Control Share Meeting
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to SectionPROXY STATEMENT PURSUANT TO SECTION 14(A) of the Securities Exchange Act ofOF THE SECURITIES
EXCHANGE ACT OF 1934 (Amendment No. )
Filed by the Registrant [ ][X]
Filed by a Party other than the Registrant [X][_]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ][_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED
BY RULE 14a-6(e)(2))
[_] Definitive Proxy Statement
[ ][_] Definitive Additional Materials
[ ][_] Soliciting Material Pursuant to Section (S)240.14a-11(c) or Section (S)240.14a-12
Acme-Cleveland CorporationDANAHER CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in itsIts Charter)
Danaher Corporation
WEC Acquisition Corporation- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
--------------------Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
Common Shares, par value $1 per share ("Common Shares"), and Series A
Convertible Preferred Shares, without par value (the "Preferred
Shares and, together with the Common Shares, the "Shares")------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
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).------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
As
provided by Rule 0-11(c), the filing fee is based upon 1/50th of 1%
of $27, the amount to be paid per Share, multiplied by 6,737,786
Shares.------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
$181,920,222------------------------------------------------------------------------
(5) Total fee paid:
$36,384.04
[X]------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
$36,384.04-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
Schedule
14D-1-----------------------------------------------------------------------
(3) Filing Party:
WEC Acquisition Corporation and Danaher
Corporation-----------------------------------------------------------------------
(4) Date Filed:
March 8, 1996-----------------------------------------------------------------------
Notes:
Preliminary Materials dated March 8, 1996
------------------------------------
The information included hereinDANAHER CORPORATION
1250 24TH STREET, N.W.
WASHINGTON, D.C. 20037
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 14, 1997
To the Shareholders:
Notice is as it is expected to be
whenhereby given that the definitive proxy statement is mailed
to shareholders1997 Annual Meeting of Acme-Cleveland Corporation.
This proxy statement will be revised to reflect
actual facts at the time of filing of
the definitive proxy statement.
------------------------
Proxy StatementShareholders of
Danaher Corporation, and
WEC Acquisition Corporationa Delaware corporation (the "Company"), will be held at
the ANA Hotel, 2401 M Street, NW, Washington, D.C. 20037, on May 14, 1997 at
3:00 p.m., local time, for the Special Meetingfollowing purposes:
1. To elect three Directors to hold office for a term of Shareholders
Under Section 1701.831three years and
until their successors are elected and qualified.
2. To approve the appointment of Arthur Andersen LLP as the Company's
independent auditors for the year ending December 31, 1997.
3. To approve the performance goals for 1997 incentive compensation to the
Company's executive officers.
4. To approve an option grant to the Company's President and Chief
Executive Officer.
5. To amend the Company's 1987 Stock Option Plan.
6. To consider and act upon such other business as may properly come before
the meeting.
The Board of Directors has fixed the close of business on March 21, 1997 as
the record date for determination of shareholders entitled to notice of and to
vote at the meeting and any adjournment thereof.
Whether or not you expect to be present, please sign, date and return the
enclosed proxy card as promptly as possible in the enclosed stamped envelope,
the postage on which will be valid if mailed in the United States.
By Order of the Ohio Revised CodeBoard of Acme-Cleveland Corporation
To Be Held On April __, 1996Directors
/s/ Patrick W. Allender
-----------------------
Patrick W. Allender
Secretary
March 28, 1997
EVERY SHAREHOLDER'S VOTE IS IMPORTANT. PLEASE MARK, SIGN, DATE AND MAIL THE
ENCLOSED PROXY CARD AT YOUR EARLIEST CONVENIENCE, WHETHER OR NOT YOU PLAN TO
ATTEND THE DANAHER CORPORATION ANNUAL MEETING.
PROXY STATEMENT
DANAHER CORPORATION
1250 24TH STREET, N.W.
WASHINGTON, D.C. 20037
(202) 828-0850
1997 ANNUAL MEETING OF SHAREHOLDERS
MAY 14, 1997
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Danaher Corporation, ("Parent"), a Delaware corporation and by WEC Acquisition Corporation (the
"Purchaser""Company"), a
Delaware corporation and a wholly owned subsidiary of Parent, in connection
with their solicitation of proxies to be used for the purposes described
hereinuse at the Special1997 Annual Meeting of Shareholders
of Acme-Cleveland Corporation, an
Ohio corporation ("the "Company"Annual Meeting"), to be held at the ANA Hotel on April __, 1996,May 14, 1997 at 3:00 p.m.,
local time, and at any and all adjournments or postponements thereof (the "Special Meeting"). Thisthereof. The Company's principal
address is 1250 24th Street, N.W., Washington, D.C. 20037. The date of mailing
of this Proxy Statement and the accompanying BLUE Proxy card are first being sent or given
to shareholdersis on or about March , 1996.28, 1997. The purpose of the
meeting is to elect three directors of the Company; to approve the appointment
of Arthur Andersen LLP as the Company's independent auditors for the current
year; to approve the performance goals for 1997 incentive compensation to the
Company's executive officers; to approve an option grant to the Company's
President and Chief Executive Officer; to amend the Company's 1987 Stock
Option Plan, and to transact such other business as may properly come before
the meeting.
OUTSTANDING STOCK AND VOTING RIGHTS
In accordance with the By-laws of the Company, the Board of Directors has
fixed the close of business on March 21, 1997 as the record date for
determining the Special
Meeting is March __, 1996 (the "Record Date"). The principal executive officesshareholders entitled to notice of, and to vote at, the Annual
Meeting. Only shareholders of record on that date will be entitled to vote. A
shareholder who submits a proxy on the accompanying form has the power to
revoke it by notice of revocation directed to the proxy holders of the Company
are located at 30100 Chagrin Boulevard, Suite 100, Pepper Pike,
Ohio 44124-5705.
Parent andany time before it is voted. A subsequently dated proxy, when filed with
the Purchaser are soliciting proxies to authorize, in
accordance with Section 1701.831 (the "Ohio Control Share Acquisition Law") of
the Ohio Revised Code (the "ORC"), the acquisition by Parent or the Purchaser
(or one or more subsidiaries of Parent) of Common Shares, par value $1 per
share, and Series A Convertible Preferred Shares, without par value
(collectively, the "Shares"),Secretary of the Company, that, when added to all other
Shares in respect of which Parentwill constitute revocation. Proxies will be
voted as specified on the proxy card and, the Purchaser may exercise or direct
voting power in the electionabsence of specific
instructions, will be voted for the proposals described in this Proxy
Statement and in the discretion of the Company's directors, would entitle Parentproxy holders on any other matter which
properly comes before the meeting. A shareholder who has given a proxy may
nevertheless attend the meeting, revoke the proxy and the Purchaservote in person. The
Board of Directors has selected Steven M. Rales and Mitchell P. Rales to exercise a majority or moreact
as proxies with full power of such voting power.
On March 7, 1996, the Purchaser commenced a tender offer to purchase
(the "Offer") allsubstitution.
Solicitation of the outstanding Shares for $27 net per Share in cash upon
the terms and subject to the conditions set forth in an Offer to Purchase
dated March 7, 1996, as the
sameproxies may be amended from time to time (the "Offer to Purchase"),made by mail, personal interview, telephone
and the
related Letter of Transmittal (the "Letter of Transmittal").
As more fully described below under "Ohio Control Share Acquisition
Law," the Ohio Control Share Acquisition Law requires shareholder
authorization to be obtained before any person may acquire any interest in
Shares that would entitle such person directly or indirectly to control 20% or
more of the voting powertelegraph by officers and other management employees of the Company, who
will receive no additional compensation for their services. The total expense
of the solicitation will be borne by the Company and may include reimbursement
paid to brokerage firms and others for their expenses in forwarding material
regarding the electionAnnual Meeting to beneficial owners.
The only outstanding securities of its directors. The
Specialthe Company entitled to vote at the
Annual Meeting are shares of Common Stock. As of the close of business on
March 21, 1997, the record date for determining the shareholders of the
Company has been calledentitled to vote at the Annual Meeting, 58,921,377 shares of the
Common Stock of the Company, $.01 par value ("Company Common Stock"), were
issued and outstanding. Each outstanding share of Company Common Stock
entitles the holder to one vote on all matters brought before the Annual
Meeting. The quorum necessary to conduct business at the Annual Meeting
consists of a majority of the outstanding shares of Company Common Stock as of
the record date.
The election of the directors nominated will require a plurality of the
votes cast in person or by proxy at the Annual Meeting by holders of shares of
the Company's BoardCommon Stock. In the election of Directors pursuantdirectors, each stockholder is
entitled to the Ohio Control Share Acquisition
Lawcast one vote for the purpose ofeach director to be elected; cumulative voting
on the acquisition (the "Acquisition Proposal")
of outstanding Shares by the Purchaser or Parent (or one or more subsidiaries
of Parent) as contemplated by and in accordance with the terms and conditionsis not permitted. Approval of the Offer to Purchase. The Special Meeting is scheduled to be held on April
__, 1996 at a time and place to be announced by the Company in the noticeappointment of the Special Meeting to be sent by the Company to the Company's shareholders.
SHARES WILL NOT BE ACCEPTED FOR PAYMENT PURSUANT TO THE OFFER UNLESS,
AMONG OTHER THINGS, (I) THE ACQUISITION BY THE PURCHASER OF SHARES PURSUANT TO
THE OFFER IS AUTHORIZED BY THE SHAREHOLDERS OF THE COMPANY AT THE SPECIAL
MEETING OR (II) THE PURCHASER, IN ITS SOLE DISCRETION, IS SATISFIED THAT THE
PROVISIONS OF THE OHIO CONTROL SHARE ACQUISITION LAW ARE INVALID OR
INAPPLICABLE TO SUCH ACQUISITION. ACCORDINGLY, IF YOU WANT THE OPPORTUNITY TO
RECEIVE $27 NET PER SHARE IN CASH PURSUANT TO THE OFFER, YOU SHOULD AUTHORIZE
THE ACQUISITION PROPOSAL.
YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND RETURN THE ACCOMPANYING
BLUE PROXY CARD TODAY. IF YOU WANT THE OPPORTUNITY TO RECEIVE $27 NET PER
SHARE IN CASH PURSUANT TO THE OFFER, WE URGE YOU TO SIGN AND MAIL PROMPTLY THE
ENCLOSED PROXY IN FAVOR OF THE ACQUISITION PROPOSAL.
