SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
EXIDE ELECTRONICS GROUP, INC.
(Name of Subject Company)
EXIDE ELECTRONICS GROUP, INC.
(Name of Person Filing Statement)
Common Stock, Par Value $.01 Per Share
(and Associated Preferred Stock Purchase Rights)
(Title of Class of Securities)
302052 6 10 5
(CUSIP Number of Class of Securities)
Series G Convertible Preferred Stock,
Par Value $.01 Per Share
(Title of Class of Securities)
Not Available
(CUSIP Number of Class of Securities)
Warrants to Purchase Shares of Common Stock
(Title of Class of Securities)
302052 6 11 3
(CUSIP Number of Class of Securities)
Nicholas J. Costanza
Vice President, Chief Administrative Officer,
General Counsel and Secretary
Exide Electronics Group, Inc.
8609 Six Forks Road
Raleigh, North Carolina 27615
(919) 872-3020
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications
on Behalf of the Person Filing Statement)
COPY TO:
David M. Silk, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
ITEM 1. SECURITY AND SUBJECT COMPANY.
This Amendment No. 2 to Schedule 14D-9 Solicitation/
Recommendation Statement amends and supplements the Schedule
14D-9 Solicitation/Recommendation Statement (as amended or
supplemented from time to time, this "Schedule 14D-9") filed by
Exide Electronics Group, Inc. (the "Company") with the Securi-
ties and Exchange Commission (the "Commission") on July 22,
1997 as amended by Amendment No. 1 to Schedule 14D-9 Solicita-
tion Recommendation Statement filed by the Company with the
Commission on July 24, 1997. This Schedule 14D-9 relates to
the tender offer of PQR Acquisition Corporation, a subsidiary
of Danaher Corporation.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT
COMPANY
On October 16, 1997, the Company, BTR plc and BTR Acquisi-
tion Corporation, a subsidiary of BTR plc (together with BTR
plc, "BTR") executed a definitive merger agreement (the "Merger
Agreement") providing for, among other things, the acquisition
of the Company by BTR at a price of $29.00 per share of common
stock and $15.525 per warrant to purchase one common share. A
press release was issued by the Company and BTR on October 16,
1997, which press release is filed herewith as Exhibit 32 and
is incorporated herein by reference. In connection with the
execution of the Merger Agreement, the Company amended its
preferred stock purchase rights agreement (the "Rights
Agreement") to exempt BTR and its affiliates from the
definition of "Acquiring Person" to the extent of BTR's
acquisition of the Company's securities pursuant to the Merger
Agreement and the transactions contemplated thereby. The form
of such amendment to the Rights Agreement is filed herewith as
Exhibit 33 and is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 32 -- Text of Press Release issued by Exide Elec-
tronics Group, Inc., dated October 16, 1997
Exhibit 33 -- Form of Amendment No. 3 to Rights Agreement
SIGNATURE
After reasonable inquiry and to the best of my knowl-
edge and belief, the undersigned certifies that the information
set forth in this statement is true, complete and correct.
EXIDE ELECTRONICS GROUP, INC.
By: /s/ Marty R. Kittrell
Name: Marty R. Kittrell
Title: Vice President and
Chief Financial
Officer
Dated: October 16, 1997