-----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, Vjf6HY3QmxOsThpy1qOVcjz0ktm/WeUU8e7dNFYy+xWlUSiH/K4YWJJAKrMUYT4z hHimUgSXovBJjitTS95fwg== /in/edgar/work/20000612/0000898822-00-000374/0000898822-00-000374.txt : 20000919 0000898822-00-000374.hdr.sgml : 20000919 ACCESSION NUMBER: 0000898822-00-000374 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000612 GROUP MEMBERS: DANAHER CORP /DE/ GROUP MEMBERS: KING DC ACQUISITION CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KOLLMORGEN CORP CENTRAL INDEX KEY: 0000056583 STANDARD INDUSTRIAL CLASSIFICATION: [3621 ] IRS NUMBER: 042151861 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-33630 FILM NUMBER: 652994 BUSINESS ADDRESS: STREET 1: RESERVOIR PL STREET 2: 1601 TRAPELO RD CITY: WALTHAM STATE: MA ZIP: 02154 BUSINESS PHONE: 7818905655 MAIL ADDRESS: STREET 1: RESERVOIR PLACE STREET 2: 1601 TRAPELO ROAD CITY: WALTHAM STATE: MA ZIP: 02154 FORMER COMPANY: FORMER CONFORMED NAME: KOLLMORGEN OPTICAL CORP DATE OF NAME CHANGE: 19670928 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DANAHER CORP /DE/ CENTRAL INDEX KEY: 0000313616 STANDARD INDUSTRIAL CLASSIFICATION: [3420 ] 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 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 EX-99 2 0002.txt EXHIBIT (A)(9) - PRESS RELEASE EXHIBIT (a)(9) DANAHER CORPORATION 1250 24th Street, N.W. Suite 800 TELEPHONE (202) 828-0850 Washington, D.C. 20037 TELECOPIER (202) 828-0860 FOR IMMEDIATE RELEASE CONTACT: PATRICK W. ALLENDER EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER (202) 828-0850 DANAHER EXTENDS TENDER OFFER FOR KOLLMORGEN CORPORATION THROUGH JUNE 14, 2000 FOR RELEASE MONDAY, JUNE 12, 2000 - --------------------------------- WASHINGTON, D.C. - Danaher Corporation (NYSE: DHR) announced today that it is extending its tender offer for all outstanding shares of common stock of Kollmorgen Corporation (NYSE: KOL) and associated preferred share purchased rights from the prior expiration date of midnight on Friday, June 9, 2000, to 5:30 p.m. on Wednesday, June 14, 2000. Accordingly, the tender offer and withdrawal rights will expire at 5:30 p.m., Eastern time, on June 14, 2000, unless Danaher further extends the tender offer. According to a preliminary count by the depositary for the offer, 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 depositary), representing approximately 82.2 % of the shares of Kollmorgen common stock currently outstanding. Danaher is extending the offer so that more than 90 percent of the shares of Kollmorgen 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 New York law for a merger with a 90 percent-owned subsidiary. Kollmorgen Corporation is one of the major worldwide manufacturers of high performance electronic motion control products and systems. (www.kollmorgen.com) Danaher Corporation is a leading manufacturer of Process/Environmental Controls and Tools and Components. (www.danaher.com) All stockholders should read the tender offer statements concerning the tender offer that were filed by Danaher, and the solicitation/recommendation statements that were filed by Kollmorgen, with the Securities and Exchange Commission (SEC) and mailed to stockholders and any related amendments thereto filed with the SEC. (more) 2 These statements contain important information that stockholders should consider before making any decision regarding tendering their shares. Stockholders are able to obtain these statements and amendments thereto, as well as other filings containing information about Danaher and Kollmorgen, without charge, at the SEC's internet site (www.sec.gov). Copies of the tender offer and the solicitation/recommendation statements and other SEC filings can also be obtained, without charge, from Danaher's Corporate Secretary. This release contains some forward-looking statements. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our 10-Q, 8-K and 10-K reports to the SEC. Contact: Patrick W. Allender, Executive Vice President and Chief Financial Officer, 202-828-0850. # # # -----END PRIVACY-ENHANCED MESSAGE-----