SHAREHOLDER AUTHORIZATION OF THE ACQUISITION PROPOSAL WILL NOT
REQUIRE YOU TO TENDER YOUR SHARES TO THE PURCHASER. CONSUMMATION OF THE OFFER,
HOWEVER, IS CONDITIONED UPON AUTHORIZATION BY SHAREHOLDERS OF THE COMPANY OF
THE ACQUISITION PROPOSAL TO THE EXTENT REQUIRED BY LAW. ACCORDINGLY, IT IS
IMPORTANT THAT SHAREHOLDERS WHO WISH TO TENDER THEIR SHARES TO THE PURCHASER
PURSUANT TO THE OFFER VOTE FOR THE AUTHORIZATION OF THE ACQUISITION PROPOSAL
ON THE ENCLOSED BLUE PROXY CARD.
Tendering Shares pursuant to the Offerauditors will
NOT constitute a vote in
favor of the Acquisition Proposal. Instead you must vote by using the enclosed
BLUE proxy card or by voting in person at the Special Meeting.
If you have any questions about the voting of Shares, the
Offer or the Acquisition Proposal, please call ___________________.
VOTING AT THE SPECIAL MEETING
At the Special Meeting, shareholders will be asked to authorize the
Acquisition Proposal, which requires (i)require the affirmative vote of the holders of a majority of the Shares presentshares of the
Company's Common Stock cast at the SpecialAnnual Meeting in person or by proxy, (ii)proxy.
Approval of the performance goals for 1997 incentive compensation to the
Company's executive officers requires
the affirmative vote of the holders of a majority of such Shares
excluding Shares which are "Interested Shares" (as such term is defined below)
and (iii) the presence of a quorum at the Special Meeting. The Ohio Control
Share Acquisition Law provides that a quorum shall be deemed to be present at
the Special Meeting if at least a majority of the Shares, and a majority of
the Shares excluding those that are "Interested Shares," are represented at
such meeting in person or by proxy.
Shareholders of the Company will be asked (i) to approve a resolutionshares of the
Company's shareholders authorizingCommon Stock present, or represented, and entitled to vote at the
Acquisition Proposalannual meeting.
Abstentions and (ii)"broker non-votes" are counted as present in determining
whether the quorum requirement is satisfied. For purpose of the election of
directors, abstentions and broker non-votes are not considered to confer authority tobe votes
cast and do not affect the proxies named inplurality vote required for elections of directors.
For purposes of the accompanying proxy to initiateappointment of the Company's auditors, abstentions and
votebroker non-votes will not be considered votes cast for a proposal to adjourn the Special Meeting to allowforegoing purposes.
For purposes of approval of the solicitation of additional votes, if necessary, to authorize the Acquisition
Proposal under the Ohio Control Share Acquisition Law (the "Adjournment
Proposal"). Accordingperformance goals for 1997 incentive
compensation to the Company's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1995,executive officers, abstentions are treated as
of January 25, 1996, there were 6,411,578
Common Sharespresent and 161,374 Preferred Shares outstanding, each of which is
entitled to one vote on the Acquisition Proposal (provided that, as described
herein, votes of Shares which are "Interested Shares" may be excluded for
certain purposes) and the Adjournment Proposal.
A VOTE IN FAVOR OF THE ACQUISITION PROPOSAL WILL NOT REQUIRE THAT YOU
TENDER SHARES IN THE OFFER. IT WILL AFFORD SHAREHOLDERS AN OPPORTUNITY TO
DECIDE FOR THEMSELVES WHETHER TO ACCEPT THE OFFER.
Whether or not you plan to attend the Special Meeting, we urge you to
vote FOR authorization of the Acquisition Proposal and FOR the Adjournment
Proposal by so indicating on the accompanying BLUE proxy card and immediately
mailing it in the enclosed envelope. A shareholder may revoke a proxy at any
time before it is voted by delivering a written notice of revocation or a
later dated proxy for the Special Meeting to Acme-Cleveland Corporation,
30100 Chagrin Boulevard, Suite 100, Pepper Pike, Ohio 44124-5705, (please
send a copy of any revocation to Danaher Corporation, c/o
________________________________). Proxies may also be revoked at the Special
Meeting. Attendance at the Special Meeting will not in and of itself revoke a
proxy. Unless revoked in the manner set forth above, proxies in the form
accompanying this Proxy Statement will be voted at the Special Meeting in
accordance with your
instructions. In the absence of such instructions, such proxies will be voted
FOR the Acquisition Proposal and FOR the Adjournment Proposal.
Any abstention from voting on a proxy which has not been revoked will
count as a vote withheld (and thus will have the same practical effect as a
"no" vote), and will be included in computing the number of Shares present for
purposes of determining whether a quorum is present at the Special Meeting. If
a broker indicates on a proxy which has not been revoked that it does not have
discretionary authority as to certain Shares to vote on the Acquisition
Proposal ormatter and have the Adjournment Proposal (a "broker non-vote"), those Shares will
also be considered present for purposes of determining the presenceeffect of a quorum butvote
against the proposal and broker non-votes will not be considered entitled to
vote with respect toand will have no effect on the applicable proposal (and
thus a broker non-vote will also havevote required for approval.
BENEFICIAL OWNERSHIP OF COMPANY COMMON STOCK BY
DIRECTORS, OFFICERS AND PRINCIPAL SHAREHOLDERS
As of March 21, 1997, the same practical effect as a "no" vote
on such proposal).
THE OFFER
On March 7, 1996,beneficial ownership of Company Common Stock by
directors and the Purchaser commenced the Offer. The purposenominees for director, by each of the Offer is to acquire control of, and the entire equity interestexecutive officers
named in the Company. Parent intends, following the completionSummary Compensation Table, by any principal shareholders
beneficially owning more than five percent of the Offer, to effect a
merger or similar business combination between the CompanyCompany's Common Stock and
the Purchaser
or another subsidiary of Parent at the same price per Share to be paid in the
Offer (the "Proposed Merger"), subject to the termsby all present executive officers and conditions described
in the Offer to Purchase. The Offer is subject to certain terms and conditions
described in the Offer to Purchase.
The Schedule 14D-1, which includes the Offer to Purchase and was
filed by the Purchaser and Parent with the Commission on March 7, 1996, and all
amendments thereto may be obtained from the Commission, upon payment of the
Commission's customary charges, by writing to its principal office at 450
Fifth Street, N.W., Judiciary Plaza, Room 1024, Washington, D.C. 20549. Such
material is also available for inspection and copying at the principal office
of the Commission at the address set forth immediately above, at the
Commission's regional offices at Seven World Trade Center, 13th Floor, New
York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661, and at the offices of the New York Stock Exchange, 20
Broad Street, New York, New York 10005. Such material should also be available
on-line through EDGAR.
IF THE ACQUISITION PROPOSAL IS NOT AUTHORIZED BY THE SHAREHOLDERS OF
THE COMPANY AT THE SPECIAL MEETING, THEN SHARES WILL NOT BE ACCEPTED FOR
PAYMENT PURSUANT TO THE OFFER UNLESS THE PURCHASER IS SATISFIED, IN ITS SOLE
DISCRETION, THAT THE PROVISIONS OF THE OHIO CONTROL SHARE ACQUISITION LAW ARE
INVALID
OR INAPPLICABLE TO THE ACQUISITION BY THE PURCHASER OF SHARES
PURSUANT TO THE OFFER.
BY VOTING IN FAVOR OF THE ACQUISITION PROPOSAL, A SHAREHOLDER IS NOT
REQUIRED TO TENDER SHARES IN THE OFFER AND WOULD NOT BE PROHIBITED FROM LATER
VOTING AGAINST ANY OTHER PROPOSED CONTROL SHARE ACQUISITION OR BUSINESS
COMBINATION INVOLVING THE COMPANY, PARENT OR THE PURCHASER. SHAREHOLDER
AUTHORIZATION OF THE ACQUISITION PROPOSAL WOULD SIMPLY GIVE YOU THE
OPPORTUNITY TO SELL YOUR SHARES TO PURCHASER PURSUANT TO THE OFFER.
OHIO CONTROL SHARE ACQUISITION LAW
The Ohio Control Share Acquisition Law provides that unless the
articles of incorporation or the regulations of an issuing public corporation
provide otherwise, any control share acquisition of such corporation shall be
made only with the prior authorization of the shareholders. An "issuing public
corporation" is a corporation organized for profit under the laws of Ohio,
with 50 or more shareholders, that has its principal place of business,
principal executive offices or substantial assets in Ohio, and as to which
there is no close corporation agreement in existence. The Company is an
issuing public corporation, as so defined.
A "control share acquisition" means the acquisition, directly or
indirectly, by any person of shares of an issuing public corporation that,
when added to all other shares of the issuing public corporation in respect of
which such person may exercise or direct the exercise of voting power, would
entitle such person, immediately after such acquisition, directly or
indirectly, alone or with others, to control any of the following ranges of
voting power of such issuing public corporation in the election of directors:
(a) one-fifth or more but less than one-third of such voting power, (b)
one-third or more but less than a majority of such voting power, or (c) a
majority or more of such voting power. An acquisition of shares of an issuing
public corporation, however, does not constitute a control share acquisition
if, among other things, the acquisition is consummated pursuant to a merger or
consolidation effected in compliance with the ORC if the issuing public
corporation is the surviving or new corporation in the merger or consolidation
or is the acquiring corporation in the combination or majority share
acquisition.
Any person who proposes to make a control share acquisition must
deliver an "acquiring person statement" to the issuing public corporation,
which statement shall include: (a) the identity of the acquiring person, (b) a
statement that the acquiring person statement is given pursuant to the Ohio
Control Share Acquisition Law, (c) the number of shares of the issuing
public corporation owned, directly or indirectly, by such acquiring person,
(d) the range of voting power in the election of directors under which the
proposed acquisition would, if consummated, fall (i.e., in excess of 20%, 33
1/3% or 50%), (e) a description of the terms of the proposed acquisition and
(f) representations of the acquiring person that the acquisition will not be
contrary to the law and that such acquiring person has the financial capacity
to make the proposed acquisition (including the facts upon which such
representations are based). The Purchaser and Parent delivered an acquiring
person statement (the "Acquiring Person Statement") to the Company on March 7,
1996.
