-----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, NBccgsi05+ifWdUnRQh0a9LSbpQklS9dzXAtrZFXtnSSdUaZACjv5WSXnAYmALGP p3sFmptUF4fX5RM9PcUQBw== 0000950172-98-000229.txt : 19980310 0000950172-98-000229.hdr.sgml : 19980310 ACCESSION NUMBER: 0000950172-98-000229 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980309 SROS: NONE GROUP MEMBERS: ACC ACQUISITION CORPORATION GROUP MEMBERS: DANAHER CORP /DE/ SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PACIFIC SCIENTIFIC CO CENTRAL INDEX KEY: 0000075608 STANDARD INDUSTRIAL CLASSIFICATION: MOTORS & GENERATORS [3621] IRS NUMBER: 940744970 STATE OF INCORPORATION: CA FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-10529 FILM NUMBER: 98560212 BUSINESS ADDRESS: STREET 1: 620 NEWPORT CENTER DR STE 700 CITY: NEWPORT BEACH STATE: CA ZIP: 92658 BUSINESS PHONE: 7147201714 MAIL ADDRESS: STREET 1: 620 NEWPORT CENTER DRIVE STE 700 CITY: NEWPORT BEACH STATE: CA ZIP: 92658 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DANAHER CORP /DE/ CENTRAL INDEX KEY: 0000313616 STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420] IRS NUMBER: 591995548 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/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 14D1/A 1 SCHEDULE 14D1 AMENDMENT NO. 2 ========================================================================= SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- Amendment No. 2 to SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 -------------------------------- PACIFIC SCIENTIFIC COMPANY (Name of Subject Company) ACC ACQUISITION CORP. DANAHER CORPORATION (Bidders) COMMON STOCK, $1.00 PAR VALUE (including the Associated Preferred Share Purchase Rights) (Title of Class of Securities) 694806 ---------------------------------- (CUSIP Number of Class of Securities) PATRICK W. ALLENDER DANAHER CORPORATION 1250 24TH ST., N.W. WASHINGTON, D.C. 20037 (202) 828-0850 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on behalf of Bidders) Copy to: ERIC J. FRIEDMAN, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 919 THIRD AVENUE NEW YORK, NEW YORK 10022 (212) 735-3000 ============================================================================== This Amendment No. 2 amends the Tender Offer Statement on Schedule 14D- 1 initially filed on February 6, 1998 (as amended, the "Tender Offer Statement") by Danaher Corporation, a Delaware corporation ("Parent"), and its wholly owned subsidiary ACC Acquisition Corp., a California corporation (the "Purchaser"), relating to the Purchaser's offer to purchase all of the outstanding shares of common stock, par value $1.00 per share, of Pacific Scientific Company, a California corporation, including the associated Preferred Share Purchase Rights, on the terms and subject to the conditions set forth in the Offer to Purchase dated February 6, 1998. Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings given such terms in the Tender Offer Statement. ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SUBJECT COMPANY'S SECURITIES. Item 7 is hereby amended to add the following: On March 6, 1998, the Company notified holders of Options of its willingness to cash-out all such Options at a price (the "Option Price") equal to the product of (i) the total number of Shares previously subject to such Option and (ii) the excess of the Offer Price over the exercise price per Share subject to such Option, subject to any required withholding taxes, three business days after the Purchaser accepts and pays for Shares tendered in the Offer (the "Early Cash-Out Date"). Pursuant to the Merger Agreement, following the Early Cash-Out Date, holders of Options who have not elected to take advantage of the early cash-out will have to wait until the Effective Time of the Merger to receive the Option Price for such Options or the Offer Price for any Shares received upon exercise of Options which were not tendered prior to the Expiration Date of the Offer, unless such Shares are sold in the open market prior to the consummation of the Merger. The text of the letter is set forth as Exhibit (c)(3) hereto and is incorporated by reference herein. ITEM 10. ADDITIONAL INFORMATION. Item 10 is hereby amended to add the following: On March 9, 1998, the Purchaser announced that it had extended the Offer to 5:00 p.m., New York City time, on March 9, 1998. As of midnight, New York City time, on March 6, 1998, 11,256,330 Shares, representing 89.9% of the outstanding Shares, had been validly tendered and not withdrawn pursuant to the Offer. In addition, 378,020 Shares had been tendered pursuant to the procedures for guaranteed delivery. Including such Shares, a total of 11,634,350 Shares, representing approximately 93% of the outstanding Shares, had been tendered pursuant to the Offer. The tender offer has been extended to allow time for the Shares tendered pursuant to guaranteed delivery or other Shares to be delivered. