-----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, TPEvye273wVaNbeQbD+ikxGKvogfLdzb2jz4X1ga8KDoM3Lit9rktoSai6oMxmYr 3Nb9vS30GMlJEh/MIjhobg== 0000950109-01-502305.txt : 20010724 0000950109-01-502305.hdr.sgml : 20010724 ACCESSION NUMBER: 0000950109-01-502305 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010723 GROUP MEMBERS: DANAHER CORP /DE/ GROUP MEMBERS: PHOENIX ACQUISITION CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MICROTEST INC CENTRAL INDEX KEY: 0000891920 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 860485884 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-45391 FILM NUMBER: 1686266 BUSINESS ADDRESS: STREET 1: 4747 N 22ND STREET CITY: PHOENIX STATE: AZ ZIP: 85016 BUSINESS PHONE: 6029526400 MAIL ADDRESS: STREET 1: 4747 N 22ND STREET CITY: PHOENIX STATE: AZ ZIP: 85016 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: 1250 24TH ST NW STREET 2: SUITE 800 CITY: WASHINGTON STATE: DC ZIP: 20037 BUSINESS PHONE: 2028280850 MAIL ADDRESS: STREET 1: 1250 24TH STREET NW STREET 2: SUITE 800 CITY: WASHINGTON STATE: DC ZIP: 20037 FORMER COMPANY: FORMER CONFORMED NAME: DMG INC DATE OF NAME CHANGE: 19850221 SC TO-T/A 1 dsctota.txt AMENDMENT #3 TO THE SCHEDULE TO-T ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to 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 [ ] 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: [ ] ================================================================================ This Amendment No. 3 (the "Amendment") amends and supplements the Tender Offer Statement on Schedule TO filed by Danaher Corporation, a Delaware corporation ("Danaher"), and Phoenix Acquisition Corp., a Delaware corporation and an indirect, wholly-owned subsidiary of Danaher (the "Purchaser"), on June 21, 2001, as previously amended and supplemented (the "Schedule TO"), relating to the offer by the Purchaser to purchase all outstanding shares of common stock, par value $0.001 per share (the "Shares"), of Microtest, Inc., a Delaware corporation ("Microtest") at $8.15 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 21, 2001 (the "Offer to Purchase") and in the related Letter of Transmittal, copies of which are attached as Exhibits (a)(1) and (a)(2), respectively, to the Schedule TO. Items 1 through 9 and 11. Items 1 through 9 and 11 of the Schedule TO, which incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by adding thereto the following: On July 20, 2001, the Offer was extended through 12:00 midnight, New York City time, on Monday, July 23, 2001. Accordingly, the term "Expiration Date" means 12:00 midnight, New York City time, on Monday, July 23, 2001, unless we further extend the period of time for which the initial offering period of the Offer is open, in which case the term "Expiration Date" will mean the time and date at which the initial offering period of the Offer, as so extended, will expire. According to a preliminary count by the Depository, there were tendered and not withdrawn 7,779,162 Shares as of 12:00 midnight on July 20, 2001 (excluding 39,393 Shares listed on notices of guaranteed delivery received by the Depository), representing approximately 89.725% of the outstanding Shares. On July 23, 2001, Danaher issued a press release announcing the extension of the Offer as described above, a copy of which is filed as Exhibit (a)(11) 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)(11) Text of Press Release issued by Danaher on July 23, 2001. 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: July 23, 2001. PHOENIX ACQUISITION CORP. By /s/ Christopher C. McMahon ----------------------------- Name: Christopher C. McMahon Title: Vice President and Secretary DANAHER CORPORATION By /s/ Christopher C. McMahon ------------------------------ Name: Christopher C. McMahon Title: Vice President - Controller EXHIBIT INDEX *(a)(1) Offer to Purchase, dated June 21, 2001. *(a)(2) Form of Letter of Transmittal. *(a)(3) Form of Notice of Guaranteed Delivery. *(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. *(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. *(a)(6) Text of press release issued by Danaher