SC TO-C 1 dsctoc.txt SCH TO-C ============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Microtest, Inc. (Name of Subject Company) Phoenix Acquisition Corp. Danaher Corporation (Name of Filing Person-Offeror) Common Stock, Par Value $0.001 Per Share Preferred Share Purchase Rights (Title of Class of Securities) 594941106 (CUSIP Number of Class of Securities) Patrick W. Allender Executive Vice President, Chief Financial Officer and Secretary 2099 Pennsylvania Avenue, NW, 12th Floor Washington, D.C. 20006-1813 Telephone: (202) 828-0850 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) Copy to: Mark A. Dewire, Esq. Wilmer, Cutler & Pickering 2445 M Street, NW Washington, D.C. 20037-1420 Telephone: (202) 663-6000 CALCULATION OF FILING FEE ============================================================================== Transaction Valuation Amount of Filing Fee ------------------------------------------------------------------------------ Not applicable Not applicable ============================================================================== [ ] Check 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: None. Form or Registration No.: Not applicable. Filing Party: Not applicable. Date Filed: Not applicable. [x] 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 l3d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] ============================================================================== ITEM 12 EXHIBITS Exhibit 99.1 Text of Press Release issued on June 13, 2001 Exhibit 99.2 Text of Press Release issued on June 13, 2001 Exhibit 99.3 Employee Q&A Sheet Exhibit 99.4 Letter to Employees Exhibit 99.5 Media Q&A Exhibit 99.6 Letter to Sales Representatives Exhibit 99.7 Q&A Sheet for Independent Sales Representatives EXHIBIT INDEX Exhibit 99.1 Text of Press Release issued on June 13, 2001 Exhibit 99.2 Text of Press Release issued on June 13, 2001 Exhibit 99.3 Employee Q&A Sheet Exhibit 99.4 Letter to Employees Exhibit 99.5 Media Q&A Exhibit 99.6 Letter to Sales Representatives Exhibit 99.7 Q&A Sheet for Independent Sales Representatives