Within ten days of receipt of a qualifying acquiring person
statement, the directors of the issuing public corporation must callCompany as a special
shareholders meeting to vote on the proposed acquisition. Unless the acquiring
person otherwise agrees, the meeting must be held within 50 days of receipt of
such statement. However, the acquiring person may, and Parent and the
Purchaser did, request in the Inquiring Persons Statement, that the meeting be
held no sooner than 30 days after the receipt of such statement. The Special
Meeting cannot be held later than certain other special meetings of
shareholders called by the issuing public corporation in compliance with the
ORC after receipt of a qualifying acquiring person statement.
The issuing public corporation is required to send a notice of the
special meetinggroup, was
as promptly as reasonably practicable to all shareholders of
record as of the record date set for such meeting, together with a copy of the
acquiring person statement and a statement of the issuing public corporation,
authorized by its directors, of its position or recommendation, or that it is
taking no position, with respect to the proposed control share acquisition.
The acquiring person may make the proposed control share acquisition
only if, (a) at a meeting at which a quorum is present, a majority of the
voting power entitled to vote in the election of directors represented (in
person or by proxy) at such meeting and a majority of such voting power
excluding "interested shares," authorize the control share acquisition and (b)
such acquisition is consummated, in accordance with the terms so authorized,
within 360 days following such authorization. "Interested Shares" is defined
in the ORC to mean shares as to which any of the following may exercise or
direct the exercise of voting power in the election of directors: (i) an
acquiring person, (ii) an officer of the issuing public corporation elected or
appointed by its directors or (iii) any employee of the issuing public
corporation who is also a director of such corporation. "Interested Shares"
also means shares of the issuing public corporation acquired, directly or
indirectly, by any
person or group for valuable consideration during the period beginning with
the date of the first public disclosure of a proposed control share
acquisition of the issuing public corporation or any proposed merger,
consolidation or other transaction which would result in a change in control
of the corporation or all or substantially all of its assets, and ending on
the date of any special meeting of the corporation's shareholders held
thereafter pursuant to the Ohio Control Share Acquisition Law for the purpose
of voting on a control share acquisition proposed by an acquiring person, if
either of the following apply: (i) the aggregate consideration paid or
otherwise given by the person who acquired the shares, and any other persons
acting in concert with such person, for all shares exceeds $250,000 or (ii)
the number of shares acquired by the person who acquired the shares, and any
other persons acting in concert with such person, exceeds 1/2 of 1% of the
outstanding shares of the corporation entitled to vote in the election of
directors (the "Interested Shares" described in this sentence are referred to
herein as "Disqualified Shares"). See "Litigation Concerning Disqualified
Shares" below.
Dissenters' rights are not available to shareholders of an issuing
public corporation in connection with the authorization of a control share
acquisition.
THE FOREGOING SUMMARY DOES NOT PURPORT TO BE A COMPLETE STATEMENT OF
THE PROVISIONS OF THE OHIO CONTROL SHARE ACQUISITION LAW AND THE RELATED
PROVISIONS OF THE ORC. THE FOREGOING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO THE OHIO CONTROL SHARE ACQUISITION LAW AND THE ORC.
LITIGATION CONCERNING DISQUALIFIED SHARES
On March 7, 1996, Parent and the Purchaser commenced an action in the
United States District Court for the Southern District of Ohio, Eastern
Division (the "Ohio Federal District Court"), against the Company, the
Commissioner of Securities of the Ohio Division of Securities and the Director
of Commerce of the Ohio Department of Commerce seeking, among other things,
that the Court declare unconstitutional and enjoin application of certain
provisions of the Ohio Control Share Acquisition Law (a) to the extent they are
sought to be applied to impair the voting rights of the Disqualified Shares, as
such provisions may be applied to the Offer and (b) to the extent they prohibit
the purchase or sale of Shares in interstate commerce. In March, 1995, in
Luxottica Group S.p.A. v. The United States Shoe Corporation, the United States
District Court for the Southern District of Ohio, Eastern Division issued an
order declaring invalid the provisions described in (a) above, as they applied
to Luxottica's tender offer for shares of United States Shoe Corporation.
Parent and the Purchaser believe that such ruling should also be applicable to
the Offer.
OTHER MATTERS
Except as set forth herein, neither Parent nor the Purchaser is aware
of any other substantive matter to be considered at the Special Meeting.
However, if any other matter properly comes before the Special Meeting, the
proxies also confer authority to the persons named in the accompanying proxy
to vote the Shares to which the proxy relates on such matter at their
discretion.
A copy of the Acquiring Person Statement (without attachments)
delivered to the Company by the Purchaser and Parent accompanies this Proxy
Statement. The Acquiring Person Statement and the Offer to Purchase contain
important information and should be read by shareholders before any decision is
made with respect to voting on the Acquisition Proposal.
Only holders of record of Shares as of the close of business on the
Record Date will be entitled to vote. If you are a shareholder of record on
the Record Date, you will retain your voting rights for the Special Meeting
even if you sell such Shares after the Record Date or if you tender such
Shares pursuant to the Offer, whether before or after the Record Date. The
tender of Shares pursuant to the Offer does not constitute the grant to Parent
or the Purchaser of a proxy or any voting rights with respect to the tendered
Shares until such time as such Shares are accepted for payment by the
Purchaser. Accordingly, it is important that you vote the Shares held by you
on the Record Date, or grant a proxy to vote such Shares on the BLUE proxy
card even if you sell such Shares after the Record Date or tender such Shares
pursuant to the Offer.
If any of your Shares are held in the name of a brokerage firm, bank,
bank nominee or other institution on the Record Date, only it can execute a
proxy for such Shares and will do so only upon receipt of your specific
instructions. Accordingly, please contact the person responsible for your
account and instruct that person to execute the BLUE proxy card.
PLEASE SIGN, DATE AND MAIL THE ACCOMPANYING BLUE PROXY CARD PROMPTLY.
NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. BY SIGNING AND MAILING
THE ACCOMPANYING BLUE PROXY CARD, ANY PROXY PREVIOUSLY SIGNED BY YOU WITH
RESPECT TO THE ACQUISITION PROPOSAL WILL BE AUTOMATICALLY REVOKED.
SOLICITATION OF PROXIES
Proxies may be solicited by mail, telephone or telecopier and in
person. Solicitations may be made by directors, officers, investor relations
personnel and other employees of Parent or the Purchaser, none of whom will
receive additional compensation for such solicitations. Parent has requested
banks, brokerage houses and other custodians, nominees and fiduciaries to
forward all of
its solicitation materials to the beneficial owners of the Shares they hold of
record. Parent will reimburse these record holders for customary clerical and
mailing expenses incurred by them in forwarding these materials to their
customers.
Parent has retained ______________________________ for
solicitation and advisory services in connection with this
solicitation. __________ will be paid an aggregate fee of
approximately $_______ for acting (a) as proxy solicitor in
connection with (i) this solicitation, (ii) the solicitation of
agent designations to call a special meeting of the Company's
shareholders (the "Other Special Meeting") to, among other
things, remove the Company's incumbent directors and elect
replacement directors, all as further described in the Offer to
Purchase and (iii) the solicitation of proxies for the Other
Special Meeting, if it is called and (b) as Information Agent in
connection with the Offer. _________ may also receive additional
reasonable and customary compensation for providing additional
advisory services in connection with this solicitation and the
other proxy solicitations described in this paragraph. Parent has
also agreed to reimburse __________ for its reasonable
out-of-pocket expenses and to indemnify _________ against certain
liabilities and expenses, including liabilities and expenses
under the federal securities laws. _________ will solicit proxies
from individuals, brokers, bank nominees and other institutional
holders.
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch")
is acting as Dealer Manager in connection with the Offer and as Parent's
exclusive financial advisor with respect to the Proposed Merger. As
compensation for such services, Parent has agreed to pay Merrill Lynch a fee of
$500,000, $400,000 of which fee is payable upon commencement by Parent or one
of its affiliates of a tender offer or exchange offer for securities of the
Company. Parent has also agreed to pay Merrill Lynch a fee of up to $2,000,000
(less any fees theretofore paid) contingent upon consummation of an Acquisition
Transaction. "Acquisition Transaction" has been defined to include (i) any
merger, consolidation, reorganization or other business combination pursuant to
which the business of the Company is combined with that of Parent or one of its
affiliates, (ii) the acquisition, directly or indirectly, by Parent or one of
its affiliates by tender or exchange offer, negotiated purchase or other means
of at least 50% of the then outstanding capital stock of the Company, (iii) the
acquisition, directly or indirectly, by Parent or one of its affiliates of at
least 50% of the assets of, or of any right to all or a substantial portion of
the revenues or income of the Company or (iv) the acquisition, directly or
indirectly, by Parent or one of its affiliates of control of the Company
through a proxy contest or otherwise than through the
acquisition of the Company's voting capital stock. In addition, Parent has
agreed to reimburse Merrill Lynch for its reasonable out-of-pocket expenses,
including, without limitation, reasonable fees and disbursements of its
counsel, incurred in connection with the Offer and the Proposed Merger or
otherwise arising out of Merrill Lynch's engagement, and has also agreed to
indemnify Merrill Lynch (and certain affiliated persons) against certain
liabilities and expenses, including, without limitation, certain liabilities
under the federal securities laws. Merrill Lynch may from time to time in the
future render various investment banking services to Parent and its
affiliates, for which it is expected it would be paid customary fees.
Merrill Lynch has from time to time rendered, and continues to
render, various investment banking and other advisory services to Parent and
its affiliates for which it is paid its customary fees. In connection with
Merrill Lynch's engagement as financial advisor, Parent anticipates that
certain employees of Merrill Lynch may communicate in person, by telephone or
otherwise with a limited number of institutions, brokers or other persons who
are the Company's shareholders for the purpose of assisting in the solicitation
of proxies for the Special Meeting, as well as for the solicitation of agent
designations to call the Other Special Meeting and proxies for the Other
Special Meeting. Merrill Lynch will not receive any fee for or in connection
with such solicitation activities apart from the fees which it is otherwise
entitled to receive as described above.
The entire expense of soliciting proxies for the Special Meeting is
being borne by Parent or a subsidiary of Parent. Neither Parent nor any such
subsidiary will seek reimbursement for such expenses from the Company. Costs
incidental to these proxies include expenditures for printing, postage, legal
and related expenses and are expected to be approximately $________. Total
costs incurred to date in furtherance of or in connection with these proxies
are approximately $________.
If the Purchaser should terminate, or materially amend the terms of,
the Offer prior to the Special Meeting, Parent or the Purchaser will
disseminate such information regarding such changes to the Company's
shareholders and, in appropriate circumstances, will provide the Company's
shareholders with a reasonable opportunity to revoke their proxies prior to
the Special Meeting.
