-----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, QdKB63X+ssbw4JQUG1jH0eew0+mWunS9o7BJL8go/9laePx8kdjzkLKjsIn/QKKW CZBd5lzzEd6a0sauUbvvCQ== 0000898822-06-000602.txt : 20060516 0000898822-06-000602.hdr.sgml : 20060516 20060516091402 ACCESSION NUMBER: 0000898822-06-000602 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060516 DATE AS OF CHANGE: 20060516 GROUP MEMBERS: SMILE ACQUISITION CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SYBRON DENTAL SPECIALTIES INC CENTRAL INDEX KEY: 0001121302 STANDARD INDUSTRIAL CLASSIFICATION: DENTAL EQUIPMENT & SUPPLIES [3843] IRS NUMBER: 330920985 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60091 FILM NUMBER: 06844147 BUSINESS ADDRESS: STREET 1: 1717 WEST COLLINS AVENUE CITY: ORANGE STATE: CA ZIP: 92867 BUSINESS PHONE: 7145167400 MAIL ADDRESS: STREET 1: SYBRON DENTAL SPECIALTIES, INC. STREET 2: 1717 WEST COLLINS AVENUE CITY: ORANGE STATE: CA ZIP: 92867 FORMER COMPANY: FORMER CONFORMED NAME: SDS HOLDING CO DATE OF NAME CHANGE: 20000807 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: 2099 PENNSYLVANIA AVE N.W., 12TH FLOOR CITY: WASHINGTON STATE: DC ZIP: 20006 BUSINESS PHONE: 2028280850 MAIL ADDRESS: STREET 1: 2099 PENNSYLVANIA AVE. N.W., 12TH FLOOR CITY: WASHINGTON STATE: DC ZIP: 20006 FORMER COMPANY: FORMER CONFORMED NAME: DMG INC DATE OF NAME CHANGE: 19850221 SC TO-T/A 1 amend6.txt ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------- SCHEDULE TO AMENDMENT NO. 6 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. 6 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, Amendment No. 3 on May 3, 2006, Amendment No. 4 on May 8, 2006 and Amendment No. 5 on May 11, 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: The Offer expired at 12:00 Midnight, New York City time, on Monday, May 15, 2006. According to Computershare Trust Company, N.A., the depositary for the Offer, as of 12:00 Midnight, New York City time, March 15, 2006, approximately 34,044,814 Shares were tendered pursuant to the Offer and not withdrawn, including 3,204,796 Shares tendered by notice of guaranteed delivery, which represents approximately 83.95% of all outstanding Shares. Purchaser has accepted such tendered Shares for payment pursuant to the terms of the Offer. Payment for Shares accepted for payment is expected to be made promptly. On May 16, 2006, Danaher and Sybron announced in a press release that Purchaser has commenced a subsequent offering period for all remaining untendered Shares expiring at 12:00 Midnight, New York City time, on Thursday, May 18, 2006, unless further extended. Purchaser will immediately accept all Shares properly tendered during the subsequent offering period and will pay the tendering stockholders promptly after acceptance. Shares tendered during the subsequent offering period may not be withdrawn. Danaher and Purchaser reserve the right to extend the subsequent offering period in accordance with applicable law. The full text of the press release issued by Danaher and Sybron is attached hereto as Exhibit (a)(5)(G) 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)(G) Text of press release issued by Danaher and Sybron dated May 16, 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 16, 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)(5)(F) Text of press release issued by Danaher dated May 11, 2006. (a)(5)(G) Text of press release issued by Danaher and Sybron dated May 16, 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. *(b)(3) Commercial Paper Dealer Agreement between Danaher Corporation, as Issuer, and Goldman, Sachs & Co., as Dealer, dated May 5, 2006 (filed as Exhibit 10.1 to the Form 8-K filed by Danaher with the SEC on May 11, 2006 and incorporated herein by reference). *(b)(4) Commercial Paper Issuing and Paying Agent Agreement by and between Danaher Corporation and Deutsche Bank Trust Company Americas, dated May 5, 2006 (filed as Exhibit 10.2 to the Form 8-K filed by Danaher with the SEC on May 11, 2006 and incorporated herein by reference). *(b)(5) Dealer Agreement between Danaher European Finance S.A., as Issuer, Danaher Corporation, as Guarantor, and Lehman Brothers International (Europe), as Dealer and Arranger, dated May 8, 2006 (filed as Exhibit 10.3 to the Form 8-K filed by Danaher with the SEC on May 11, 2006 and incorporated herein by reference). *(b)(6) Issuing and Paying Agency Agreement among Danaher European Finance S.A., Danaher Corporation and Deutsche Bank AG, London Branch dated May 8, 2006 (filed as Exhibit 10.4 to the Form 8-K filed by Danaher with the SEC on May 11, 2006 and incorporated herein by reference). *(b)(7) Credit Agreement, dated as