SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20459
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
LIFSCHULTZ INDUSTRIES, INC.
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(Name of Subject Company)
LIFSCHULTZ INDUSTRIES, INC.
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(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
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(Title of Class of Securities)
531925 20 4
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(CUSIP Number of Class of Securities)
DAVID K. LIFSCHULTZ
CHIEF EXECUTIVE OFFICER
LIFSCHULTZ INDUSTRIES, INC.
641 WEST 59TH STREET
NEW YORK, NY 10019
(212) 397-7788
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Name, address and telephone number of person
authorized to receive notice and communications
on behalf of the person(s) filing statement)
COPY TO:
HOWARD YOUNG, ESQ.
JONES, WALDO, HOLBROOK & McDONOUGH, PC
1500 WELLS FARGO PLAZA
170 SOUTH MAIN STREET
SALT LAKE CITY, UTAH 84101
(801) 521-3200
[X] Check box if filing relates solely
to preliminary communications made
before the commencement of a tender
offer
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ITEM 9. EXHIBITS
Exhibit 1 Press Release issued by Lifschultz Industries, Inc. on May 16, 2001.
CONTACT: DENNIS R. HUNTER
PRESIDENT
(801) 794-2600
LIFSCHULTZ INDUSTRIES ANNOUNCES AGREEMENT TO BE ACQUIRED
BY DANAHER CORPORATION
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New York, NY, May 16, 2001 - Lifschultz Industries, Inc. (NASD:LIFF)
announced today that it has entered into a definitive merger agreement with
Danaher Corporation (NYSE:DHR) for Danaher Corporation's acquisition all of
Lifschultz Industries, Inc.'s outstanding shares at a cash price of $22.80 per
share. The transaction has a total value of approximately $33 million including
assumption of debt.
Lifschultz Industries, Inc., headquartered in New York, NY, through its
only operating subsidiary, Hart Scientific, Inc. ("Hart"), designs,
manufactures, and markets scientific and industrial temperature measurement
calibration equipment and calorimetry instrumentation. Hart had FY2000 revenues
of approximately $19 million. Danaher expects the acquisition to be neutral to
2001 earnings.
Under the merger agreement, Danaher will commence a tender offer for
Lifschultz's outstanding shares, which will be subject to certain conditions,
including at least a majority of Lifschultz's outstanding shares, on a fully
diluted basis, being tendered without withdrawal prior to the expiration of the
offer, and clearance of the transaction under applicable governmental agencies'
regulations being obtained. Shareholders who own or have voting and investment
control over more than 40 percent of Lifschultz's outstanding shares have
executed agreements with Danaher to tender their shares.
Danaher Corporation is a leading manufacturer of Process/Environmental
Controls and Tools and Components (www.danaher.com).
All stockholders should read the tender offer statement concerning the
tender offer that will be filed by Danaher, and the solicitation/ recommendation
statement that will be filed by Lifschultz, with the Securities and Exchange
Commission (SEC) and mailed to stockholders. These statements will contain
important information that stockholders should consider before making any
decision regarding tendering their shares. Stockholders will be able to obtain
these statements in due course, as well as other filings containing information
about Danaher and Lifschultz, without charge, at the SEC's internet site
(www.sec.gov). Copies of the tender offer and the solicitation/recommendation
statements and other SEC filings can also be obtained, without charge, from
Lifshultz's Corporate Secretary.
Statements in this release that are not strictly historical may be
"forward-looking" statements, which involve risks and uncertainties. These
include economic and currency conditions, market demand, pricing, and
competitive and technological factors, among others, as set forth in the
companies' respective SEC filings.