) Form of summary advertisement dated April 18, 2006. *(a)(5)(C) Excerpt from transcript of Danaher's first quarter 2006 earnings call, dated April 20, 2006. *(a)(5)(D) Text of press release issued by Danaher dated May 3, 2006. *(a)(5)(E) Text of press release issued by Danaher and Sybron dated May 5, 2006. *(a)(5)(F) Text of press release issued by Danaher dated May 11, 2006. *(a)(5)(G) Text of press release issued by Danaher and Sybron dated May 16, 2006. (a)(5)(H) Text of press release issued by Danaher and Sybron dated May 19, 2006. (a)(5)(I) Text of press release issued by Danaher dated May 19, 2006. *(a)(6)(A) Complaint titled Dolphin Limited Partnership I, L.P. et al. v. Sybron Dental Specialties, Inc. et al., filed on April 24, 2006, in the Superior Court of the State of California, County of Orange, Case No. 06CC00082. *(a)(6)(B) Memorandum of Understanding, dated May 5, 2006. *(b)(1) Credit Agreement, dated as of April 25, 2006, among Danaher Corporation and Bank of America, N.A., et al. *(b)(2) Commitment letter with respect to a US$700,000,000 364 Day Revolving Credit Facility for Danaher Corporation, dated April 11, 2006, by UBS Loan Finance LLC. *(b)(3) Commercial Paper Dealer Agreement between Danaher Corporation, as Issuer, and Goldman, Sachs & Co., as Dealer, dated May 5, 2006 (filed as Exhibit 10.1 to the Form 8-K filed by Danaher with the SEC on May 11, 2006 and incorporated herein by reference). *(b)(4) Commercial Paper Issuing and Paying Agent Agreement by and between Danaher Corporation and Deutsche Bank Trust Company Americas, dated May 5, 2006 (filed as Exhibit 10.2 to the Form 8-K filed by Danaher with the SEC on May 11, 2006 and incorporated herein by reference). *(b)(5) Dealer Agreement between Danaher European Finance S.A., as Issuer, Danaher Corporation, as Guarantor, and Lehman Brothers International (Europe), as Dealer and Arranger, dated May 8, 2006 (filed as Exhibit 10.3 to the Form 8-K filed by Danaher with the SEC on May 11, 2006 and incorporated herein by reference). *(b)(6) Issuing and Paying Agency Agreement among Danaher European Finance S.A., Danaher Corporation and Deutsche Bank AG, London Branch dated May 8, 2006 (filed as Exhibit 10.4 to the Form 8-K filed by Danaher with the SEC on May 11, 2006 and incorporated herein by reference). *(b)(7) Credit Agreement, dated as of May 9, 2006, among the lenders referred to therein, UBS Securities LLC, as Syndication Agent, Documentation Agent, Lead Arranger and Book Manager, and UBS AG, Stamford Branch, as Administrative Agent (filed as Exhibit 10.5 to the Form 8-K filed by Danaher with the SEC on May 11, 2006 and incorporated herein by reference). *(b)(8) Summary of the Global Commercial Paper Program and the $700 Million Credit Facility (filed as Item 1.01 to the Form 8-K filed by Danaher with the SEC on May 11, 2006 and incorporated herein by reference). *(d)(1) Agreement and Plan of Merger, dated as of April 12, 2006, between Danaher, the Purchaser and Sybron. *(d)(2) Confidentiality Agreement, dated as of March 13, 2006, between Danaher and Sybron. (g) None. (h) Not applicable. - ------------------------ * Previously filed. EX-99 2 ex1.txt EXHIBIT (A)(5)(H) Exhibit (a)(5)(H) DANAHER CORPORATION SUCCESSFULLY ACQUIRES 94% OF SYBRON DENTAL SPECIALTIES, INC.'S SHARES Washington, D.C. and Newport Beach, CA, May 19, 2006 - Danaher Corporation (NYSE: DHR) and Sybron Dental Specialties, Inc. (NYSE:SYD) jointly announced today the expiration, as of Midnight, New York City time, on May 18, 2006, of the subsequent offering period in the tender offer made by Smile Acquisition Corp., Danaher Corporation's indirect wholly owned subsidiary, for all of the outstanding shares of Sybron Dental Specialties, Inc. common stock. The initial tender offer period expired on May 15, 2006. According to the final report of the depositary for the offer, as of the expiration of the subsequent offer period, 94% of Sybron's outstanding common stock (excluding shares subject to guaranteed delivery) were validly tendered and not withdrawn. Smile will acquire all of the remaining outstanding shares of Sybron common stock by means of a short-form merger under Delaware law. In this merger, Smile will merge with and into Sybron and Sybron will become an indirect wholly owned subsidiary of Danaher. In the merger, each share of Sybron's outstanding common stock will be cancelled and (except for shares held by Danaher, Smile or stockholders properly exercising dissenters' rights) will be converted into the right to receive $47.00 per share, net to the seller in cash without interest. Following the merger, detailed instructions will be mailed to Sybron stockholders who did not tender in the offer outlining the steps to be taken to obtain the merger consideration. Danaher Corporation is a leading manufacturer of Professional Instrumentation, Industrial Technologies, and Tools and Components. (www.danaher.com) Sybron Dental Specialties and its subsidiaries are leading manufacturers of both a broad range of value-added products for the dental profession, including the specialty markets of orthodontics, endodontics and implantology, and a variety of infection prevention products for use by the medical profession. (www.sybrondental.com) Please contact: Andy Wilson Vice President, Investor Relations Danaher Corporation 2099 Pennsylvania Avenue, NW 12th Floor Washington, D.C. 20006 Telephone: (202) 828-0850 Fax: (202) 828-0860 EX-99 3 ex2.txt EXHIBIT (A)(5)(I) Exhibit (a)(5)(I) DANAHER SUCCESSFULLY COMPLETES ACQUISITION OF SYBRON DENTAL SPECIALTIES, INC. Washington, D.C., May 19, 2006 - Danaher Corporation (NYSE: DHR) announced today that it has completed the merger of its indirect wholly owned subsidiary into Sybron and, as a result, Sybron has become a direct wholly owned subsidiary of Danaher. The merger follows Danaher's acquisition by tender offer of approximately 94% of Sybron's outstanding common stock at a price of $47.00 per share, net to the seller in cash. In the merger, each share of Sybron's outstanding common stock was cancelled and (except for shares held by Danaher, any subsidiary of Danaher or shareholders who properly exercise appraisal rights) converted into the right to receive $47.00 per share, net to the seller in cash. Sybron's common stock has ceased to be traded on the New York Stock Exchange. Detailed instructions will be mailed to former Sybron stockholders who did not tender their shares into the offer outlining the steps to be taken to obtain the merger consideration or exercise appraisal rights under Delaware law. Danaher Corporation is a leading manufacturer of Professional Instrumentation, Industrial Technologies, and Tools and Components. (www.danaher.com) Sybron Dental Specialties and its subsidiaries are leading manufacturers of both a broad range of value-added products for the dental profession, including the specialty markets of orthodontics, endodontics and implantology, and a variety of infection prevention products for use by the medical profession. (www.sybrondental.com) Please contact: Andy Wilson Vice President, Investor Relations Danaher Corporation 2099 Pennsylvania Avenue, NW 12th Floor Washington, D.C. 20006 Telephone: (202) 828-0850 Fax: (202) 828-0860 -----END PRIVACY-ENHANCED MESSAGE-----