SHAREHOLDER PROPOSALS
According to the Company's proxy statement relating to its 1996 Annual
Meeting of Shareholders, any notice of a qualified shareholder submitting a
proposal for the 1997 Annual Meeting of Shareholders of the Company must have
been in proper form and must have been received by the Company no later than
October 1, 1996.
OTHER INFORMATION
Parent is a Delaware corporation which operates a variety of
businesses through two business segments: Tools and Components and
Process/Environmental Controls. The Tools and Components segment is one of the
largest domestic producers and distributors of general purpose mechanics' hand
tools and automotive specialty tools. Other products manufactured by these
companies include tool boxes and storage devices, diesel engine retarders,
wheel service equipment, drill chucks, custom designed headed tools and
components, hardware and components for the power generation and transmission
industries, high quality precision socket screws, fasteners, and high quality
miniature precision parts. The companies in the Process/Environmental segment
produce and sell underground storage tank leak detection systems and
temperature, level and position sensing devices, power switches and controls,
telecommunication line products, power protection products, liquid flow
measuring devices and electronic and mechanical counting and controlling
devices.
Approximately 43.4% of the outstanding common stock of the Parent is
beneficially owned by Steven M. Rales and Mitchell P. Rales.follows:
NUMBER OF SHARES PERCENT
NAME BENEFICIALLY OWNED OF CLASS
---- ------------------ --------
Mortimer M. Caplin................................ 113,874(9) *
George M. Sherman................................. 1,024,000(4) 1.7%
Donald J. Ehrlich................................. 26,000(7) *
Walter G. Lohr, Jr................................ 80,000(8) *
Mitchell P. Rales................................. 23,211,679(1) 39.4%
Steven M. Rales................................... 23,211,679(1) 39.4%
Gregory T.H. Davies............................... 39,850(5) *
Patrick W. Allender............................... 210,000(6) *
H. Lawrence Culp, Jr. ............................ 32,400(3) *
A. Emmet Stephenson, Jr........................... 122,060(2) *
FMR Corp.......................................... 4,475,100(10) 7.6%
All executive officers and directors as a group
(includes 15 persons)............................ 25,206,079(1) 42.8%
- --------
(1) The aggregate holdings for Steven and Mitchell Rales include (i) all of
the 20,032,444 shares of Parent common stockCompany Common Stock owned by Equity Group
Holdings L.L.C. ("EGH")LLC and Equity Group Holdings II L.L.C. ("EGH II"),LLC, of which Steven Rales and
Mitchell Rales are the only members, along with otherand (ii) 1,595,981 and 1,583,254
shares of common stock of Parent which areCompany Common Stock owned directly ownedor through the Danaher
401(k) Plan by such individuals.Steven Rales and Mitchell Rales, respectively. Steven and
Mitchell Rales are directorseach disclaim beneficial ownership of the shares of
Company Common Stock owned directly or through the Danaher 401(k) Plan by
the other. Their business address, and executive
officersthat of Parent as well as directorsEquity Group Holdings LLC
and Equity Group Holdings II LLC, is 1250 24th Street, N.W., Washington,
D.C. 20037.
(2) Includes 68,060 shares of Purchaser. EGH and EGH II are
principally engagedCompany Common Stock held in the businessnames of
investingStephenson Ventures, a limited partnership of which the sole general
partner is A. Emmet Stephenson, Jr., and 40,000 shares held in the common stockname
of Parent.
The officesTessa Fund, a general partnership beneficially owned by trusts for the
benefit of the daughter of Mr. Stephenson, who is the general partner for
control purposes only. Bank One, Denver as Trustee owns 8,000 shares in
individual retirement accounts for the benefit of A. Emmet Stephenson,
Jr. and his wife. Mr. Stephenson has the option to acquire 6,000 shares
of Company stock.
(3) Mr. Culp has the option to acquire 32,400 shares of Company Common Stock.
(4) Mr. Sherman has the option to acquire 840,000 shares of Company Common
Stock. Includes 3,000 shares held by Sherman Investors Limited
Partnership, a partnership for the benefit of his family. Mr. Sherman
controls the general partner.
2
(5) Mr. Davies has the option to acquire 39,640 shares of Company Common
Stock.
(6) Mr. Allender has the option to acquire 117,000 shares of Company Common
Stock.
(7) Mr. Ehrlich has the option to acquire 6,000 shares of Company Common
Stock.
(8) Mr. Lohr has the option to acquire 6,000 shares of Company Common Stock.
(9) Mr. Caplin has the option to acquire 2,000 shares of Company Common
Stock.
(10) FMR Corp.'s address is 82 Devonshire Street, Boston, MA 02109.
* Represents less than 1% of the outstanding Company Common Stock.
Apart from Steven M. Rales, Mitchell P. Rales EGH and EGH II are located
at 1250 24th Street, N.W.FMR Corp., Suite 800, Washington, D.C. 20037.the Company
knows of no other person that beneficially owns 5% or more of its Common
Stock.
PROPOSAL 1.
ELECTION OF DIRECTORS OF THE COMPANY
The Purchaser is a newly incorporated Delaware corporation and a
wholly owned subsidiaryCompany's Certificate of Parent which to date has not conducted any business
other than in connectionIncorporation provides that the Board of
Directors shall be divided into three classes with the Offernumber of directors in
each class to be as equal as possible. The Board has fixed the number of
directors of the Company at seven. At the 1997 Annual Meeting of Shareholders,
shareholders will elect three directors to serve until the 2000 Annual Meeting
of Shareholders and until his successor is duly elected and qualified. The
Board of Directors has nominated Messrs. Mortimer M. Caplin, Donald J. Ehrlich
and Walter G. Lohr, Jr. to serve as directors until their terms expire in
2000. Mr. Steven M. Rales will continue to serve as a director until his term
expires in 1998. Messrs. Mitchell P. Rales, George M. Sherman and A. Emmet
Stephenson, Jr. will continue to serve as directors in the class whose term
expires in 1999.
The names of the nominees and the Proposed Merger. Thedirectors continuing in office, their
principal executive offices of Parentoccupations, the years in which they became directors and the Purchaseryears
in which their terms expire are located at 1250 24th Street,
N.W., Suite 800, Washington, D.C. 20037.
Certain information about the directors and executive officers of
Parent and the Purchaser and certain employees and other representatives of
Parent who may also assist __________ in soliciting proxies is set forth below. In the event the nominee
shall decline or be unable to serve, it is intended that the proxies will be
voted in the attached Schedule I. Schedule II sets forth certain information relatingdiscretion of the proxy holders. The Company knows of no reason
to Shares owned by Parent,anticipate that this will occur.
NOMINEES FOR ELECTION AT THIS YEAR'S ANNUAL MEETING
TO SERVE IN THE CLASS WHOSE TERM EXPIRES IN 2000
DIRECTOR TERM
NAME AGE PRINCIPAL OCCUPATION SINCE EXPIRES
---- --- --------------------------------- -------- -------
Mortimer M. Caplin 80 Senior Member of Caplin & 1990 2000
(a,c).................. Drysdale, a law firm in
Washington, D.C., for over five
years; Director of Fairchild
Corporation and Presidential
Realty Corporation.
Donald J. Ehrlich 59 President, Chairman and Chief 1985 2000
(a,c).................. Executive Officer of Wabash
National Corp. for five years;
Director of Indiana Secondary
Market for Educational Loans,
Inc. and INB National Bank, N.W.
Walter G. Lohr, Jr. 53 Partner of Hogan & Hartson, a law 1983 2000
(c).................... firm in Baltimore, Maryland,
since 1992.
3
CURRENT DIRECTORS WHOSE TERM WILL CONTINUE AFTER THIS MEETING
DIRECTOR TERM
NAME AGE PRINCIPAL OCCUPATION SINCE EXPIRES
---- --- --------------------------------- -------- -------
Steven M. Rales (b,d)... 45 Chairman of the Board of the 1983 1998
Company since 1984; General
Partner of Equity Group Holdings,
a partnership located in
Washington, D.C. with interests
in publicly traded securities and
manufacturing companies since
1979.
Mitchell P. Rales 40 Chairman of the Executive 1983 1999
(b,d).................. Committee of the Company since
1990; General Partner of Equity
Group Holdings, a general
partnership located in
Washington, D.C. with interests
in publicly traded securities and
manufacturing companies since
1979.
George M. Sherman (d)... 55 President and Chief Executive 1990 1999
Officer of the Company since
1990; Director of Campbell Soup
Company.
A. Emmet Stephenson, Jr. 51 President of Stephenson and Co., 1986 1999
(a).................... a private investment firm in
Denver, Colorado for more than
five years; Chairman of StarTek,
Inc. for more than five years.
- --------
(a) Member of the Purchaser,Compensation Committee of the Board of Directors.
(b) Mitchell P. Rales and other representatives. Schedule III
sets forth certain information, as made availableSteven M. Rales are brothers.
(c) Member of the Audit Committee of the Board of Directors.
(d) Member of the Executive Committee of the Board of Directors.
THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Board of Directors had a total of four meetings during 1996. All
directors attended at least 75% of the meetings of the Board of Directors and
of the Committees of the Board of Directors on which they served during 1996.
The Executive Committee acts on behalf of the Board of Directors of the
Company between meetings of the Board of Directors. The Executive Committee,
comprised of Messrs. George M. Sherman, Steven M. Rales and Mitchell P. Rales,
met two times in public documents,
regarding Shares held1996.
The Audit Committee reviews the financial statements of the Company to
confirm that they reflect fairly the financial condition of the Company and to
appraise the soundness, adequacy and application of accounting and operating
controls. The Audit Committee recommends independent auditors to the Board of
Directors, reviews the scope of the audit function of the independent auditors
and reviews audit reports rendered by the independent auditors. The Audit
Committee met two times during 1996.
The Compensation Committee reviews the Company's principalCompensation philosophy and
programs, and exercises authority with respect to the payment of direct
salaries and incentive compensation to Company officers. The Compensation
Committee is also responsible for the oversight of the stock option plans of
the Company. The Compensation Committee met two times in 1996.
The Company has no Nominating Committee of its Board of Directors.
4
shareholders and its management.
THIS PROXY STATEMENT IS NEITHER A REQUEST FOR THE TENDER OF SHARES
NOR AN OFFER WITH RESPECT THERETO. THE PURCHASER'S OFFER IS BEING MADE ONLY BY
MEANS OF THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL, AS FILED WITH
THE COMMISSION.
