SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
April 21, 1999
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Date of Report (Date of earliest event reported)
Hach Company
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(Exact name of registrant as specified in its charter)
Delaware 0-3947 42-0704420
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(State of incorporation) (Commission (IRS Employer
File No.) Identification No.)
5600 Lindbergh Drive, Loveland, Colorado 80537
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(Address of principal executive offices) (Zip code)
(970) 669-3050
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Registrant's telephone number, including area code
ITEM 5. OTHER EVENTS.
On April 21, 1999, Hach Company ("Hach") entered into a definitive
merger agreement pursuant to which Hach will become a wholly-owned subsidiary
of Danaher Corporation ("Danaher"). The merger agreement provides that Hach
shareholders will receive .2987 of a share of Danaher common stock, par value
$.01 per share, for each share of Hach common stock and Class A common stock.
The merger is valued at approximately $18.50 per share to Hach shareholders,
or approximately $325 million, based upon the closing price per share of
Danaher common stock on April 21, 1999, the last trading day prior to
announcement of entry into the merger agreement. The transaction is expected
to be tax-free to the Hach shareholders.
The merger is intended to be accounted for as a pooling of interests,
and its consummation is subject to regulatory review and other customary
conditions, including, among other things, regulatory and governmental
approvals.
In connection with the execution of the merger agreement, certain
stockholders of Hach have signed and delivered a stockholder support
agreement to Danaher with respect to the transaction, pursuant to which on
April 21, 1999, as holders of a majority of the outstanding voting stock of
Hach, acting by written consent under Section 228 of the Delaware General
Corporation Law, they have adopted and approved the merger agreement and the
merger. Danaher will also provide registration rights to certain Hach
stockholders following the merger. Copies of the stockholders support
agreement and the written consent and the form of registration rights
agreement are filed as exhibits to this Form 8-K.
The foregoing description of the merger agreement, stockholders support
agreement, written consent of stockholders of Hach and form of registration
rights agreement is qualified in its entirety by reference to the merger
agreement, a copy of which is attached hereto as Exhibit 2.1, the
stockholders support agreement, a copy of which is attached hereto as Exhibit
99.1, and the written consent, a copy of which is attached hereto as Exhibit
99.2, and the form of registration rights agreement, a copy of which is
attached hereto as Exhibit 99.3, each of which is incorporated herein by
reference.
Hach issued a press release regarding the transaction which is attached
as Exhibit 99.4 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
EXHIBIT 2.1 -- Agreement and Plan of Merger dated as of April 21, 1999
by and among Danaher Corporation, H(2)O Acquisition Corp. and Hach
Company
EXHIBIT 99.1 -- Stockholders Support Agreement dated as of April 21,
1999 by and among Danaher Corporation, Kathryn C. Hach-Darrow and
Bruce Hach
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EXHIBIT 99.2 -- Written Consent of Stockholders of Hach Company dated
April 21, 1999
EXHIBIT 99.3 -- Form of Registration Rights Agreement
EXHIBIT 99.4 -- Press Release dated April 22, 1999 issued by Hach
Company
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
HACH COMPANY
Date: April 28, 1999 By: /s/ Bruce J. Hach
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Bruce J. Hach, President
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