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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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$28,471,568 $5,695
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* Based on the offer to purchase all of the outstanding shares of common stock
of Lifschultz Industries, Inc. at a purchase price of $22.80 cash per share,
1,107,835 shares issued and outstanding (not incuding an aggregate of 20,641
issued and outstanding shares held by subsidiaries of Lifschultz, which will not
be tendered and will be canceled without consideration as of the effective time
of the merger), and outstanding options with respect to 160,884 shares, in each
case as of May 15, 2001.
[_] 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.
[_] 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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This Tender Offer Statement on Schedule TO is filed by Danaher Corporation,
a Delaware corporation ("Danaher"), and Saltwater Acquisition Corp., a Delaware
corporation and an indirect, wholly-owned subsidiary of Danaher (the
"Purchaser"). This Schedule TO relates to the offer by the Purchaser to purchase
all outstanding shares of common stock, par value $0.001 per share (the
"Shares"), of Lifschultz Industries, Inc., a Delaware corporation ("Lifschultz")
at $22.80 per Share, net to the seller in cash, upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated May 22, 2001 (the
"Offer to Purchase") and in the related Letter of Transmittal, copies of which
are attached hereto as Exhibits (a)(1) and (a)(2), respectively, (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer"). The information set forth in the Offer to Purchase and in the related
Letter of Transmittal is incorporated herein by reference with respect to Items
1 through 9 and 11 of this Schedule TO. The Agreement and Plan of Merger, dated
as of May 15, 2001, among Lifschultz, Danaher and the Purchaser, a copy of which
is attached hereto as Exhibit (d)(1), the Confidentiality Agreement, dated
February 27, 2001, between Danaher and Lifschultz, a copy of which is attached
hereto as Exhibit (d)(2), the Stockholders' Agreement, dated May 15, 2001, among
Danaher, David K. Lifschultz, Sidney B. Lifschultz, Lawrence Lifschultz, David
A. Berman, the Sidney B. Lifschultz 1992 Family Trust, Michael Hirst and J.
Randall Owen, a copy of which is attached hereto as Exhibit (d)(3), the
Consulting Agreement, dated May 15, 2001 between James C. Triplett and Fluke
Electronics Corporation, a copy of which is attached hereto as Exhibit (d)(4),
the Consulting Agreement, dated May 15, 2001 between David K. Lifschultz and
Fluke Electronics Corporation, a copy of which is attached hereto as Exhibit
(d)(5), the Employment Severance and Consulting Agreement, dated May 15, 2001
between J. Randall Owen and Fluke Electronics Corporation, a copy of which is
attached hereto as Exhibit (d)(6), the Agreement, dated May 15, 2001 between
Dennis Hunter and Fluke Electronics Corporation, a copy of which is attached
hereto as Exhibit (d)(7), and the Termination Agreement, dated May 15, 2001
between James C. Triplett and Lifschultz Industries, Inc., a copy of which is
attached hereto as Exhibit (d)(8), are each incorporated herein by reference
with respect to Items 5 and 11 of this Schedule TO.
Item 3. Identity and Background of Filing Person.
None of Danaher, the Purchaser or, to the best knowledge of such
corporations, any of the persons listed on Schedule I to the Offer to Purchase,
has during the last five years (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been a party to
any judicial or administrative proceeding (except for matters that were
dismissed without sanction or settlement) that resulted in a judgment, decree or
final order enjoining the person from future violations of, or prohibiting
activities subject to, federal or state securities laws or finding any violation
of such laws.
Item 10. Financial Statements of Certain Bidders.
Not applicable.
Item 12. Exhibits.
(a)(1) Offer to Purchase, dated May 22, 2001.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(6) Text of press release issued by Danaher dated May 16, 2001 (filed with
the Securities and Exchange Commission under cover of Schedule TO-C by
Danaher on May 16, 2001 and incorporated herein by reference).
(a)(7) Text of press release issued by Fluke Corporation dated May 16, 2001
(filed with the Securities and Exchange Commission under cover of
Schedule TO-C by Danaher on May 16, 2001 and incorporated herein by
reference).
(a)(8) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(9) Form of summary advertisement dated May 22, 2001.
(d)(1) Agreement and Plan of Merger, dated May 15, 2001, among Danaher, the
Purchaser and Lifschultz.
(d)(2) Confidentiality Agreement, dated February 24, 2001, between Danaher and
Lifschultz.
(d)(3) Stockholders' Agreement, dated May 15, 2001, among Danaher, David K.
Lifschultz, Sidney B. Lifschultz, Lawrence Lifschultz, David A. Berman,
the Sidney B. Lifschultz 1992 Family Trust, Michael Hirst and J. Randall
Owen.
(d)(4) Consulting Agreement, dated May 15, 2001, between James C. Triplett and
Fluke Electronics Corporation.
(d)(5) Consulting Agreement, dated May 15, 2001, between David K. Lifschultz
and Fluke Electronics Corporation.
(d)(6) Employment Severance and Consulting Agreement, dated May 15, 2001,
between J. Randall Owen and Fluke Electronics Corporation.
(d)(7) Agreement, dated May 15, 2001, between Dennis Hunter and Fluke
Electronics Corporation.
(d)(8) Termination Agreement, dated May 15, 2001, between James C. Triplett and
Lifschultz.
(g) None.
(h) Not applicable.
Item 13. Information Required by Schedule 13E-3.
Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: May 22, 2001.
SALTWATER ACQUISITION CORP.
By /s/ Patrick W. Allender
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Name: Patrick W. Allender
Title: Director and Authorized Person
DANAHER CORPORATION
By /s/ Patrick W. Allender
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Name: Patrick W. Allender
Title: Executive Vice President,
Chief Financial Officer and Secretary
EXHIBIT INDEX
(a)(1) Offer to Purchase, dated May 22, 2001.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(6) Text of press release issued by Danaher dated May 16, 2001 (filed with
the Securities and Exchange Commission under cover of Schedule TO-C by
Danaher on May 16, 2001 and incorporated herein by reference).
(a)(7) Text of press release issued by Fluke Corporation dated May 16, 2001
(filed with the Securities and Exchange Commission under cover of
Schedule TO-C by Danaher on May 16, 2001 and incorporated herein by
reference).
(a)(8) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(9) Form of summary advertisement dated May 22, 2001.
(d)(1) Agreement and Plan of Merger, dated May 15, 2001, among Danaher, the
Purchaser and Lifschultz.
(d)(2) Confidentiality Agreement, dated February 24, 2001, between Danaher and
Lifschultz.
(d)(3) Stockholders' Agreement, dated May 15, 2001, among Danaher, David K.
Lifschultz, Sidney B. Lifschultz, Lawrence Lifschultz, David A. Berman,
the Sidney B. Lifschultz 1992 Family Trust, Michael Hirst and J. Randall
Owen.
(d)(4) Consulting Agreement, dated May 15, 2001, between James C. Triplett and
Fluke Electronics Corporation.
(d)(5) Consulting Agreement, dated May 15, 2001, between David K. Lifschultz
and Fluke Electronics Corporation.
(d)(6) Employment Severance and Consulting Agreement, dated May 15, 2001,
between J. Randall Owen and Fluke Electronics Corporation.
(d)(7) Agreement, dated May 15, 2001, between Dennis Hunter and Fluke
Electronics Corporation.
(d)(8) Termination Agreement, dated May 15, 2001, between James C. Triplett and
Lifschultz.
(g) None.
(h) Not applicable.