PLEASE INDICATE YOUR SUPPORT OF THE PURCHASER'S OFFER BY COMPLETING,
SIGNING AND DATING THE ENCLOSED BLUE PROXY CARD AND RETURNING IT PROMPTLY TO
DANAHER CORPORATION, C/O ___________________________________________________,
IN THE ENCLOSED ENVELOPE. NO POSTAGE IS NECESSARY IF THE ENVELOPE
IS MAILED IN THE UNITED STATES.
YOUR VOTE IS IMPORTANT! PLEASE SIGN, DATE AND MAIL
THE ACCOMPANYING BLUE PROXY CARD PROMPTLY.
Danaher Corporation
WEC Acquisition Corporation
March 8, 1996
SCHEDULE I
DIRECTORS AND
EXECUTIVE OFFICERS OF PARENT AND THE PURCHASER
PARENTREGISTRANT
Executive officersOfficers of the ParentCompany are:
Officer
Name Age Position SinceOFFICER
NAME AGE POSITION SINCE
---- --- -------- -------
Steven M. Rales 44Rales........ 45 Chairman of the Board 1984
Mitchell P. Rales 39Rales...... 40 Chairman of the Executive Committee 1984
Committee
George M. Sherman 5455 Chief Executive Officer, 1990
President and 1990
George M. Sherman...... Director
Patrick W. Allender 49Allender.... 50 Senior Vice President, 1987 Chief Financial
Officer and Secretary 1987
James H. Ditkoff 50Ditkoff....... 51 Vice President - Finance/President-Finance and Tax 1991
Dennis D. ClaramuntClaramunt.... 51 Vice President and Group Executive 1994
38 Vice President-Administration and 1987
C. Scott Brannan....... Controller
John P. Watson......... 52 Vice President and Group Executive 1993
H. Lawrence Culp, Jr... 33 Vice President and Group Executive 1995
Gregory T.H. Davies.... 50 Vice President and Group 1994
Executive C. Scott Brannan 371995
Daniel L. Comas........ 32 Vice President Administration 1987
and Controller
John P. Watson 51President-Corporate Development 1996
Steven E. Simms........ 41 Vice President and Group 1993
Executive H. Lawrence Culp, Jr. 321996
Mark C. DeLuzio........ 39 Vice President and Group 1995
Executive
Gregory T.H. Davies 48 Vice President and Group 1995
ExecutivePresident-Danaher Business System 1996
Steven M. Rales has served as Chairman of the Board since January 1984. He
has been a General Partner, since 1979, in Equity Group Holdings, a general
partnership located in Washington, D.C. with interests in media
operations, publicly traded
securities and manufacturing companies.
Mitchell P. Rales has served as a director of Parentthe Company since January
1984, President from March 1987 to January 1990 and Executive Vice President
from January 1984 to March 1987.1984. He has been a General Partner of Equity Group Holdings since 1979.
George M. Sherman has served as President and Chief Executive Officer and a
director of Parentthe Company since February 1990.
Patrick W. Allender has served as Chief Financial Officer of Parentthe Company
since March, 1987.
James H. Ditkoff was appointed Vice President - Finance/President-Finance and Tax in January,
1991. He has served in an executive capacity in finance/finance and tax for Parentthe
Company since September, 1988.
Dennis D. Claramunt was appointed Vice President and Group Executive in
1994. He has served as President of Jacobs Chuck Manufacturing Company for
more than the past five years.
C. Scott Brannan was appointed Vice President - AdministrationPresident-Administration and Controller
of Parentthe Company in November, 1987.
John P. Watson was appointed Vice President and Group Executive in 1993. He
has served the ParentCompany in an executive capacity since September, 1990.
H. Lawrence Culp, Jr. was appointed Vice President and Group Executive in
1995. He has served the ParentCompany in an executive capacity (including President
since 1993)1993 at Veeder-Root CompanyCompany) for more than the past five years.
Gregory T.H. Davies was appointed Vice President and Group Executive in
1995. He has served as President of Jacobs Vehicle Equipment CompanySystems, Inc. for more than
the past five years.
PURCHASER
EachDaniel L. Comas was appointed Vice President-Corporate Development in 1996.
He has served the Company in an executive capacity in the corporate
development area for more than the past five years.
5
Steven E. Simms was appointed Vice President and Group Executive in 1996. He
had previously served Black & Decker, most recently as President-Worldwide
Accessories Business.
Mark C. DeLuzio was appointed Vice President-Danaher Business Systems (DBS)
in 1996. He has served the Company as Director-DBS and in financial and
operating positions with Jacobs Vehicle Systems, Inc. for more than the past
five years.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information concerning the
compensation for the last three completed fiscal years of the individuals set forth below has been a director or an
executive officer since 1996. Further information regarding each such person
is set forth above:
Name Position
Steven M. Rales Director
Mitchell P. Rales Director
George M. Sherman President and Director
Patrick W. Allender Vice President and Treasurer
C. Scott Brannan Vice President and Secretary
James H. Ditkoff Vice President
The following individuals constitute representatives of the Dealer
Manager who may solicit proxies:
William Rifkin Managing Director, Merrill Lynch & Co.
Merrill Lynch & Co.
World Financial Center
North Tower
New York, NY 10281-1330
Paul Stefanick Director, Merrill Lynch & Co.
Merrill Lynch & Co.
World Financial Center
North Tower
New York, NY 10281-1330
Dragoljub Rajkovic Associate, Merrill Lynch & Co.
Merrill Lynch & Co.
World Financial Center
North Tower
New York, NY 10281-1330
SCHEDULE II
SHARES HELD BY PARENT AND THE PURCHASER
Parent beneficially owns 305,000 Shares of the Company.
In the ordinary course of its business, Merrill Lynch may trade the
securities of the Company for its own accountChief Executive
Officer and the accounts of its
customers and, accordingly, may at any time hold a long or short position in
such securities. As of March 6, 1996, Merrill Lynch held a net long position
of less than 1/2 of 1% of the Shares.
SCHEDULE III
PRINCIPAL SHAREHOLDERS OF THE COMPANY
AND SHAREHOLDINGS OF THE COMPANY'S MANAGEMENT
Set forth below, is information regarding Shares owned by (i) those
persons owning more than 5% of the outstanding Shares and (ii) directors and executive officers of the Company aswho, in addition to the
Chief Executive Officer, received the highest compensation during 1996.
SUMMARY COMPENSATION TABLE
LONG TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
- ---------------------------------------------------------- ---------------------
(A) (B) (C) (D) (E) (F) (G) (H)
OTHER RESTRICTED SECURITIES
NAME AND ANNUAL STOCK UNDERLYING ALL OTHER
PRINCIPAL SALARY BONUS COMPENSATION AWARDS(1) OPTION COMPENSATION(2)
POSITION YEAR ($) ($) ($) ($) (#) ($)
--------- ---- ------- ------- ------------ ---------- ---------- ---------------
George M. Sherman....... 1996 675,000 859,000 -- -- -- $63,000
President and CEO 1995 675,000 921,000 -- -- 300,000 36,000
1994 675,000 921,000 -- -- -- 30,000
Patrick W. Allender..... 1996 270,833 260,000 -- -- 25,000 14,000
Senior Vice President 1995 243,333 250,000 -- -- 15,000 14,000
and CFO 1994 205,000 254,000 -- -- 40,000 19,000
Steven E. Simms......... 1996 210,000 160,000 -- -- 107,000 --
Vice President and
Group Executive
H. Lawrence Culp, Jr.... 1996 192,000 170,000 -- -- 15,000 14,000
Vice President and 1995 157,000 125,000 -- -- 20,000 14,000
Group Executive 1994 133,000 100,000 -- -- 8,000 14,000
Gregory T.H. Davies..... 1996 205,000 137,000 -- -- 12,000 14,000
Vice President and 1995 181,000 160,000 -- -- 20,000 14,000
Group Executive 1994 164,000 178,000 -- -- 4,600 14,000
- --------
(1) Mr. Sherman received a group. Suchgrant of 400,000 shares in 1990; 200,000 have been
issued and 200,000 are deferred until retirement. Issued shares
participate in dividends ($18,000 in 1996, $16,000 in 1995 and $13,000 in
1994) on a non-preferential basis. The value of the 400,000 shares at
December 31, 1996 was $18,650,000.
(2) Includes contributions to the Company's 401(k) and executive retirement
plans for all individuals; in the case of Mr. Sherman, it also includes
supplemental term life insurance ($14,000 for 1996) and financial
consulting fees ($35,000 for 1996).
6
GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information is derivedrelating to options
granted to purchase shares of the Company Common Stock.
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM(3)
- ---------------------------------------------------------------------------- -----------------------------
(A) (B) (C) (D) (E) (F) (G) (H)
NO. OF SECURITIES % OF TOTAL
UNDERLYING OPTIONS EXERCISE
OPTIONS/SARS GRANTED TO OR BASE
GRANTED (1) EMPLOYEES IN PRICE (2) EXPIRATION 0% 5% 10%
NAME (#) FISCAL YEAR ($/SH) DATE ($) ($) ($)
---- ----------------- ------------ --------- ---------- ----------------- -----------
Patrick W. Allender..... 25,000 2.8% 44.625 12/03/06 0 701,605 1,778,306
H. Lawrence Culp, Jr.... 15,000 1.7% 44.625 12/03/06 0 420,964 1,066,984
Gregory T.H. Davies..... 12,000 1.4% 44.625 12/03/06 0 336,771 853,587
John P. Watson.......... 10,000 1.1% 44.625 12/03/06 0 280,642 711,323
Steven E. Simms......... 107,000 12.1% 36.331 12/03/06 0 2,444,731 6,196,476
- --------
(1) Options become exercisable ratably beginning one year from date of grant
through five years from date of grant.
(2) Options were granted at fair market value on the date of grant.
(3) The dollar amounts set forth under these columns are the result of
calculations of assumed annual rates of stock price appreciation from the
date of the grant to the date of expiration of such options of 0%, 5%, and
10%. These assumptions are not intended to forecast future price
appreciation of the Company's stock price. The Company's stock price may
increase or decrease in value over the time period set forth above.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
The following table sets forth certain information concerning the number of
unexercised options and the value of unexercised options at the end of 1996
for the executive officers whose compensation is reported in the Summary
Compensation Table. Value is considered to be, in the case of unexercised
options, the difference between the exercise price and the market price at
December 31, 1996.
