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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
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
2099 Pennsylvania Avenue, NW, 12th Floor
Washington, D.C. 20006-1813
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
[_] 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 Amendment No. 1 (the "Amendment") amends and supplements the Tender
Offer Statement on Schedule TO 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"), on May
22, 2001 (the "Schedule TO"), relating 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 as Exhibits (a)(1) and (a)(2), respectively, to the Schedule TO.
All capitalized terms used in this Amendment without definition have the
meanings attributed to them in the Schedule TO.
The Items of the Schedule TO set forth below are hereby supplemented and, as
so supplemented, amended as follows:
Item 7. Source and Amount of Funds or Other Consideration
Item 7 of the Schedule TO, which incorporates by reference the information
contained in the Offer to Purchase, is hereby amended to restate the second
paragraph under Section 12 of the Offer to Purchase in full as follows:
"The funds necessary to close the Offer and the Merger will come from
Danaher's cash on hand."
Item 11. Additional Information
Item 11 of the Schedule TO, which incorporates by reference the information
contained in the Offer to Purchase, is hereby further amended by:
. restating subsection (C) of the first paragraph of Section 14 of the
Offer to Purchase in full as follows:
"(C) any consents from third parties will not have been obtained on
or prior to the Expiration Date, except for those the failure of which to be
obtained would not have a material adverse effect on Lifschultz, or";
. deleting the words found in subsection (D) of the first paragraph of
Section 14 of the Offer to Purchase "prior to the time of acceptance
for payment or payment for any Shares" and replacing the deleted
words with the words "on or prior to the Expiration Date"; and
. restating the first sentence of the second to last paragraph of
Section 14 of the Offer to Purchase in full as follows:
"The foregoing conditions (including those set forth in clauses (A),
(B) and (C) of the initial paragraph) are for the sole benefit of Danaher and
the Purchaser and may be asserted by Danaher or the Purchaser regardless of the
circumstances (including any action or inaction by Danaher or the Purchaser)
giving rise to any such conditions and may be waived by Danaher or the Purchaser
in whole or in part at any time and from time to time (provided that no
individual condition may be reasserted after it has been waived) on or prior to
the Expiration Date, in each case, in the exercise of the sole discretion of
Danaher and the Purchaser and subject to the terms of the Merger Agreement.
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: June 7, 2001.
SALTWATER ACQUISITION CORP.
By /s/ Christopher C. McMahon
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Name: Christopher C. McMahon
Title: Vice President and Secretary
DANAHER CORPORATION
By /s/ Christopher C. McMahon
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Name: Christopher C. McMahon
Title: Vice President - Controller