-----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, U1exttI6kfbaNSmFcV213EtFklcXNFb/yEWmzq/Z64QSp6Ev7PBDcksYOCdYSteL zjN7tFmetCcxVSkTgu8o2A== 0000950136-96-000414.txt : 19960531 0000950136-96-000414.hdr.sgml : 19960531 ACCESSION NUMBER: 0000950136-96-000414 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960530 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: 96574662 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. 9) 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 percent 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 3. Past Contacts, Transactions or Negotiations with the Subject Company. The information set forth in Exhibits (g)(11) and (g)(12) is incorporated herein by reference. Item 10. Additional Information. The information set forth in Exhibits (g)(11) and (g)(12) is incorporated herein by reference. Item 11. Material to be Filed as Exhibits. (g)(11) Letter dated May 24, 1996, from Parent to the Company. (g)(12) Press Release, dated May 30, 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: May 30, 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)(11) Letter, dated May 24, 1996, from Parent to the Company. (g)(12) Press Release, dated May 30, 1996.
EX-99.(G)(11) 2 LETTER May 24, 1996 The Board of Directors Acme-Cleveland Corporation 30100 Chagrin Boulevard, Suite 100 Pepper Pike, Ohio 44124-5705 Attention: Mr. David L. Swift Chairman and Chief Executive Officer Gentlemen: We are pleased to inform you that we are prepared to offer to acquire Acme- Cleveland Corporation at a price of $29 per outstanding share of common and preferred stock. Our proposal is conditioned on the execution of a mutually satisfactory acquisition agreement, approval under relevant provisions of Ohio law and the inapplicability of your shareholders rights plan. Our proposal is not subject to financing or to further due diligence. We believe that this represents a full and fair price and reflects, among other things, our due diligence review of Acme-Cleveland and our discussions with your investments bankers. It has been over two months since you announced that you were actively exploring strategic alternatives to optimize shareholder value. We believe that this has been more than enough time and are disappointed by the lack of a plan to conclude the process. Accordingly, our proposal will expire at 9:00 a.m., New York time, on Tuesday, May 28, 1996 unless you accept it prior to such time. If you do not accept our proposal by such time, we intend to seek to call a special meeting of shareholders for the purpose of replacing the Acme-Cleveland board of directors. If our nominees are elected, we intend to propose and seek to consummate the acquisition of Acme-Cleveland, in connection with our $27 per share tender offer. This price would reflect both the expenses of running a proxy contest and the distracting influence of this prolonged process on the company's operations. We would prefer not taking such a drastic step and would not be taking it were it not for the length of time that this process has taken and our belief that, without action on our part, the process might continue indefinitely, which we believe would not be in the best interest of shareholders, employees, customers and suppliers. We and our advisers are ready to meet with you and your advisers at any time to discuss our offer and to answer any questions that you may have. Our objective continues to be to conclude promptly a transaction that is supported by the Acme-Cleveland Board of Directors. Sincerely, /s/ George M. Sherman George M. Sherman President and CEO EX-99.(G)(12) 3 PRESS RELEASE, DATED MAY 30, 1996 DANAHER CORPORATION 1250 24TH STREET N.W. SUITE 800 WASHINGTON, D.C. 20037 TELEPHONE (202) 828-0850 TELECOPIER (202) 828-0860 FOR IMMEDIATE RELEASE CONTACT: Patrick Allender Chief Financial Officer (202) 828-0850 DANAHER AND ACME-CLEVELAND DISCUSS A $30 PER SHARE TRANSACTION WASHINGTON, D.C. May 30, 1996-Danaher Corporation (NYSE-DHR) announced that it has sent a letter to Acme-Cleveland Corporation (NYSE-AMT) in which it said that it was prepared to increase its offer to acquire Acme-Cleveland at $29 a share. Both parties are now discussing a transaction at $30 per share. There can be no assurances that agreement will be reached or that a transaction will be consummated. On March 7, 1996, Danaher commenced a $27 per share tender offer for all outstanding Acme-Cleveland shares. The offer is scheduled to expire at 5:00 p.m. New York City time, on June 5, 1996, unless extended. Danaher has not made any changes to the terms of its tender offer. Danaher Corporation is a leading manufacturer of tools and components and process/environmental controls. -----END PRIVACY-ENHANCED MESSAGE-----