SHARES NUMBER OF SECURITIES VALUE OF UNEXERCISED
ACQUIRED VALUE UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
ON EXERCISE REALIZED OPTION AT FY-END (#) FY-END($)
NAME # $ EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ----------- ---------- ------------------------- -------------------------
George M. Sherman....... 400,000 13,755,000 840,000 460,000 32,100,000 18,575,000
Gregory T.H. Davies..... -- -- 39,640 33,960 1,348,900 730,100
Patrick W. Allender..... -- -- 117,000 93,000 3,774,600 1,766,000
H. Lawrence Culp, Jr.... -- -- 32,400 48,600 949,500 783,200
Steven E. Simms......... -- -- 0 107,000 0 1,101,500
COMPENSATION OF DIRECTORS
Directors who are not officers of the Company receive meeting attendance
fees of $750 per meeting (excluding telephonic meetings), together with
quarterly fees of $3,000. A grant of an option to acquire 2,000 shares of
Company Common Stock at $45.625 (fair market value at date of grant) per share
was made to these directors.
7
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT
Pursuant to the terms of termination agreements between the Company and
Messrs. Sherman and Watson, if the Company were to terminate their employment
without cause, as defined therein, Mr. Sherman's salary and benefits would
continue for an additional 24 months, and Mr. Watson's salary and benefits
would continue for an additional 12 months. See "Report of the Compensation
Committee of the Board of Directors on Executive Compensation" for further
discussion of Mr. Sherman's contract.
COMPENSATION COMMITTEE
Messrs. Steven M. Rales, Mitchell P. Rales and George M. Sherman receive a
salary set by the Compensation Committee of the Board of Directors and also
serve as directors. However, they do not participate in deliberations
regarding their own compensation. The members of the Compensation Committee
are A. Emmet Stephenson, Jr., Mortimer M. Caplin and Donald J. Ehrlich.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE
COMPENSATION
The report is not deemed to be "soliciting material" or to be "filed" with
the Securities and Exchange Commission (the "SEC") or subject to the SEC's
proxy rules or to the liabilities of Section 18 of the Securities Exchange Act
of the 1934 (the "1934 Act"), and the report shall not be deemed to be
incorporated by reference into any prior or subsequent filing by the
Corporation under the Securities Act of 1933 or the Securities Exchange Act of
1934.
Total executive officer compensation is comprised of three principal
components: annual salary, annual incentive compensation, and grants of
options to purchase Company Common Stock. In the case of Mr. Sherman, this
included a restricted stock grant at the time of his hire. The Committee
endeavors to establish total compensation packages for each executive officer
equal to the value of that executive's services determined by both what other
companies have or might pay the executive for his services and his
relationship to other executive positions within the Company, as negotiated at
the date of hire. This base is then adjusted annually based on the Committee's
assessment of individual performance.
A fundamental element of the Company's compensation policy is that a
substantial portion of each executive's compensation be directly related to
the success of the Company. This is accomplished in two ways. First, the
annual incentive compensation program requires that the Company, or the
Company's businesses for which the executive is directly responsible, achieve
certain minimum targets in earnings level (earnings per share which has a
majority weighting), working capital management (working capital turnover) and
economic value added. If performance for the year is below minimum targeted
levels (generally approximately three-quarters of the earnings target must be
achieved and working capital management must exceed target levels) there would
be no payment. If the minimum targets are met or exceeded, each executive
receives a formula-based payout taking into account the Company's performance
and his or her personal contribution thereto.
Second, executives and other key employees who, in the opinion of the
Committee, contribute to the growth, development and financial success of the
Company are eligible to be awarded options to purchase Company Common Stock.
These grants are normally made at the fair market value on the date of grant
with vesting over a five year period. In addition to the factors discussed
above, the amount of options granted is impacted both by the level of the
employee within the Company's management and the amount of options previously
granted to the employee. Thus the compensation value of this element is
directly related to the performance of the Company as measured by its returns
to shareholders over at least a five year period.
Mr. Sherman's compensation is governed by a written contract dated January
2, 1990, whereby he agreed to serve as President and Chief Executive Officer.
The contract provides for Mr. Sherman to be paid a base salary of $675,000 per
year and an annual formula-based incentive compensation award, if earned, as
determined by
8
the Compensation Committee. The Committee and subsequently the Board of
Directors recommended, and Mr. Sherman agreed, that his base salary, which has
not increased since he joined the Company, would not be increased during the
remainder of the term of his contract. Therefore, during the remaining term of
his contract with the Company, any increases in Mr. Sherman's compensation
will be tied directly to the financial performance of the Company and the
Company's stock price. He also received 400,000 shares of restricted stock
(see Summary Compensation Table) and an option to acquire 1,000,000 shares
(see Year End Option Value Table) of the Company Common Stock, and has
received, or will receive, tax gross-up payments related to these items. Mr.
Sherman's contract requires the Company to provide supplemental term life
insurance and financial consulting services to him (see Summary Compensation
Table) and to provide severance benefits discussed previously.
The Committee evaluated each executive's annual incentive compensation
awards for 1996. The Committee assessed their performance in light of the
targets referenced above, which were substantially exceeded, and awarded total
incentive compensation payments to executives other than Group Executives of
$1,409,000 for 1996. For 1997, the Committee has established a maximum bonus
payment of up to $1,750,000 per executive, subject to approval by the
Company's shareholders of the performance goals, which are applicable to all
of the Company's executive officers, other than Group Executives.
The Committee has considered the impact of provisions of the federal income
tax laws that in certain circumstances disallow compensation deductions in
excess of $1 million for any year with respect to the executive officers named
in proxy statements of publicly traded companies. The Securities and Exchange
Commission requires compensation committees of public companies to state their
compensation policies relative to this $1 million deduction limit.
With respect to the Company's Chief Executive Officer, a portion of his
compensation is determined pursuant to a binding contract dated January 2,
1990 and, accordingly, is not subject to the deduction limit. In addition, the
Committee has designed the program for awarding 1997 incentive compensation to
executive officers other than Group Executives so that such bonuses will
comply with an exception to the $1 million deduction limit for performance-
based compensation. Accordingly, the full amount of any such bonus payments
for 1997 should be deductible. One of the requirements of this exception is
that shareholders approve certain material terms under which the bonus is to
be paid. In this regard, the Company's shareholders are being asked to approve
the material terms used for calculating the 1997 bonus awards for the
Company's executive officers other than Group Executives, as discussed in
Proposal 3 hereto.
The Committee approved a grant of 600,000 non-qualified stock options to the
Company's President and Chief Executive Officer on March 13, 1997, subject to
approval by the Company's shareholders and further subject to shareholder
approval of an amendment to the 1987 Stock Option Plan, which would increase
the maximum number of options that may be granted to a single individual under
the Plan from 1,000,000 to 1,300,000. See Proposals 4 and 5 hereto.
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
A. Emmet Stephenson, Jr.
Mortimer M. Caplin
Donald J. Ehrlich
9
STOCK PERFORMANCE CHART
As part of proxy statement disclosure requirements mandated by the
Securities and Exchange Commission, the Company is required to provide a five-
year comparison of the cumulative total shareholder return on its Common Stock
with that of a broad equity market index and either a published industry index
or a Company constructed peer group index. This graph is not deemed to be
"soliciting material" or to be "filed" with the SEC or subject to the SEC's
proxy rules or to the liabilities of Section 18 of the 1934 Act, and the graph
shall not be deemed to be incorporated by reference into any prior or
subsequent filing by the Corporation under the Securities Act of 1933 or the
1934 Act.
The following chart compares the yearly percentage change in the cumulative
total shareholder return in the Company's Common Stock during the five years
ended December 31, 1996 with the cumulative total return on the S & P 500
Index (the equity index) and the S&P Manufacturing Index (the peer index). The
comparison assumes $100 was invested on December 31, 1991 in the Company's
Common Stock and in each of the above indices with reinvestment of dividends.
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
AMONG DANAHER CORPORATION,
S&P 500 INDEX AND S&P MANUFACTURING INDEX
PERFORMANCE GRAPH APPEARS HERE
S&P
Measurement Period DANAHER S&P MANUFACTURING
(Fiscal Year Covered) CORPORATION 500 INDEX INDEX
- --------------------- --------------- --------- -------------
Measurement Pt-00/00/1991 $100.00 $100.00 $100.00
FYE 00/00/1992 $128.40 $107.62 $108.39
FYE 00/00/1993 $188.72 $118.37 $131.58
FYE 00/00/1994 $259.23 $119.90 $136.21
FYE 00/00/1995 $315.84 $164.94 $191.80
FYE 00/00/1996 $464.70 $202.85 $253.18
10
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company, from time to time, has been involved in transactions with
Equity Group Holdings and its affiliates. The Company has received legal
services from the firm of Caplin & Drysdale, of which Mr. Caplin, a Director,
is a principal, and from the firm of Hogan & Hartson, of which Mr. Lohr, a
Director, is a partner. The amount of such fees for 1996 was less than five-
percent of each firm's gross revenues. These transactions, which are conducted
on an arms length basis, are not material, either individually or in the
aggregate.
PROPOSAL 2.
APPROVAL OF APPOINTMENT OF AUDITORS
The Board of Directors has appointed Arthur Andersen LLP, an international
accounting firm of independent certified public accountants, to act as
independent accountants for the Company and its consolidated subsidiaries for
1997. Arthur Andersen LLP has been the Company's auditors since 1976 and has
advised the Company that the firm does not have any direct or indirect
financial interest in the Company or any of its subsidiaries, nor has such
firm had any such interest in connection with the Company during the past five
years other than its capacity as the Company's independent certified public
accountants. A representative of Arthur Andersen LLP is expected to be present
at the Annual Meeting and will have an opportunity to make a statement if he
desires to do so and to be available to answer questions from shareholders.
The Board of Directors of the Company unanimously recommends that
shareholders vote FOR ratification and approval for the selection of Arthur
Andersen LLP to serve as independent auditors for the Company for 1997.
PROPOSAL 3.
APPROVAL OF PERFORMANCE GOALS FOR 1997 BONUS
Beginning in 1994, federal income tax laws limit deductions for publicly
held corporations with respect to compensation in excess of $1 million paid to
an executive officer who is named in its proxy statement. However,
compensation payable solely on account of attainment of one or more
performance goals is not subject to the deduction limit if the performance
goals are objective, pre-established and determined by a compensation
committee comprised solely of two or more outside directors, the material
terms under which the compensation is paid are disclosed to shareholders and
approved by a majority vote, and the compensation committee certifies that the
performance goals and other material terms were in fact satisfied before
amounts were paid.
