SC TO-T/A 1 shell.txt =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------- SCHEDULE TO AMENDMENT NO. 4 TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 SYBRON DENTAL SPECIALTIES, INC. (Name of Subject Company) DANAHER CORPORATION SMILE ACQUISITION CORP. (Name of Filing Persons--Offerors) COMMON STOCK, PAR VALUE $0.01 PER SHARE (INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS) (Title of Class of Securities) 871142105 (CUSIP Number of Class of Securities) Daniel L. Comas Executive Vice President and Chief Financial Officer Danaher Corporation 2099 Pennsylvania Avenue, NW 12th Floor Washington, D.C. 20006 (202) 828-0850 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) -Copies to- Trevor S. Norwitz, Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, NY 10019 (212) 403-1000 ----------- CALCULATION OF FILING FEE Transaction Valuation Amount of Filing Fee --------------------------------------------------- 2,046,908,434* $219,019* --------------------------------------------------- --------------------------------------------------- * Estimated for purposes of calculating the amount of the filing fee only. The calculation of the filing fee is described on the cover page to the Schedule TO filed on April 18, 2006. [X] Check the 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: $219,019 Filing Party: Danaher Corporation Form or Registration No.: Schedule TO Date Filed: April 18, 2006 [_] 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: [_] =============================================================================== This Amendment No. 4 amends and supplements the Tender Offer Statement on Schedule TO, as amended, (the "SCHEDULE TO"), originally filed with the Securities and Exchange Commission on April 18, 2006 and as amended and supplemented by Amendment No. 1 on April 21, 2006, Amendment No. 2 on April 26, 2006 and Amendment No. 3 on May 3, 2006, by Danaher Corporation ("DANAHER"), a Delaware corporation, and Smile Acquisition Corp. ("PURCHASER"), a Delaware corporation and an indirect wholly owned subsidiary of Danaher. The Schedule TO relates to the offer by Purchaser to purchase any and all of the outstanding shares of common stock, par value $0.01 per share (the "SHARES"), of Sybron Dental Specialties, Inc., a Delaware corporation ("SYBRON"), for $47.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 18, 2006 (the "OFFER TO PURCHASE"), and in the related Letter of Transmittal. Copies of the Offer to Purchase and the related Letter of Transmittal are filed with the Schedule TO as exhibits (a)(1)(A) and (a)(1)(B), respectively. Capitalized terms used and not defined herein shall have the meanings assigned such terms in the Offer to Purchase and Schedule TO. The Schedule TO, which incorporates by reference the information contained in the Offer to Purchase, is hereby amended and supplemented as follows: On May 5, 2006, an agreement in principle was reached to settle a class action law suit filed on April 24, 2006 by Dolphin Limited Partnership I, L.P. and other parties, in the Superior Court of the State of California, Orange County. The settlement resolves allegations by the plaintiffs against Danaher, Sybron and Sybron's directors, in connection with the tender offer, and includes no admission of wrongdoing. Under the terms of the settlement, the parties have agreed to reduce the termination fees associated with the transaction. In addition, the parties have agreed that Sybron's shareholders rights plan and other contractual restrictions will not be applicable to tender offers offering Sybron's shareholders above $47 in cash by third parties who sign and deliver the same merger agreement that Danaher has signed and comply with certain other conditions. A copy of the Memorandum of Understanding is filed as Exhibit (a)(6)(B) hereto and is incorporated herein by reference. On May 5, 2006, Danaher and Sybron issued a press release announcing the settlement, a copy of which is filed as Exhibit (a)(5)(E) 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)(5)(E) Text of press release issued by Danaher and Sybron dated May 5, 2006. (a)(6)(B) Memorandum of Understanding dated May 5, 2006. 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: May 5, 2006 DANAHER CORPORATION By: /S/ DANIEL L. COMAS -------------------------- Name: Daniel L. Comas Title: Executive Vice President and Chief Financial Officer SMILE ACQUISITION CORP. By: /S/ DANIEL L. COMAS -------------------------- Name: Daniel L. Comas Title: President EXHIBIT INDEX *(a)(1)(A) Offer to Purchase, dated April 18, 2006. *(a)(1)(B) Form of Letter of Transmittal. *(a)(1)(C) Form of Notice of Guaranteed Delivery. *(a)(1)(D) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. *(a)(1)(E) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. *(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(2) Not applicable. (a)(3) Not applicable. (a)(4) Not applicable. *(a)(5)(A) Text of press release issued by Danaher dated April 12, 2006. *(a)(5)(B) Form of summary advertisement dated April 18, 2006. *(a)(5)(C) Excerpt from transcript of Danaher's first quarter 2006 earnings call, dated April 20, 2006. *(a)(5)(D) Text of press release issued by Danaher dated May 3, 2006. (a)(5)(E) Text of press release issued by Danaher and Sybron dated May 5, 2006. *(a)(6)(A) Complaint titled Dolphin Limited Partnership I, L.P. et al. v. Sybron Dental Specialties, Inc. et al., filed on April 24, 2006, in the Superior Court of the State of California, County of Orange, Case No. 06CC00082. (a)(6)(B) Memorandum of Understanding, dated May 5, 2006. *(b)(1) Credit Agreement, dated as of April 25, 2006, among Danaher Corporation and Bank of America, N.A., et al. *(b)(2) Commitment letter with respect to a US$700,000,000 364 Day Revolving Credit Facility for Danaher Corporation, dated April 11, 2006, by UBS Loan Finance LLC. *(d)(1) Agreement and Plan of Merger, dated as of April 12, 2006, between Danaher, the Purchaser and Sybron. *(d)(2) Confidentiality Agreement, dated as of March 13, 2006, between Danaher and Sybron. (g) None. (h) Not applicable. ------------------------ * Previously filed.