-----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, SOtpEHUw13txicR/aEwBhx274OHk8z13ejHNa4thUK5iDftkVLQw8QVytKLV3+lj guRVlSIJHbii/MbtG86kcA== 0000898822-00-000145.txt : 20000324 0000898822-00-000145.hdr.sgml : 20000324 ACCESSION NUMBER: 0000898822-00-000145 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000323 GROUP MEMBERS: ALPHA ACQUISITION I CORP. GROUP MEMBERS: DANAHER CORP /DE/ SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN PRECISION INDUSTRIES INC CENTRAL INDEX KEY: 0000005657 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED PLATE WORK (BOILER SHOPS) [3443] IRS NUMBER: 161284388 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-30742 FILM NUMBER: 576300 BUSINESS ADDRESS: STREET 1: 2777 WALDEN AVE CITY: BUFFALO STATE: NY ZIP: 14225 BUSINESS PHONE: 7166849700 MAIL ADDRESS: STREET 1: 2777 WALDEN AVENUE CITY: BUFFALO STATE: NY ZIP: 14225 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 TO-T/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 TO-T/A 1 AMENDMENT NO. 2 =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------------------------------- SCHEDULE TO/A TENDER OFFER STATEMENT UNDER SECTION 14(D)1 OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 2 -- FINAL AMENDMENT AMERICAN PRECISION INDUSTRIES INC. ------------------------------------------------------------------ (Name of Subject Company) ALPHA ACQUISITION I CORP. DANAHER CORPORATION ------------------------------------------------------------------ (Name of Filing Person - Offeror) COMMON STOCK, PAR VALUE $0.66 2/3 PER SHARE ------------------------------------------------------------------ (Title of Class of Securities) 029069 10 1 ------------------------------------------------------------------ (CUSIP Number of Class of Securities) PATRICK W. ALLENDER EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER DANAHER CORPORATION 1250 24TH STREET, N.W. WASHINGTON, D.C. 20037 TELEPHONE: (202) 828-0850 ------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) Copy to: TREVOR S. NORWITZ WACHTELL, LIPTON, ROSEN & KATZ 51 WEST 52ND STREET NEW YORK, NEW YORK 10019 TELEPHONE: (212) 403-1000 ============================================================================== Page 1 of 4 This Amendment No. 2 (this "Amendment"), the final amendment, amends and supplements the Tender Offer Statement on Schedule TO filed by Danaher Corporation, a Delaware corporation ("Danaher") and Alpha Acquistion I Corp., a Delaware corporation and a wholly owned subsidiary of Danaher ("Purchaser"), on February 24, 2000 (the "Schedule TO"), relating to the offer by Purchaser to purchase all outstanding shares of Common Stock, par value $0.66 2/3 per share (the "Shares"), of American Precision Industries Inc., a Delaware corporation ("API"), at a purchase price of $19.25 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase ("Offer to Purchase") and in the related Letter of Transmittal, copies of which are attached as Exhibits (a)(1) and (a)(2) to the Schedule TO. ITEMS 1 THROUGH 9 AND 11 Items 1 through 9 and 11 of the Schedule TO, which incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by adding thereto the following: The Offer expired at 12:00 midnight, New York City time, on Wednesday, March 22, 2000. Pursuant to the Offer, based upon a preliminary report from the Depositary, the Purchaser accepted for payment 6,710,977 Shares, representing approximately 97% of the outstanding Shares (including Shares tendered pursuant to guaranteed delivery), along with 1,236,337 Series B Preferred Shares. On March 23, 2000, Danaher issued a press release announcing the closing of the tender offer and its intention to acquire the remaining Shares through a cash merger, expected to be completed shortly. The full text of Danaher's March 23, 2000 press release is attached as Exhibit (a)(9) hereto and incorporated herein by reference. ITEM 12 EXHIBITS Item 12 of the Schedule TO is hereby amended by adding thereto the following: (a)(9) Text of Press Release issued by Danaher on March 23, 2000. Page 2 of 4 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: March 23, 2000 ALPHA ACQUISITION I CORP. By: /s/ Daniel L. Comas -------------------------------------- Name: Daniel L. Comas Title: Vice President DANAHER CORPORATION By: /s/ Daniel L. Comas -------------------------------------- Name: Daniel L. Comas Title: Vice President -- Corporate Development Page 3 of 4 EX-99.(A)(9) 2 EXHIBIT (A)(9) EXHIBIT (a)(9) DANAHER CORPORATION 1250 24th Street, N.W. Suite 800 TELEPHONE (202)828-0850 Washington, D.C. 20037 TELECOPIER (202)828-0860 FOR IMMEDIATE RELEASE CONTACT: PATRICK W. ALLENDER CHIEF FINANCIAL OFFICER (202) 828-0850 DANAHER COPORATION COMPLETES TENDER OFFER FOR AMERICAN PRECISION INDUSTRIES - -------------------------------------------------------------------------------- Washington, D.C., March 23, 2000 - Danaher Corporation (NYSE:DHR) announced today that it has completed its tender offer for all outstanding shares of American Precision Industries (NYSE:APR) common stock, at a price of $19.25 per share. The tender offer expired at 12:00 midnight, New York City time, on March 22, 2000. Danaher Corporation has been advised by the depositary for the tender offer that as of the expiration of the tender offer 6,710,977 American Precision Industries shares, representing approximately 97% of the outstanding shares, had been validly tendered and not withdrawn pursuant to the offer (including shares tendered pursuant to the procedures for guaranteed delivery). As previously announced, Danaher Corporation plans to acquire the remaining American Precision Industries shares at $19.25 per share through a cash merger, expected to be completed shortly. American Precision Industries Inc. is a multi-domestic producer of products for the motion control and heat transfer industries. (www.apicorporate.com) Danaher Corporation is a leading manufacturer of Process/Environmental Controls and Tools and Components. (www.danaher.com) # # # Page 4 of 4 -----END PRIVACY-ENHANCED MESSAGE-----