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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
AMENDMENT NO. 4
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. 4 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, Amendment No. 2 on April 26,
2006 and Amendment No. 3 on May 3, 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 May 5, 2006, an agreement in principle was reached to settle a
class action law suit filed on April 24, 2006 by Dolphin Limited Partnership
I, L.P. and other parties, in the Superior Court of the State of California,
Orange County. The settlement resolves allegations by the plaintiffs against
Danaher, Sybron and Sybron's directors, in connection with the tender offer,
and includes no admission of wrongdoing. Under the terms of the settlement,
the parties have agreed to reduce the termination fees associated with the
transaction. In addition, the parties have agreed that Sybron's shareholders
rights plan and other contractual restrictions will not be applicable to tender
offers offering Sybron's shareholders above $47 in cash by third parties who
sign and deliver the same merger agreement that Danaher has signed and comply
with certain other conditions. A copy of the Memorandum of Understanding is
filed as Exhibit (a)(6)(B) hereto and is incorporated herein by reference.
On May 5, 2006, Danaher and Sybron issued a press release announcing
the settlement, a copy of which is filed as Exhibit (a)(5)(E) 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)(E) Text of press release issued by Danaher and Sybron dated May 5,
2006.
(a)(6)(B) Memorandum of Understanding dated May 5, 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 5, 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)(5)(E) Text of press release issued by Danaher and Sybron dated May 5,
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.
(a)(6)(B) Memorandum of Understanding, dated May 5, 2006.
*(b)(1) Credit Agreement, dated as of April 25, 2006, among Danaher
Corporation and Bank of America, N.A., et al.
*(b)(2) Commitment letter with respect to a 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.