Hach Co – ‘S-4’ on 3/26/98 – EX-99

As of:  Thursday, 3/26/98   ·   Accession #:  1047469-98-11768   ·   File #:  333-48729

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Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a               215    905K 
                          Business-Combination Transaction                       
 2: EX-2.A      Plan of Acquisition, Reorganization, Arrangement,     72    289K 
                          Liquidation or Succession                              
 3: EX-5        Opinion re: Legality                                   2     13K 
 4: EX-8        Opinion re: Tax Matters                               15     51K 
 5: EX-10.M     Material Contract                                      8     30K 
 6: EX-10.N     Material Contract                                      4     18K 
 7: EX-10.O     Material Contract                                     15     61K 
 8: EX-21       Subsidiaries of the Registrant                         1      6K 
 9: EX-23.C     Consent of Experts or Counsel                          1      7K 
10: EX-23.D     Consent of Experts or Counsel                          1      7K 
11: EX-99       Miscellaneous Exhibit                                  2     12K 

EX-99   —   Miscellaneous Exhibit

EX-99
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                                                                      EXHIBIT 99
ENVIRONMENTAL TEST SYSTEMS, INC.  
23575 COUNTY ROAD 106 
ELKHART, INDIANA  46514-0659  
___________________________ 

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS 
TO BE HELD _____________, 1998  

To The Shareholders Of Environmental Test Systems, Inc.:                        

NOTICE IS HEREBY GIVEN that a Special Meeting of the Shareholders of  
Environmental Test Systems, Inc., an Indiana corporation ("ETS"), will be       
held at the principal offices of ETS located at 23575 County Road 106,          
Elkhart, Indiana, on ____________, ____, 1998, at 8:00 a.m., local time (the    
"Special Meeting"), for the following purpose:                                  

        To consider a vote upon a proposal to approve the merger of ETS into
   Hach Acquisition Corp. ("HAC"), a wholly owned subsidiary of Hach Company
("Hach"), a Delaware corporation pursuant to an Agreement and Plan of 
Merger dated as of January 21, 1998, as amended March __, 1998 (the   
  "Merger Agreement"), among Hach, HAC and ETS, pursuant to which (a) each
outstanding share of ETS Class A Common Stock will be converted into  
shares of Hach Common Stock, (b) each outstanding share of ETS Class B
  Common Stock will be converted into cash and shares of Hach Common Stock
and Hach Class A Common Stock and (c) ETS will be merged into HAC and 
  become a wholly-owned subsidiary of Hach, all as more fully described in
the accompanying Proxy Statement/Prospectus.                          

A copy of the Merger Agreement is attached to the accompanying Proxy  
Statement/Prospectus as Appendix A.                                             

    Only shareholders of record at the close of business on _________________,
1998 are entitled to notice of, and to vote at, the Special Meeting and at any  
and all adjournments or postponements thereof.                                  

  Shareholders are cordially invited to attend the Special Meeting.  It is
important that your shares of ETS Common Stocks be represented at the Special   
Meeting regardless of the number of shares you hold.  You are urged to cast     
your vote by marking, dating and signing the enclosed proxy card and            
returning it in the enclosed business reply envelope.  No postage is required   
if mailed in the United States.  If you wish to vote in accordance with the     
recommendation of the ETS Board of Directors, all you need to do is date and    
sign the proxy card and return it in the enclosed envelope.                     

               By order of the Board of Directors,

Mark J. Stephenson  
President           

___________________, 1998                                                       

Your vote is important.  Please complete and return your proxy promptly.

THE AFFIRMATIVE VOTE OF HOLDERS OF A MAJORITY OF THE OUTSTANDING SHARES OF      
EACH CLASS OF THE ETS COMMON STOCKS, VOTING SEPARATELY, IS REQUIRED FOR         
APPROVAL OF THE MERGER.  REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE SPECIAL   
MEETING, PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE        
PROVIDED. PLEASE DO NOT SEND STOCK CERTIFICATES AT THIS TIME.                   

EX-99
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PROXY 

ENVIRONMENTAL TEST SYSTEMS, INC.  

SPECIAL MEETING OF SHAREHOLDERS -- _______________ _____, 1998  
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS 

  The undersigned hereby appoint(s) ________________ and ________________,
and each of them, each with the power of substitution, as proxies and agent     
("Proxy Agents"), in the name of the undersigned to represent and to vote as    
designated below all of the shares of Common Stock of ENVIRONMENTAL TEST        
SYSTEMS, INC. ("ETS"), held of record by the undersigned on __________ ,        
________________ ____, 1998, at a Special Meeting of Shareholders to be held    
on _______________, ________________ ____, 1998, and any adjournment(s)         
thereof, the undersigned herewith ratifying all that such Proxy Agents may do   
so.  The undersigned further acknowledges receipt of the Notice of Special      
Meeting dated _______________ ____, 1998 and the Proxy Statement/Prospectus     
dated ______________ ____, 1998 of ETS.                                         

  THIS PROXY, WHEN PROPERLY EXECUTED AND RETURNED TO ETS, WILL BE VOTED IN
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER(S).  IF NO            
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1.                     

1.   Proposal to approve the merger of ETS into Hach Acquisition Corp.
("HAC"), a wholly owned subsidiary of Hach Company ("Hach"), a Delaware         
corporation pursuant to an Agreement and Plan of Merger dated as of January     
21, 1998, as amended March ____, 1998 (the "Merger Agreement"), among Hach,     
HAC and ETS, pursuant to which (a) each outstanding share of ETS Class A        
Common Stock will be converted into shares of Hach Common Stock, (b) each       
outstanding share of ETS Class B Common Stock will be converted into cash and   
shares of Hach Common Stock and Hach Class A Common Stock and (c) ETS will be   
merged into HAC and become a wholly-owned subsidiary of Hach, all as more       
fully described in the accompanying Proxy Statement/Prospectus.                 

For            Against             Abstain                  

/ /              / /                 / /                    

              Dated:  _______________ ____, 1998

                      Signature: _______________________________

                      Signature: _______________________________

                   PLEASE DATE AND SIGN exactly as name(s)
                        appears on the envelope addressed to you and
                       return promptly in the accompanying prepaid
                         envelope. If shares are held by joint tenants
                       or as community property, both shareholders
should sign.        

Dates Referenced Herein

				Referenced-On Page
This ‘S-4’ Filing		Date		First		Last			Other Filings
		3/27/98							None on these Dates
Filed on:		3/26/98
		1/21/98		1		2
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