dated June 13, 2001 (filed with the Securities and Exchange Commission under cover of Schedule TO-C by Danaher on June 13, 2001 and incorporated herein by reference). *(a)(7) Text of press release issued by Fluke Networks, Inc. dated June 13, 2001 (filed with the Securities and Exchange Commission under cover of Schedule TO-C by Danaher on June 13, 2001 and incorporated herein by reference). *(a)(8) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. *(a)(9) Form of summary advertisement dated June 21, 2001. *(a)(10) Text of Press Release issued by Danaher on July 20, 2001. (a)(11) Text of Press Release issued by Danaher on July 20, 2001. *(d)(1) Agreement and Plan of Merger, dated June 12, 2001, among Danaher, the Purchaser and Microtest. *(d)(2) Confidentiality Agreement, dated February 25, 1999, between Danaher and Microtest, as amended May 22, 2001. (g) None. (h) Not applicable. - --------- *Previously filed EX-99.A.11 2 dex99a11.txt EXHIBIT (A)(11) Exhibit (a)(11) DANAHER CORPORATION 2099 Pennsylvania Avenue, NW, 12th Floor Washington, D.C. 20006-1813 TELEPHONE (202) 828-0850 TELECOPIER (202) 828-0860 FOR IMMEDIATE RELEASE CONTACT: PATRICK W. ALLENDER CHIEF FINANCIAL OFFICER (202) 828-0850 DANAHER CORPORATION EXTENDS TENDER OFFER FOR MICROTEST, INC. THROUGH JULY 23, 2001 - ----------------------------------------------------------------------------- Washington, D.C., July 23, 2001 - Danaher Corporation (NYSE:DHR) announced today that it is extending its tender offer for outstanding shares of Microtest, Inc. (NASDAQ:MTST) common stock from the prior expiration date of midnight on Friday, July 20, 2001 to midnight on Monday, July 23, 2001. Accordingly, the tender offer and withdrawal rights will expire at 12:00 midnight, New York City time, on July 23, 2001,unless Danaher further extends the tender offer. According to a preliminary count by the depositary for the offer, there were tendered and not withdrawn 7,779,162 shares as of 12:00 midnight on July 20, 2001 (excluding 39,393 shares listed on notices of guaranteed delivery received by the depositary), representing approximately 89.725% of the shares of Microtest common stock currently outstanding. Danaher is extending the offer so that more than 90 percent of the shares of Microtest common stock may be validly tendered and not withdrawn prior to the expiration of the offer. If that occurs, Danaher will be able to use the expedited procedures available under Delaware law for a merger with a 90 percent-owned subsidiary. Microtest is a leading provider of network test and connectivity products. Danaher Corporation is a leading manufacturer of Process/Environmental Controls and Tools and Components. (www.danaher.com) This document is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer is being made only through an offer to purchase and related letter of transmittal. All stockholders should read the tender offer statement concerning the tender offer that has been filed by Danaher, and the solicitation/recommendation statement that has been filed by Microtest, with the Securities and Exchange Commission ("SEC") and mailed to stockholders. These statements contain important information that stockholders should consider before making any decision regarding tendering their shares. Stockholders can obtain these statements, as well as other filings containing information about Danaher and Microtest, without charge, at the SEC's internet site (www.sec.gov). Copies of the tender offer statement and related materials may also be obtained for free by directing such requests to Danaher's Corporate Secretary. The solicitation/recommendation statement and related materials may also be obtained for free by directing such requests to Microtest's Investor Relations department. Statements in this document that are not strictly historical may be "forward-looking" statements, which involve risks and uncertainties. These include economic and currency conditions, market demand, pricing, and competitive and technological factors, among others, as set forth in the companies' respective SEC filings. -----END PRIVACY-ENHANCED MESSAGE-----