In order to ensure that the full amount of the bonus payment that may be
made to the executive officers other then Group Executives for 1997 is
deductible for federal income tax purposes, the material terms of the
performance goals under which that bonus is to be paid are described below and
the shareholders will be asked to approve those material terms. Payment of the
1997 bonus based on these performance goals is conditioned upon and subject to
approval by the shareholders of the Company of the material terms of these
performance goals.
The maximum bonus payable to any executive officer other than Group
Executives will be determined under a formula and will not exceed $1,750,000.
The maximum bonus payable to each executive officer other than Group
Executives for 1997 is computed under a formula approved by the Compensation
Committee on March 13, 1997, that is based on the Company's reported 1997
earnings per share from continuing operations. The Compensation Committee
reserves the right, in its sole and absolute discretion, not to award any
bonus to the executive officers other than Group Executives for 1997 or to
award any of them a bonus of less than the maximum amount determined in
accordance with the formula described above. The Compensation Committee also
approved a separate incentive bonus to the Chief Executive Officer of $175,000
payable in any year in which earnings per share from continuing operations
exceeds a specified minimum target level.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS APPROVE THE MATERIAL
TERMS OF THE PERFORMANCE GOALS ESTABLISHED FOR THE PAYMENT OF BONUSES TO THE
EXECUTIVE OFFICERS OTHER THAN GROUP EXECUTIVES. APPROVAL REQUIRES THE
AFFIRMATIVE VOTE OF A MAJORITY OF THE HOLDERS OF COMMON STOCK VOTED AT THE
MEETING ON THIS PROPOSAL.
11
PROPOSAL 4.
APPROVAL OF OPTION GRANT TO PRESIDENT AND CHIEF EXECUTIVE OFFICER
At a meeting held on March 13, 1997, the Board of Directors of the Company
granted 600,000 non-qualified stock options to George M. Sherman under the
Company's 1987 Stock Option Plan at fair market value at the close of business
on that date ($44.25 per share), subject to approval by a vote of a majority
of the Company's shareholders and further subject to shareholder approval of
Proposal 5 below. The Compensation Committee approved this grant (see Report
of Compensation Committee) at a meeting which was also held on March 13, 1997.
Half of such options shall be exercisable on March 13, 2000, and the other
half shall be exercisable on March 13, 2001, provided that Mr. Sherman is an
employee of the Company on such dates, and will remain exercisable until the
earlier of March 13, 2007, or the first anniversary of his death or his
retirement from both the Company and its Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS APPROVE THE OPTION
GRANT TO THE PRESIDENT AND CHIEF EXECUTIVE OFFICER. APPROVAL REQUIRES THE
AFFIRMATIVE VOTE OF A MAJORITY OF THE SHARES OF COMMON STOCK OF THE COMPANY
PRESENT, OR REPRESENTED, AND ENTITLED TO VOTE AT THE ANNUAL MEETING.
PROPOSAL 5.
AMENDMENT TO THE 1987 STOCK OPTION PLAN
The Company's 1987 Stock Option Plan (the "Plan") was approved by
shareholders at the 1987 Annual Meeting. An amendment to the Plan was approved
by the shareholders at the 1996 Annual Meeting. The new proposed amendment
increases the maximum number of shares which may be issued to any individual
under the Plan from 1,000,000 to 1,300,000, in order to facilitate the stock
option grant approved by the Board of Directors and the Compensation Committee
on March 13, 1997, and described in Proposal 4. The text of the proposed
amendment is as follows:
RESOLVED that, as recommended and declared advisable by the Board of
Directors, the Company's 1987 Stock Option Plan be amended by replacing the
number "1,000,000" in Section Five (iv) with the number "1,300,000."
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS APPROVE THE
AMENDMENT OF THE 1987 STOCK OPTION PLAN. APPROVAL REQUIRES THE AFFIRMATIVE
VOTE OF THE HOLDERS OF A MAJORITY OF THE SHARES OF COMMON STOCK OF THE COMPANY
PRESENT, OR REPRESENTED, AND ENTITLED TO VOTE AT THE ANNUAL MEETING.
12
OTHER MATTERS
The management of the Company is not aware of any other business that may
come before the meeting. However, if additional matters properly come before
the meeting, proxies will be voted at the discretion of the proxy holders.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the 1998 Annual Meeting of
Shareholders of the Company must be received by the Company at its principal
executive offices, Danaher Corporation, 1250 24th Street, N.W., Washington,
D.C. 20037, no later than November 27, 1997 for inclusion in the Proxy
Statement and Proxy relating to the 1998 Annual Meeting of Shareholders.
By Order of the Board of Directors
/s/ Patrick W. Allender
-----------------------
Patrick W. Allender
Secretary
Dated: March 28, 1997
COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1996 MAY BE OBTAINED, WITHOUT CHARGE, BY WRITING TO THE COMPANY.
13
DANAHER CORPORATION
PROXY FOR 1997
ANNUAL MEETING OF SHAREHOLDERS--MAY 14, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF DANAHER
CORPORATION
The undersigned acknowledges receipt of the Proxy Statement and Notice, dated
March 30, 1997, of the Annual Meeting of Shareholders and from a Schedule 13G filed by the State of Wisconsin Investment Board in
February, 1996.
NUMBER OF
SHARES
NAME AND ADDRESS OF BENEFICIALLY PERCENT
BENEFICIAL OWNER OWNED OF CLASS
- ------------------------------------- -------------- ---------
Series A Convertible Preferred Shares
Marylou P. Hillyer(1)
74 Stewart Road,
Short Hills, New Jersey 07078 161,374 100%
Common Shares
State of Wisconsin Investment Board
P.O. Box 7842
Madison, Wisconsin 53703 596,800 9.45%
- ------------
(1) Marylou P. Hillyer, as Executrix under the Will of Curtis Hillyer, had sole (1)
voting and investment power with respect to all of the Company's Series A
Convertible Preferred Shares, which are convertible into a total of 161,374
Common Shares, or 2.46% of the Common Shares outstanding following
conversion.
NUMBER OF
COMMON SHARES
DIRECTOR, NOMINEE, NAMED BENEFICIALLY PERCENT
EXECUTIVE OFFICER, OR GROUP OWNED OF CLASS
- ---------------------------------- -------------- ---------
Theodore M. Alfred ................ 8,450 0.13%
Stephen M. DuBrul, Jr. ............ 4,000 0.06%
Hugh B. Jacks ..................... 2,754 0.04%
Gerald C. McDonough ............... 3,881 0.06%
Donald R. Melville ................ 3,500 0.05%
Terry S. Parker ................... 0 0.00%
Paul J. Powers .................... 2,590 0.04%
David L. Swift (1) ................ 233,933 3.65%
Robert M. Taylor .................. 4,170 0.07%
Karl E. Ware ...................... 4,680 0.07%
Earl J. Bellisario (2) ............ 32,561 0.51%
Mark H. Hoffman ................... 0 0.00%
Jon Slaybaugh(3) .................. 7,114 0.11%
James E. Helton(4) ................ 5,644 0.09%
19 present directors and executive
officers including those listed
above(5) ......................... 351,341 5.48%
- ------------
(1) Includes 208,500 Common Shares subject to options that are exercisable
within 60 days of November 30, 1995.
(2) Includes 24,250 Common Shares subject to options that are exercisable
within 60 days of November 30, 1995.
(3) Includes 5,500 Common Shares subject to options that are exercisable
within 60 days of November 30, 1995.
(4) Includes 5,580 Common Shares subject to options that are exercisable
within 60 days of November 30, 1995.
(5) Includes 286,800 Common Shares subject to options that are exercisable
within 60 days of November 30, 1995.
Except as otherwise noted, the information concerning the Company in
this Proxy Statement has been taken from or is based upon documents and
records on file with the Commission and other publicly available information.
Neither the Purchaser nor Parent takes any responsibility for the accuracy or
completeness of the information contained in such documents and records, or
for any failure by the Company or any other third party to disclose events
that may have occurred and may affect the significance or accuracy of any such
information but which are unknown to the Purchaser and Parent.
IMPORTANT
Your Proxy is important. No matter how many Shares you own, please
give Parent your Proxy by:
SIGNING the enclosed BLUE proxy card,
DATING the enclosed BLUE proxy card, and
MAILING the enclosed BLUE proxy card TODAY in the envelope provided
(no postage is required if mailed in the United States).
If you have any questions, would like a copy of the Letter of
Transmittal for the Offer to Purchase and related documents, or require any
additional information concerning the Offer, please contact the Information
Agent for the Offer, D.F. King & Co., Inc., 77 Water Street, New York, New York
10005, 1-800-628-8532. If you have any questions or require any additional
information concerning this Proxy Statement, please contact __________________
at the address set forth below. If any of your Shares are held in the name of a
brokerage firm, bank, bank nominee or other institution, only it can vote such
Shares and only upon receipt of your specific instructions. Accordingly, please
contact the person responsible for your account and instruct that person to
execute the BLUE proxy card.
PROXY
THIS PROXY IS SOLICITED BY DANAHER CORPORATION AND
WEC ACQUISITION CORPORATION FOR THE SPECIAL
MEETING OF SHAREHOLDERS OF ACME-CLEVELAND
CORPORATION TO BE HELD PURSUANT TO SECTION 1701.831
OF THE OHIO REVISED CODE.
The undersigned hereby appoints
_________, ___________Steven M. Rales and ____________,Mitchell P. Rales, and each of them, with full power of
substitution, the attorneys, agents and proxies of the undersigned, to act for
and in the name of the undersigned and to vote all the shares of Common Stock
of the outstanding Common Shares, par value $1
per share, or Series A Preferred Shares, without par value (collectively,
"Shares"), of Acme-Cleveland Corporation (the "Company") thatundersigned which the undersigned is entitled to vote at the SpecialAnnual
Meeting of Shareholders of the CompanyDanaher Corporation (the "Company") to be held on April __, 1996 pursuant to Section 1701.831 of the Ohio Revised Code
(the "Special Meeting"), orMay
14, 1997, and at any adjournment or postponement of the Special
Meeting, onadjournments thereof, for the following
matters:
1. Acquisition of Shares ofProxies will be voted in the Company. A resolution ofmanner directed herein by the Company's
shareholders authorizing the acquisition of a majority or more of the
outstanding Shares by WEC Acquisition Corporation or Danaher Corporation (or
one or more subsidiaries of Danaher Corporation) as contemplated by and in
accordance with the terms and conditions of WEC Acquisition Corporation's
Offer to Purchase dated March 7, 1996, as the same may be amended from time
to time.
