-----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, Efi11A4l4aInCtLHYVAOkc+PqIMl+BLoq0ZKSM3FwJw59ofj7nJ7wH0lux505NwG iHmGrecDdsAlsotA4XAUzQ== 0000950136-96-000146.txt : 19960404 0000950136-96-000146.hdr.sgml : 19960404 ACCESSION NUMBER: 0000950136-96-000146 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960403 SROS: NYSE GROUP MEMBERS: DANAHER CORP /DE/ GROUP MEMBERS: WEC ACQUISITION CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACME CLEVELAND CORP /OH/ CENTRAL INDEX KEY: 0000869676 STANDARD INDUSTRIAL CLASSIFICATION: MACHINE TOOLS, METAL CUTTING TYPES [3541] IRS NUMBER: 341662809 STATE OF INCORPORATION: OH FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43378 FILM NUMBER: 96544209 BUSINESS ADDRESS: STREET 1: 30100 CHAGRIN BLVD STREET 2: STE 100 CITY: PEPPER PIKE STATE: OH ZIP: 44124-5705 BUSINESS PHONE: 2164325400 FORMER COMPANY: FORMER CONFORMED NAME: ACME CLEVELAND HOLDING COMPANY DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DANAHER CORP /DE/ CENTRAL INDEX KEY: 0000313616 STANDARD INDUSTRIAL CLASSIFICATION: AIR COND & WARM AIR HEATING EQUIP & COMM & INDL REFRIG EQUIP [3585] 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 AMENDED SCHEDULE 14D-1 - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ SCHEDULE 14D-1 (Amendment No. 4) TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------ ACME-CLEVELAND CORPORATION (Name of Subject Company) WEC ACQUISITION CORPORATION DANAHER CORPORATION (Bidders) COMMON SHARES, PAR VALUE $1 PER SHARE (INCLUDING THE ASSOCIATED RIGHTS) SERIES A CONVERTIBLE PREFERRED SHARES, WITHOUT PAR VALUE (Title of Class of Securities) 004626107 (CUSIP Number of Class of Securities) ------------ PATRICK W. ALLENDER WEC ACQUISITION CORPORATION C/O DANAHER CORPORATION 1250 24TH STREET, N.W., SUITE 800 WASHINGTON, D.C. 20037 TELEPHONE: (202) 828-0850 (Name, address and telephone number of person authorized to receive notices and communications on behalf of Bidders) ------------ Copy to: MORRIS J. KRAMER, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM 919 THIRD AVENUE NEW YORK, N.Y. 10022 TELEPHONE: (212) 735-3000 CALCULATION OF FILING FEE ===============================================================================
TRANSACTION AMOUNT OF VALUATION* FILING FEE - ------------------------------------------------------------------------------- $181,920,222 $36,384.04
=============================================================================== * For purposes of calculating fee only. This amount assumes the purchase at a purchase price of $27 per Share of an aggregate of 6,737,786 Shares, consisting of 6,411,578 Common Shares, 161,374 Preferred Shares and 469,834 Shares issuable upon conversion of Options (less 305,000 shares owned by Parent or any of its affiliates). The amount of the filing fee, calculated in accordance with Regulation 240.0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50th of one percentum of the value of Shares purchased. [X] Check 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: $36,384.04 Filing Party: WEC Acquisition Corporation Danaher Corporation Form or Registration No.: Schedule 14D-1 Date Filed: March 7, 1996 Tender Offer Statement ================================================================================ WEC Acquisition Corporation (the "Purchaser"), a Delaware corporation and a wholly owned subsidiary of Danaher Corporation, a Delaware corporation ("Parent"), and Parent hereby amend and supplement their Tender Offer Statement on Schedule 14D-1, as heretofore amended (the "Schedule 14D-1"), relating to the Purchaser's offer to purchase all outstanding common shares, par value $1 per share (including the associated rights), and all outstanding Series A Convertible Preferred Shares, without par value (collectively, the "Shares"), of Acme-Cleveland Corporation, an Ohio corporation (the "Company"). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Schedule 14D-1 or the Offer to Purchase filed as an exhibit thereto. Item 2. Identity and Background. On March 19, 1996, Parent announced that Steven E. Simms was appointed as Group Executive, Corporate Vice President of Parent and President of The Professional Tool Division of Parent. Since 1986, Mr. Simms has been employed by the Black and Decker Corporation where he most recently served as President - -- Worldwide Accessories Business and Group Vice President. Mr. Simms' business address is 1250 24th Street, N.W., Suite 800, Washington, D.C. 20037. Mr. Simms is 40 years old and is a United States citizen. Item 10. Additional Information. On April 3, 1996, Parent announced that it had extended its Offer until 5:00 p.m., New York City time, on April 25, 1996, unless further extended. The Offer was originally scheduled to expire at 12:00 midnight, New York City time, on April 3, 1996. The information set forth in Exhibit (g)(4) is incorporated herein by reference. Item 11. Material to be Filed as Exhibits. (g)(4) Press Release, dated April 3, 1996. 2 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: April 3, 1996 WEC ACQUISITION CORPORATION By: /s/ C. Scott Brannan ----------------------------------- Name: C. Scott Brannan Title: Vice President Administration and Controller DANAHER CORPORATION By: /s/ C. Scott Brannan ----------------------------------- Name: C. Scott Brannan Title: Vice President and Secretary 3 EXHIBIT INDEX
EXHIBIT PAGE NUMBER EXHIBIT NAME NUMBER - ----------- ------------------------------------------------------------------------------------ ---------- (g)(4) Press Release, dated April 3, 1996.
EX-99.(G)(4) 2 PRESS RELEASE Contact: Patrick Allender Chief Financial Officer (202) 828-0850 DANAHER EXTENDS TENDER OFFER FOR ACME-CLEVELAND SHARES WASHINGTON, D.C., April 3, 1996 -- Danaher Corporation (NYSE:DHR) announced today that it has extended its $27 cash tender offer for all outstanding shares of Acme-Cleveland Corporation (NYSE:AMT) until 5:00 p.m., New York City time, on April 25, 1996, unless further extended. The offer, which is being made by a wholly owned subsidiary of Danaher, was originally scheduled to expire at 12:00 midnight, New York City time, on April 3, 1996. Danaher also stated that, as a result of Acme's recent adoption of a shareholder rights plan, Danaher's offer is now conditioned, among other things, upon the redemption of the rights issued pursuant to such plan or Danaher being satisfied, in its sole discretion, that the rights have been invalidated or are otherwise inapplicable to the offer and the proposed merger. A total of approximately 44,000 Acme shares have been tendered as of yesterday. -----END PRIVACY-ENHANCED MESSAGE-----