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended to add the following: (a)(11) Text of press release, dated March 9, 1998. (c)(3) Text of letter, dated March 6, 1998, from Pacific Scientific Company to holders of Options. SIGNATURES After due inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: March 9, 1998 ACC ACQUISITION CORP. BY: /s/ Patrick W. Allender ------------------------------ Name: Patrick W. Allender Title: Vice President, Treasurer and Director DANAHER CORPORATION BY: /s/ Patrick W. Allender ------------------------------ Name: Patrick W. Allender Title: Senior Vice President, Chief Financial Officer and Secretary EXHIBIT INDEX Exhibit No. Description (a)(11) Text of press release, dated March 9, 1998. (c)(3) Text of letter, dated March 6, 1998, from Pacific Scientific Company to holders of Options EX-99 2 EXHIBIT (A)(11) - PRESS RELEASE Exhibit (a)(11) [Letterhead of Danaher Corporation] FOR IMMEDIATE RELEASE CONTACT: Patrick W. Allender Chief Financial Officer (202) 828-0850 DANAHER CORPORATION EXTENDS TENDER OFFER FOR PACIFIC SCIENTIFIC COMPANY UNTIL MARCH 9, 1998 Washington, D.C., March 9, 1998 -- Danaher Corporation (NYSE:DHR) announced today that it has extended its tender offer for all outstanding shares of Pacific Scientific Company common stock, together with associated preferred share purchase rights, at a price of $30.25 per share, to 5:00 p.m., New York City time, on March 9, 1998. As of midnight, New York City time, on March 6, 1998, 11,256,330 shares, representing 89.9% of the outstanding shares, had been validly tendered and not withdrawn pursuant to the offer. In addition, 378,020 shares had been tendered pursuant to the procedures for guaranteed delivery. Including such shares, a total of 11,634,350 shares, representing approximately 93% of the outstanding shares, had been validly tendered and not withdrawn pursuant to the offer. The tender offer has been extended to allow time for the guaranteed shares or other shares to be delivered. As previously announced, following completion of the tender offer, Danaher Corporation plans to acquire any remaining Pacific Scientific shares at $30.25 per share through a cash merger, expected to be completed shortly. Pacific Scientific Company is an international business that designs, manufactures and markets motion control, process control and safety equipment. Danaher is a leading manufacturer of Tools and Components, and Process/Environmental Controls. (http://www.danaher.com) EX-99 3 EXHIBIT (C)(3) Exhibit (c)(3) PACIFIC SCIENTIFIC COMPANY 620 Newport Center Drive, Suite 700 Newport Beach, California 92660 March 6, 1998 Dear Option Holder: In connection with the tender offer (the "Offer") by ACC Acquisition Corp. ("ACC"), a subsidiary of Danaher Corporation ("Danaher"), for all of the outstanding shares of common stock, par value $1.00 per share the ("Shares"), of Pacific Scientific Company (the "Company"), at a price of $30.25 per Share (the "Merger Price"), the Company intends to purchase with the approval of its Board of Directors, all outstanding Company stock options (the "Options") for cash payment (the "Option Payment") equal to the product of (i) the total number of Shares previously subject to such Option and (ii) the excess of the Merger Price over the exercise price per Shares subject to such Option, subject to any required withholding taxes, on a date which shall be three business days after acceptance and payment for shares of the Company by Danaher pursuant to the Offer. Danaher has requested that Option holders agree not to exercise their Options after receipt of this letter. The Company's purchase of Options is designed to ensure that Danaher's ownership of Shares remains at 90% or more following completion of the Offer, so that Danaher will be able to consummate the merger (the "Merger") of the Company and ACC 20 days after notice is sent to holders of Shares who have not tendered in the Offer. The notice will be sent as soon as practicable after the Offer is completed. In essence, you have the following three choices: 1. You can sign and return this letter. By so doing you will receive your Option Payment three business days after Danaher pays for the Shares that it acquires in the Offer. In return, you agree that you will not exercise your Options prior to the time you receive your Option Payment. This is the option which Lester "Buck" Hill, Winston Hickman and I intend to choose and I assume that most of you will want to do likewise. If you want to choose this option, please sign this letter and return it to Tom Griffith at the above address no later than March 11, 1998; 2. You can do nothing. If you elect not to return this letter within the time frame specified above, you will receive the Option Payment when the Merger is consummated, which will be approximately, but not earlier than, 20 days after Danaher pays for the Shares that it acquires in the Offer; or 3. You could, during the 20 day period after the Offer is completed, exercise your Options by paying the exercise price related to the Options, and then sell the shares into the market. If these shares obtained pursuant to option exercise were held to the end of the 20 day period, however, they would at that time be converted into the right to receive the Merger Price as described above. Please indicate your acceptance of the Option Payment and your agreement not to exercise your Options after your receipt of this letter by signing both copies of this letter in the space provided below and returning one copy to me, keeping a copy for yourself. Upon receipt of your Option Payment, your Options shall automatically terminate. Very truly yours, Pacific Scientific Company By: /s/ David L. Schlotterbeck ----------------------------------- Name: David L. Schlotterbeck Title: President Accepted and Agreed: (Name) -----END PRIVACY-ENHANCED MESSAGE-----