of May 9, 2006, among the lenders referred to therein, UBS Securities LLC, as Syndication Agent, Documentation Agent, Lead Arranger and Book Manager, and UBS AG, Stamford Branch, as Administrative Agent (filed as Exhibit 10.5 to the Form 8-K filed by Danaher with the SEC on May 11, 2006 and incorporated herein by reference). *(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. EX-99 2 press.txt EXHIBIT (A)(5)(G) Exhibit (a)(5)(G) DANAHER CORPORATION SUCCESSFULLY ACQUIRES APPROXIMATELY 83.95% OF SYBRON DENTAL SPECIALTIES, INC.'S SHARES Washington, D.C. and Newport Beach, CA, May 16, 2006 - Danaher Corporation (NYSE: DHR) and Sybron Dental Specialties, Inc. (NYSE: SYD) jointly announced today that Smile Acquisition Corp., an indirect wholly owned subsidiary of Danaher Corporation, has successfully purchased all of the shares tendered and not withdrawn pursuant to its tender offer for all of the outstanding shares of Sybron Dental Specialties, Inc. common stock at $47.00 per share, net to the seller in cash without interest. The tender offer and withdrawal rights expired at Midnight, New York City time, on May 15, 2006. According to the depositary for the offer, a total of 34,044,814 shares of common stock of Sybron were tendered and not withdrawn prior to the expiration of the offer, including 3,204,796 shares subject to guaranteed delivery. Stockholders who validly tendered prior to the expiration of the offer and whose shares were not properly withdrawn will promptly receive the offer price of $47.00 per share, net to the seller in cash without interest. As a result of these purchases in the tender offer, Danaher, through Smile, now owns approximately 83.95% of the outstanding shares of Sybron common stock. Danaher also announced that Smile will provide a subsequent offering period which will expire at Midnight, New York City time on Thursday, May 18, 2006, unless extended. During this subsequent offering period, holders of shares of Sybron common stock who did not previously tender their shares into the offer may do so and Smile will promptly purchase any shares so tendered at $47.00 per share, net to the seller in cash without interest. No shares tendered in the tender offer may be withdrawn during the subsequent offering period. After expiration of the subsequent offering period, Smile will acquire all of the remaining outstanding shares of Sybron common stock by means of a merger under Delaware law. In this merger, Smile will merge with and into Sybron and Sybron will become an indirect wholly owned subsidiary of Danaher. In the merger, each share of Sybron's outstanding common stock will be cancelled and (except for shares held by Danaher, Smile or stockholders properly exercising dissenters' rights) will be converted into the right to receive $47.00 per share, net to the seller in cash without interest. Thereafter, Sybron's common stock will cease to be traded on the NYSE. If Danaher, through Smile, owns at least 90% of the outstanding shares of Sybron common stock after the subsequent offering period, the merger will be implemented on an expedited basis pursuant to the short-form merger procedure available under Delaware law. Danaher Corporation is a leading manufacturer of Professional Instrumentation, Industrial Technologies, and Tools and Components. (www.danaher.com) Sybron Dental Specialties and its subsidiaries are leading manufacturers of both a broad range of value-added products for the dental profession, including the specialty markets of orthodontics, endodontics and implantology, and a variety of infection prevention products for use by the medical profession. (www.sybrondental.com) Securityholders of Sybron Dental are urged to read the tender offer statement, letter of transmittal and other materials relating to the tender offer, as they contain important information, including the various terms of, and conditions to, the tender offer. Securityholders can obtain a copy of the tender offer statement, letter of transmittal and other related materials free of charge from the SEC's Edgar Database, which can be accessed through the SEC's Internet site (http://www.sec.gov), or from the information agent for the tender offer, MacKenzie Partners, Inc., by calling (800) 322-2885 (call toll-free). We urge Sybron Dental securityholders to carefully read those materials prior to making any decision with respect to the tender offer. Please contact: Andy Wilson Vice President, Investor Relations Danaher Corporation 2099 Pennsylvania Avenue, NW 12th Floor Washington, D.C. 20006 Telephone: (202) 828-0850 Fax: (202) 828-0860 -----END PRIVACY-ENHANCED MESSAGE-----