SC TO-T/A 1 0001.txt AMENDMENT NO. 3 TO SCHEDULE TO ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- SCHEDULE TO/A TENDER OFFER STATEMENT UNDER SECTION 14(e)1 OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 3 KOLLMORGEN CORPORATION ------------------------------------------------------- (Name of Subject Company) KING DC ACQUISITION CORP. DANAHER CORPORATION ------------------------------------------------------ (Name of Filing Person - Offeror) COMMON STOCK, PAR VALUE $2.50 PER SHARE PREFERRED SHARE PURCHASE RIGHTS ------------------------------------------------------ (Title of Class of Securities) 500440 10 2 ------------------------------------------------------ (CUSIP Number of Class of Securities) PATRICK W. ALLENDER EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER DANAHER CORPORATION 1250 24TH STREET, N.W. WASHINGTON, D.C. 20037 TELEPHONE: (202) 828-0850 ------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) Copy to: TREVOR S. NORWITZ WACHTELL, LIPTON, ROSEN & KATZ 51 WEST 52ND STREET NEW YORK, NEW YORK 10019 TELEPHONE: (212) 403-1000 [ ] 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: [ ] 2 of 5 This Amendment No. 3 (this "Amendment") amends and supplements the Tender Offer Statement on Schedule TO filed by Danaher Corporation, a Delaware corporation ("Danaher"), and King DC Acquisition Corp., a New York corporation and a wholly owned subsidiary of Danaher ("Purchaser"), on May 12, 2000 (the "Schedule TO"), relating to the offer by Purchaser to purchase all outstanding shares of Common Stock, par value $2.50 per share, including associated preferred share purchase rights (collectively, the "Shares"), of Kollmorgen Corporation, a New York corporation ("Kollmorgen"), at a purchase price of $23.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase ("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 June 9, 2000, the Offer was extended through 5:30 p.m., Eastern time, on Wednesday, June 14, 2000. Accordingly, the term "Expiration Date" means 5:30 p.m., Eastern time, on Wednesday, June 14, 2000, 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 8,515,541 Shares as of 12:00 midnight on June 9, 2000 (excluding 1,258,935 Shares listed on notices of guaranteed delivery received by the Depository), representing approximately 82.2% of the outstanding Shares. Danaher expects that all of the shares for which notices of guaranteed delivery have been received will be delivered and therefore (assuming duplicative notices of guaranteed delivery were not received with respect to the same shares) that the Offer will expire with over 90% of the Shares tendered at 5:30 p.m., Eastern time, on Wednesday, June 14, 2000. On June 12, 2000, Danaher issued a press release announcing the extension of the Offer as described above, a copy of which is filed as Exhibit (a)(9) 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)(9) Text of Press Release issued by Danaher on June 12, 2000. 3 of 5 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: June 12, 2000 KING DC ACQUISITION CORP. By: /s/ Daniel L. Comas -------------------------------- Name: Daniel L. Comas Title: Vice President DANAHER CORPORATION By: /s/ Daniel L. Comas -------------------------------- Name: Daniel L. Comas Title: Vice President - Corporate Development 4 of 5 EXHIBIT INDEX *(a)(1) Offer to Purchase, dated May 12, 2000. *(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 and Kollmorgen dated May 4, 2000. *(a)(7) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. *(a)(8) Form of summary advertisement dated May 12, 2000. Text of press release issued by Danaher dated June 12, 2000. (a)(9) Text of press release issued by Danaher dated June 12, 2000. *(d)(1) Agreement and Plan of Merger, dated as of May 4, 2000, between Danaher, the Purchaser and Kollmorgen. *(d)(2) Confidentiality Agreement, dated as of September 13, 1999, between Danaher and Kollmorgen. *(d)(3) Consulting Agreement, dated as of May 4, 2000, between Gideon Argov and Danaher. (g) None. (h) Not applicable. -------- * Previously filed 5 of 5