-----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, HWFRsuylanwgiaqZ8kw63zF5CJCKVZEFEX4wZCJZPo50MlMNCTZcPxzNem2d89bV p7XWX+2Bp2DGxMlKLamkgg== 0000950172-97-000647.txt : 19970714 0000950172-97-000647.hdr.sgml : 19970714 ACCESSION NUMBER: 0000950172-97-000647 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970711 SROS: NYSE GROUP MEMBERS: DANAHER CORP /DE/ GROUP MEMBERS: PQR ACQUISITION CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EXIDE ELECTRONICS GROUP INC CENTRAL INDEX KEY: 0000772372 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] IRS NUMBER: 232231834 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40685 FILM NUMBER: 97639419 BUSINESS ADDRESS: STREET 1: 8609 SIX FORKS ROAD STREET 2: FORUM II CITY: RALEIGH STATE: NC ZIP: 27615 BUSINESS PHONE: 9198723020 MAIL ADDRESS: STREET 1: 8609 SIX FORKS ROAD STREET 2: FORUM III CITY: RALEIGH STATE: NC ZIP: 27615 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DANAHER CORP /DE/ CENTRAL INDEX KEY: 0000313616 STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420] 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 SCHEDULE 14D1 AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ Schedule 14D-1 (Amendment No. 1) Tender Offer Statement pursuant to Section 14(D)(1) of the Securities Exchange Act of 1934 ------------ Exide Electronics Group, Inc. (Name of Subject Company) PQR Acquisition Corporation Danaher Corporation (Bidders) Common Stock, par value $.01 per share (including the associated rights) (Title of Class of Securities) 302052 6 10 5 (CUSIP Number of Class of Securities) Series G Convertible Preferred Stock, par value $.01 per share (Title of Class of Securities) Not Available (CUSIP Number of Class of Securities) Warrants to Purchase Shares of Common Stock (Title of Class of Securities) 302052 6 11 3 (CUSIP Number of Class of Securities) ------------ Patrick W. Allender PQR Acquisition Corporation c/o Danaher Corporation 1250 24th Street, N.W., Suite 8000 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 LLP 919 Third Avenue New York, N.Y. 10022 Telephone: (212) 735-3000 PQR Acquisition Corporation, 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 (the "Schedule 14D-1"), relating to the Purchaser's offer to purchase all outstanding shares of common stock, par value $.01 per share (including the associated rights), all outstanding shares of Series G Convertible Preferred Stock, par value $.01 per share, and all outstanding warrants to purchase shares of Common Stock at $13.475 per share of Common Stock, of Exide Electronics Group, Inc., a Delaware corporation. 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 11. Material to be Filed as Exhibits. (a)(9) Press release issued by Parent on July 11, 1997 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: July 11, 1997 PQR ACQUISITION CORPORATION By: /s/ Patrick W. Allender ------------------------------ Name: Patrick W. Allender Title: Vice President and Treasurer DANAHER CORPORATION By: /s/ Patrick W. Allender ------------------------------ Name: Patrick W. Allender Title: Senior Vice President, Chief Financial Officer and Secretary Exhibit Index Exhibit Page Number Exhibit Name Number ------- ------------ ------ (a)(9) Press release issued by Parent on July 11, 1997 EX-99 2 EXHIBIT (A)(9) FOR IMMEDIATE RELEASE CONTACT: Patrick W. Allender Chief Financial Officer (202) 828-0850 DANAHER CORPORATION COMMENCES $20 PER SHARE TENDER OFFER FOR EXIDE ELECTRONICS GROUP, INC. _________________________________________________________________ WASHINGTON, D.C., July 11, 1997 - Danaher Corporation (NYSE: DHR) announced that it commenced yesterday its previously reported cash tender offer for all outstanding Exide Electronics Group, Inc. (NASDAQ: XUPS) equity securities (common shares, preferred shares and warrants) at a price equivalent to $20 per common share. The offer is conditioned on, among other things, (i) the tender of a majority of the outstanding shares on a fully diluted basis, (ii) the redemption or inapplicability of Exide's Rights Plan and (iii) the approval of the acquisition for purposes of Section 203 of the Delaware General Corporation Law or the inapplicability of such section. The offer is to be followed by a merger or similar transaction at the same cash price. The offer is not conditioned on financing. Headquartered in Raleigh, N.C., Exide Electronics provides Strategic Power Management(TM) solutions to a broad range of businesses and institutions worldwide. Exide Electronics' products are used for networking, financial, medical, industrial, voice and data communications, military and aerospace applications -- wherever continuous power is essential to daily operations. Danaher Corporation is a leading manufacturer of Tools and Components and Process/Environmental Controls. (http://www.danaher.com) ### -----END PRIVACY-ENHANCED MESSAGE-----