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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
AMENDMENT NO.3
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
SYBRON DENTAL SPECIALTIES, INC.
(Name of Subject Company)
DANAHER CORPORATION
SMILE ACQUISITION CORP.
(Name of Filing Persons--Offerors)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
(Title of Class of Securities)
871142105
(CUSIP Number of Class of Securities)
Daniel L. Comas
Executive Vice President and Chief Financial Officer
Danaher Corporation
2099 Pennsylvania Avenue, NW
12th Floor
Washington, D.C. 20006
(202) 828-0850
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
-Copies to-
Trevor S. Norwitz, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
(212) 403-1000
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CALCULATION OF FILING FEE
Transaction Valuation Amount of Filing Fee
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2,046,908,434* $219,019*
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* Estimated for purposes of calculating the amount of the filing fee only.
The calculation of the filing fee is described on the cover page to the
Schedule TO filed on April 18, 2006.
[X] Check the 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: $219,019 Filing Party: Danaher Corporation
Form or Registration No.: Schedule TO Date Filed: April 18, 2006
[_] 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 13d-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. 3 amends and supplements the Tender Offer
Statement on Schedule TO, as amended, (the "SCHEDULE TO"), originally filed with
the Securities and Exchange Commission on April 18, 2006 and as amended and
supplemented by Amendment No. 1 on April 21, 2006 and Amendment No. 2 on April
26, 2006, by Danaher Corporation ("DANAHER"), a Delaware corporation, and Smile
Acquisition Corp. ("PURCHASER"), a Delaware corporation and an indirect wholly
owned subsidiary of Danaher. The Schedule TO relates to the offer by Purchaser
to purchase any and all of the outstanding shares of common stock, par value
$0.01 per share (the "SHARES"), of Sybron Dental Specialties, Inc., a Delaware
corporation ("SYBRON"), for $47.00 per Share, net to the seller in cash, upon
the terms and subject to the conditions set forth in the Offer to Purchase,
dated April 18, 2006 (the "OFFER TO PURCHASE"), and in the related Letter of
Transmittal. Copies of the Offer to Purchase and the related Letter of
Transmittal are filed with the Schedule TO as exhibits (a)(1)(A) and (a)(1)(B),
respectively. Capitalized terms used and not defined herein shall have the
meanings assigned such terms in the Offer to Purchase and Schedule TO.
The Schedule TO, which incorporates by reference the
information contained in the Offer to Purchase, is hereby amended and
supplemented as follows:
On April 21, 2006, Danaher and Purchaser filed with the
Securities and Exchange Commission (as Exhibit (a)(5)(C) to Amendment No. 1 to
the Schedule TO) an excerpt (the "EXCERPT") from the transcript of Danaher's
first quarter 2006 earnings call on April 20, 2006, which included certain
references to the proposed Sybron transaction. The audio version of this
earnings call is available on Danaher's website until May 15, 2006.
Exhibit (a)(5)(C) is hereby replaced in its entirety with the
amended and restated Exhibit (a)(5)(C) attached hereto in order to correct
certain immaterial transcription errors in the Excerpt and, in particular, to
include the following corrected statement by Danaher President and Chief
Executive Officer H. Lawrence Culp, Jr.:
"Larry Culp: ... But again, I think in the case of Sybron,
they were in the process of a[n] organizational transition themselves, a CEO
succession, Dan Even their [COO] steps up here and we're excited about having
him take the reins of that business with us".
By this statement, Mr. Culp intended to address Danaher's
expectation and hope that Mr. Even, Sybron's Chief Operating Officer, will
remain with Sybron in a management capacity. Danaher confirms that there is no
agreement, arrangement or understanding between Danaher and Mr. Even (or any
other executive officer of Sybron) with respect to continued employment with
Sybron or Danaher.
The corrected Excerpt filed as Exhibit (a)(5)(C) hereto is
incorporated herein by reference.
On May 3, 2006, Danaher issued a press release announcing the early
termination of HSR Act waiting period in connection with acquisition of Sybron,
a copy of which is filed as Exhibit (a)(5)(D) hereto and is incorporated herein
by reference.
ITEM 12. Exhibits
Item 12 of the Schedule TO is hereby amended by adding thereto the
following:
(a)(5)(D) Text of Press Release issued by Danaher dated May 3, 2006.
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 3, 2006
DANAHER CORPORATION
By: /s/ Daniel L. Comas
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Name: Daniel L. Comas
Title: Executive Vice President and
Chief Financial Officer
SMILE ACQUISITION CORP.
By: /s/ Daniel L. Comas
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Name: Daniel L. Comas
Title: President
EXHIBIT INDEX
*(a)(1)(A) Offer to Purchase, dated April 18, 2006.
*(a)(1)(B) Form of Letter of Transmittal.
*(a)(1)(C) Form of Notice of Guaranteed Delivery.
*(a)(1)(D) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
*(a)(1)(E) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
*(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
(a)(2) Not applicable.
(a)(3) Not applicable.
(a)(4) Not applicable.
*(a)(5)(A) Text of press release issued by Danaher dated April 12, 2006.
*(a)(5)(B) Form of summary advertisement dated April 18, 2006.
*(a)(5)(C) Excerpt from transcript of Danaher's first quarter 2006 earnings
call, dated April 20, 2006.
(a)(5)(D) Text of Press Release issued by Danaher dated May 3, 2006.
*(a)(6)(A) Complaint titled Dolphin Limited Partnership I, L.P. et al. v.
Sybron Dental Specialties, Inc. et al., filed on April 24, 2006,
in the Superior Court of the State of California, County of
Orange, Case No. 06CC00082.
*(b)(1) Credit Agreement, dated as of April 25, 2006, among Danaher
Corporation and Bank of America, N.A., et al.
*(b)(2) US$700,000,000 364 Day Revolving Credit Facility for Danaher
Corporation, dated April 11, 2006, by UBS Loan Finance LLC.
*(d)(1) Agreement and Plan of Merger, dated as of April 12, 2006,
between Danaher, the Purchaser and Sybron.
*(d)(2) Confidentiality Agreement, dated as of March 13, 2006, between
Danaher and Sybron.
(g) None.
(h) Not applicable.
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* Previously filed.