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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO
Tender Offer Statement under Section
14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
Lifschultz Industries, Inc.
(Name of Subject Company)
Saltwater Acquisition Corp.
Danaher Corporation
(Name of Filing Person-Offeror)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
531925 20 4
(CUSIP Number of Class of Securities)
Patrick W. Allender
Executive Vice President,
Chief Financial Officer and Secretary
1250 24th Street, N.W.
Washington, D.C. 20037
Telephone: (202) 828-0850
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Mark A. Dewire, Esq.
Wilmer, Cutler & Pickering
2445 M Street, NW
Washington, D.C. 20037-1420
Telephone: (202) 663-6000
CALCULATION OF FILING FEE
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Transaction Valuation Amount of Filing Fee
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Not applicable Not applicable
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|_| Check box if any part of the fee is offset as provided by Rule 0- 11 (a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: None.
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
x Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
x third-party tender offer subject to Rule 14d-1.
|_| issuer tender offer subject to Rule 13e-4.
|_| going-private transaction subject to Rule 13e-3.
|_| amendment to Schedule 13D under Rule l3d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: |_|
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ITEM 12 EXHIBITS
Exhibit 99.1 Text of Press Release issued on May 16, 2001
Exhibit 99.2 Text of Press Release issued on May 16, 2001
EXHIBIT INDEX
Exhibit 99.1 Text of Press Release issued on May 16, 2001
Exhibit 99.2 Text of Press Release issued on May 16, 2001
Exhibit 99.1
FOR IMMEDIATE RELEASE CONTACT: PATRICK W. ALLENDER
CHIEF FINANCIAL OFFICER
(202) 828-0850
DANAHER CORPORATION ANNOUNCES AGREEMENT TO ACQUIRE
LIFSCHULTZ INDUSTRIES, INC.
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Washington, D.C., May 16, 2001 -- Danaher Corporation (NYSE:DHR) announced
today that it has entered into a definitive merger agreement with Lifschultz
Industries, Inc. (NASD:LIFF) to acquire all of its 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, New York, 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
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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 Danaher'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.
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Exhibit 99.2
For more information:
Larry Wilson
Public Relations Manager
(425) 446-5671
larry.wilson@fluke.com
Fluke Corporation to Acquire Hart Scientific, Inc.
Temperature calibration leader expands Fluke's
line of precision measurement products and services
EVERETT, WA -- Fluke Corporation, part of the Danaher (NYSE: DHR) family of
companies and a worldwide leader in portable, professional electronic test
tools, today announced that Danaher intends to acquire Lifschultz Industries,
Inc. (NASDAQ: LIFF), including its wholly owned operating subsidiary, Hart
Scientific, Inc. Hart Scientific designs, manufactures, and markets scientific
and industrial temperature measurement and calibration equipment at its facility
in American Fork, Utah.
Under the agreement, Hart will become part of the Fluke Precision Measurement
group while continuing to do business as Hart Scientific, Inc.
"Hart Scientific has earned a reputation as the premier supplier of temperature
calibration products," said Tom Johnson, precision measurement business unit
manager of Fluke Corporation. "Our own reputation in precision measurement has
been built on excellence in dc and low frequency ac calibration, and we are
committed to maintaining that focus while moving into new growth areas. Adding
the Hart portfolio of products will allow us to address more customers' needs as
we continue to build our range of calibration products and services." Fluke
Precision Measurement encompasses a broad selection of standards, calibrators,
data loggers, general-purpose test instruments, software, training, and global
support and service.
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"We are happy we found a partner who matched our commitment to the customer, and
who could help us achieve a broader worldwide presence in calibration," said Jim
Triplett, Hart's chief executive officer. "As part of the Fluke organization, we
can grow much faster than we could on our own. We are excited about the
opportunity to provide more service to our existing customers and to expand our
reach to more customers around the world."
"This really is a great fit for both companies," confirms Jim Lico, Fluke
president, "Our customers will be the real winners as we continue to develop
new products and services. This is another step in our efforts at Fluke to
expand our range of test tools solutions for our customers and to grow our
business."
Temperature measurement
The Hart Scientific product line includes primary standards, thermometer
readouts and probes, temperature baths, industrial calibrators and software.
Primary and secondary laboratories as well as a growing number of
manufacturing companies who rely on precise temperature controls for
manufacturing processes, use the equipment. These industries include
pharmaceuticals, petrochemical and food products.
Lifschultz had revenues of $19 million in their last fiscal year, ending July
31, 2000. Growth was fueled by an expanding market for its products, the
introduction of new products and sales into new geographies. Hart Scientific and
its manufacturing center are based in American Fork, Utah, employing
approximately 100 people. Under the acquisition agreement Hart's operations will
continue to be based in Utah.
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Danaher intends to commence a tender offer for Lifschultz's outstanding shares.
The offer will be subject to certain conditions, including that at least a
majority of Lifschultz's outstanding shares, on a fully diluted basis, are
tendered without withdrawal prior to the expiration of the offer and clearance
of the transaction under applicable governmental agencies' regulations. The
transaction is scheduled to close upon final regulatory approval.
Lifschultz Industries
Founded in 1987, Lifschultz Industries designs, manufactures, and markets
scientific and industrial instrumentation and instrument calibration equipment.
Most of the company's revenues are from its operating subsidiary Hart
Scientific, Inc. and Hart Scientific's subsidiary, Calorimetry Sciences
Corporation. For more information contact Hart Scientific Inc. at 801-763-1600,
or e-mail chris_juchau@hartscientific.com.
Fluke Corporation
Fluke Corporation is the leader in compact, professional electronic test tools,
calibration equipment and software. Fluke products are used by technicians and
engineers in service, installation, maintenance, manufacturing test and quality
functions in a variety of industries throughout the world. Founded in 1948,
Fluke has over 2,400 employees worldwide and distributes its products in over
100 countries. The company's international headquarters are in Everett, WA, USA,
with European sales and service headquarters located in Eindhoven, The
Netherlands. Fluke is a wholly owned subsidiary of Danaher Corporation.
For more information on Fluke Precision Measurement products and services,
contact Fluke Corporation, P.O. Box 9090, Everett, WA USA 98206, call (888) 492-
7554, fax (425) 446-5116 or e-mail: fluke-info@fluke.com. Visit Fluke's web site
at http://www.fluke.com. In Europe, call or write Fluke Europe B.V., P.O. Box
1186, Eindhoven, The Netherlands, (31 40) 2 675 200 or fax (31 40) 2 675 222.
From all other countries, call Fluke, Everett, WA USA (425) 446-5500, or fax
(425) 446-5116.
All stockholders should read the tender offer statement concerning the
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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
Danaher'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.
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