/ / FOR / / AGAINST / / ABSTAIN
2. Adjournment of Meeting. To initiate and vote for a proposal to
adjourn the Special Meeting to solicit additional votes, if
necessary, to authorize the acquisition of Shares.
/ / FOR / / AGAINST / / ABSTAIN
DANAHER CORPORATION AND WEC ACQUISITION CORPORATION RECOMMEND A
VOTE FOR ITEMS 1 AND 2.
In their discretion, the proxies of the undersigned named above are
authorized to vote upon such other matters as may properly come before the
Special Meeting and any adjournment or postponement thereof.
[Proxy Continued On Reverse]
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED ON THE REVERSE
SIDE.undersigned. IF NO
DIRECTION IS MADE,GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2, 3, 4, 5 and 6.
PLEASE SIGN AND DATE ON THE ACQUISITIONREVERSE SIDE.
1. ELECTION OF SHARES AND FOR THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY. THE
UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE PROXY STATEMENT OF DANAHER
CORPORATION AND WEC ACQUISITION CORPORATION DATED MARCH 7, 1996, SOLICITING
PROXIES FOR THE SPECIAL MEETING.
All previous proxies given byDIRECTORS Nominees Messrs. Mortimer M. Caplin, Donald J.
Ehrlich and Walter G. Lohr, Jr. to serve in the
undersignedclass of directors with a term expiring in 2000.
WITHHOLD To withhold authority to vote atfor an
AUTHORITY individual Nominee, write that Nominee's
FOR all Nominees FOR ALL NOMINEES name on the Special
Meeting or atline below.
[ ] [ ]
- - -----------------------------------------
2. APPROVAL OF APPOINTMENT OF AUDITORS
[ ] FOR [ ] AGAINST [ ] ABSTAIN
- - -
3. APPROVAL OF PERFORMANCE GOALS FOR 1997 BONUS TO COMPANY EXECUTIVE OFFICERS
[_] FOR [_] AGAINST [_] ABSTAIN
4. APPROVAL OF OPTION GRANT TO PRESIDENT AND CHIEF EXECUTIVE OFFICER
[_] FOR [_] AGAINST [_] ABSTAIN
5. AMENDMENT TO THE 1987 STOCK OPTION PLAN
[_] FOR [_] AGAINST [_] ABSTAIN
6. IN THEIR DISCRETION on any other matter which may properly come before the
meeting, including any adjournment or postponement thereof are hereby revoked.thereof.
Dated: ______________________, 1996
-------------------------------------
(Signature)
-------------------------------------
(Signature,__________________ , 1997
________________________________
________________________________
Signature of Shareholder(s)
Please sign, date and promptly return this proxy in the enclosed envelope. No
postage is required if jointly held)
Title:
_____________________________mailed in the United States. Please sign exactly as your
name appears hereon. When shares are held by
joint tenants, bothin the space on the left. If stock is registered in more than one
name, each holder should sign. When signing as an attorney, administrator,
executor, guardian or trustee, please add your title as such. If executed by a
corporation, the proxy must be signed by a duly authorized officer, and his
title should appear next to his signature.)
PLEASE MARK YOUR CHOICE LIKE THIS [SOLID BLOCK] IN BLUE OR BLACK INK
DANAHER CORPORATION
PROXY FOR 1997
ANNUAL MEETING OF SHAREHOLDERS--MAY 14, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
DANAHER CORPORATION
The undersigned acknowledges receipt of the Proxy Statement and Notice,
dated March 30, 1997, of the Annual Meeting of Shareholders and hereby
appoints Steven M. Rales and Mitchell P. Rales, and each of them, with full
power of substitution, the attorneys, agents and proxies of the undersigned,
to act for and in the name of the undersigned and to vote all the shares of
Common Stock of the undersigned which the undersigned is entitled to vote at
the Annual Meeting of Shareholders of Danaher Corporation (the "Company") to
be held May 14, 1997, and at any adjournment or adjournments thereof, for the
following matters:
Proxies will be voted in the manner directed herein by the undersigned. IF
NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2, 3, 4, 5
and 6. PLEASE SIGN AND DATE ON THE REVERSE SIDE.
- -------------------------------------------------------------------------------
COMMENTS/ADDRESS CHANGE: PLEASE MARK COMMENT/ADDRESS BOX ON REVERSE SIDE
(Continued and to be signed on other side)
FOLD AND DETACH HERE
Please mark
[X ] your votes
as this
WITHHOLD
FOR all AUTHORITY
NOMINEES FOR ALL NOMINEES
1. ELECTION OF DIRECTORS
Nominees Messrs. Mortimer M. Caplin,
Donald J. Ehrlich, and Walter G. Lohr, Jr. [ ] [ ]
to serve in the class of directors - -
with a term expiring in 2000.
To withhold authority to vote for an
individual Nominee, write that Nominee's
name on the line below.
- ----------------------------------------
FOR AGAINST ABSTAIN
2. Approval of Appointment of Auditors [ ] [ ] [ ]
- - -
3. Approval of Performance Goals for 1997 [ ] [ ] [ ]
Bonus to Company Executive Officers - - -
4. Approval of Option Grant to President [ ] [ ] [ ]
and Chief Executive Officer - - -
FOR AGAINST ABSTAIN
5. Amentment to the 1987 Stock Option Plan [ ] [ ] [ ]
- - -
6. IN THEIR DISCRETION on any other matter which may properly come before the
meeting, including any adjournment thereof.
Please sign, date and promptly return this proxy in the enclosed envelope. No
postage is required if mailed in the United States. Please sign exactly as
your name appears in the space on the left. If stock is registered in more
than one name, each holder should sign. When signing as an attorney,
administrator, executor, guardian or trustee, please add your title as such.
If executed by a corporation, the proxy must be signed by a duly authorized
officer, and his title should appear next to his signature.)
Signature(s) ___________________________ Date _______________________________
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such. If a corporation, sign in
full corporate name by President
or other authorized officer. If a
partnership, sign in partnership
name by authorized person.
PLEASE COMPLETE, SIGN, DATE AND MAIL PROMPTLY TO DANAHER
CORPORATION, C/O ___________________________________________________
IN THE ENCLOSED ENVELOPE.
ACQUIRING PERSON STATEMENT
Pursuant to Section 1701.831 of
the Ohio Revised Code*
ACME-CLEVELAND CORPORATION
(Name of Issuing Public Corporation)
30100 Chagrin Blvd., Suite 100
Pepper Pike, Ohio 44124
(Address of Principal Executive Offices)
WEC ACQUISITION CORPORATION
AND
DANAHER CORPORATION
(Acquiring Persons)
This Acquiring Person Statement is being delivered to Acme-Cleveland
Corporation, an Ohio corporation (the "Company"), pursuant to Section 1701.831
of the Ohio Revised Code by WEC Acquisition Corporation, a Delaware corporation
("Purchaser") and a wholly owned subsidiary of Danaher Corporation, a Delaware
corporation ("Parent"), and Parent, and relates to the transactions contemplated
by the tender offer by Purchaser to purchase all outstanding common shares, par
value $1 per share ("Common Shares"), and all outstanding Series A Convertible
Preferred Shares, without par value (the "Preferred Shares" and, together with
the Common Shares, the "Shares"), at a price of $27 per Share net to the seller
in cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated March 7, 1996 (the "Offer to Purchase"), a copy of which is
attached hereto as Exhibit A and incorporated by reference herein.
ITEM 1. IDENTITY OF THE ACQUIRING PERSON.
The acquiring persons are Purchaser and Parent. The address of the
principal executive offices of Purchaser and Parent are 1250 24th Street, N.W.,
Suite 800, Washington, D.C. 20037.
- ------------
* Notwithstanding the making and delivery of this Statement, all rights are
reserved (i) to challenge the constitutionality of all or any part of Section
1701.831 and related provisions of the Ohio Revised Code and their application
to the Offer to Purchase and/or (ii) to seek an amendment to the Regulations of
Road providing that Section 1701.831 and related provisions of the Ohio Revised
Code do not apply to control share acquisitions of Shares, including pursuant to
the Offer to Purchase.
The information set forth in the Introduction and "Certain Information
Concerning Parent and the Purchaser" of the Offer to Purchase is incorporated
herein by reference.
ITEM 2. DELIVERY OF ACQUIRING PERSON STATEMENT.
This Acquiring Person Statement is given pursuant to Section 1701.831 of
the Ohio Revised Code.
Purchaser and Parent hereby request that the special meeting of the
shareholders of the Company, which is required to be called by the directors of
the Company pursuant to division (C) of Section 1701.831 of the Ohio Revised
Code as a result of the delivery of this Acquiring Person Statement, be held no
sooner than thirty (30) days after the Company's receipt of this Acquiring
Person Statement.
ITEM 3. OWNERSHIP OF SHARES BY ACQUIRING PERSON.
Purchaser and Parent directly or indirectly own 305,000 Common Shares
and no Preferred Shares.
ITEM 4. RANGE OF VOTING POWER.
Purchaser and Parent propose to acquire all of the outstanding Shares in
accordance with and as contemplated by the terms of the Offer to Purchase. The
proposed control share acquisition, if consummated, would result in the
acquisition of a majority or more of the voting power as described in
subparagraph (c) of paragraph (Z)(1) of Section 1701.01 of the Ohio Revised
Code.
ITEM 5. TERMS OF THE PROPOSED CONTROL SHARE ACQUISITION.
The information set forth in the Introduction, "Terms of the Offer",
"Source and Amount of Funds", "Background of the Offer", "Purpose of the Offer,
Plans for the Company", and "Certain Conditions of the Offer" of the Offer to
Purchase is incorporated herein by reference.
ITEM 6. REPRESENTATIONS OF LEGALITY; FINANCIAL CAPACITY.
Purchaser and Parent represent that the proposed control share
acquisition will not be contrary to law and that they have the financial
capacity to make such proposed control share acquisition. The information
contained in "Certain Legal Matters" and "Source and Amount of Funds" of the
Offer to Purchase is incorporated herein by reference.
WEC Acquisition Corporation
Dated: March 7, 1996 By: /s/ C. Scott Brannan
------------------------
Name: C. Scott Brannan
Title: Vice President
Administration and
Controller
Danaher Corporation
Dated: March 7, 1996 By: /s/ C. Scott Brannan
------------------------
Name: C. Scott Brannan
Title: Vice President
and Secretary