-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, kDAp8iO1aUsMC0zz/PlzkAW3NxlJneNHUwXi9yWLlrqJqPxkIsVrtWIe5gr1sAIQ QKZJmCQ+nTTQKeZ8/enxKw== 0000313616-95-000009.txt : 19950518 0000313616-95-000009.hdr.sgml : 19950518 ACCESSION NUMBER: 0000313616-95-000009 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950517 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TOTAL CONTAINMENT INC CENTRAL INDEX KEY: 0000913666 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PLASTIC PRODUCTS [3080] IRS NUMBER: 232394872 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44245 FILM NUMBER: 95540633 BUSINESS ADDRESS: STREET 1: 422 BUSINESS CENTER STREET 2: A130 N DRIVE CITY: OAKS STATE: PA ZIP: 19456 BUSINESS PHONE: 6106667777 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DANAHER CORP /DE/ CENTRAL INDEX KEY: 0000313616 STANDARD INDUSTRIAL CLASSIFICATION: AIR COND & WARM AIR HEATING EQUIP & COMM & INDL REFRIG EQUIP [3585] IRS NUMBER: 591995548 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1250 24TH ST NW STREET 2: SUITE 800 CITY: WASHINGTON STATE: DC ZIP: 20037 BUSINESS PHONE: 2028280850 MAIL ADDRESS: STREET 1: 1250 24TH STREET NW STREET 2: SUITE 800 CITY: WASHINGTON STATE: DC ZIP: 20037 FORMER COMPANY: FORMER CONFORMED NAME: DMG INC DATE OF NAME CHANGE: 19850221 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __) * Total Containment, Inc. (Name of Issuer) Common Stock ($0.01 Per Share) (Title of Class of Securities) 89149T 10 1 (CUSIP Number) Patrick W. Allender George P. Stamas, Esquire Danaher Corporation Piper & Marbury L.L.P. 1250 24th Street, N.W. 1200 Nineteenth Street, N.W. Suite 800 Washington, D.C. 20036-2430 Washington, D.C. 20037 (202) 861-3900 (202) 828-0850 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 7, 1995 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box: ___ Check the following box if a fee is being paid with this statement: x * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 89149T 10 1 1. NAME OF REPORTING PERSON: Danaher Corporation S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 59- 1995548 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES 7. SOLE VOTING POWER None BENEFICIALLY OWNED 8. SHARED VOTING POWER 2,601,000** BY EACH REPORTING 9. SOLE DISPOSITIVE POWER None PERSON WITH 10. SHARED DISPOSITIVE POWER 2,601,000** 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,601,000** 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.0% (calculated by dividing (i) the 2,601,000 shares beneficially owned by the Reporting Person by (ii) the 4,641,600 shares of Common Stock outstanding). 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! **Voting power and dispositive power is shared based upon Danaher Corporation's right to acquire such Shares pursuant to the Stock Purchase Agreement described in Item 4 solely with respect to the matters disclosed in such Item. Item 1. Security and Issuer This statement on Schedule 13D (this "Statement") relates to the Common Stock, par value $0.01 per share (the "Common Stock"), of Total Containment, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 422 Business Center, A130 North Drive, P.O. Box 939, Oaks, Pennsylvania 19456. Item 2. Identity and Background The name of the person filing this Statement is Danaher Corporation, a Delaware corporation ("Danaher"). Danaher has its principal executive offices at 1250 24th Street, N.W., Suite 800, Washington, D.C. 20037. Danaher's principal business is the design, manufacture and marketing of industrial and consumer products. Set forth in Schedule A, which is attached hereto and incorporated herein by reference, are the (i) names and (ii) present principal occupations of the executive officers and directors of Danaher and each person who controls Danaher. Each of such persons is a citizen of the United States of America and has a business address at the address of Danaher. During the past five years, neither Danaher nor, to the best knowledge of Danaher, any of its executive officers, directors or controlling persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the past five years, neither Danaher nor, to the best knowledge of Danaher, any of its executive officers, directors or controlling persons has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction where the result of such proceeding was the imposition of a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration Danaher intends to acquire the securities of the Issuer from Danaher's available working capital credit lines. No new borrowings will be made for the purpose of acquiring the securities. Item 4. Purpose of Transaction On May 7, 1995, Danaher entered into a Stock Purchase Agreement (the "Purchase Agreement") with Group Treco, Ltee ("Treco"), Marc Guindon and Marcel Dutil pursuant to which Danaher agreed, subject to the terms and conditions set forth in the Purchase Agreement, to purchase 2,601,000 shares of Common Stock of the Issuer from Treco. A copy of the Purchase Agreement is attached as Exhibit 1 hereto and is incorporated herein by reference. Danaher presently intends, subject to fulfillment of the conditions to the closing set forth in the Purchase Agreement, to purchase the shares of Common Stock of the Issuer from Treco five days after the date (the "HSR Expiration Date") of the expiration or early termination of the waiting period under the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended. The HSR Expiration Date is anticipated to occur on or before June 12, 1995. On May 15, 1995, pursuant to the Purchase Agreement, Danaher proposed a transaction to the Issuer's Board of Directors in which Danaher would acquire the remaining publicly-held shares of Common Stock of the Issuer at a price of $10.50 per share. This proposal was set forth in a letter dated May 15, 1995 from Danaher to the Board of Directors of the Issuer. A copy of the Danaher proposal is attached as Exhibit 2 and is incorporated herein by reference. Item 5. Interest in Securities of Issuer On May 7, 1995, Danaher entered into the Purchase Agreement under which it agreed to purchase from Treco, under the terms and conditions set forth therein, 2,601,000 shares of Common Stock of the Issuer at a price of $10.50 per share. The shares that Danaher has the right to acquire pursuant to the Purchase Agreement represent 56.0% of the total number of shares outstanding at May 7, 1995. The Purchase Agreement is attached hereto as Exhibit 2. Except as set forth in this Item 5, neither Danaher, nor to the best of Danaher's knowledge, any persons named in Schedule A beneficially owns any shares of Common Stock of the Issuer. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Other than the Purchase Agreement described in Item 4 hereof, there are presently no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2, or between such persons and any other person, with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be filed as Exhibits The Index of Exhibits attached to this Statement is incorporated herein by reference in its entirety. Exhibit 1: Stock Purchase Agreement dated May 7, 1995 among Danaher, Group Treco, Ltee, Mark Guindon and Marcel Dutil Exhibit 2: Danaher Corporation letter dated May 15, 1995 containing proposal to acquire shares of the Issuer not held by Treco. SIGNATURE After reasonable 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 17, 1995 DANAHER CORPORATION /s/ Patrick W. Allender___________________ By: Patrick W. Allender Title: Chief Financial Officer INDEX OF EXHIBITS Number Description Page Exhibit 1 Stock Purchase Agreement dated 9 May 7, 1995 among Danaher, Group Treco, Ltee, Marc Guindon and Marcel Dutil Exhibit 2 Danaher Corporation letter dated May 15, 24 1995 containing proposal to acquire shares of the Issuer not held by Treco. SCHEDULE A NAME and PRINCIPAL OCCUPATION Mortimer M. Caplin Caplin & Drysdale One Thomas Circle, N.W., Suite 1100 Washington, DC 20005 Senior Member of Caplin & Drysdale, a law firm in Washington, D.C. for over five years; Director of Fairchild Industries, Inc., Fairchild Corporation, Presidential Realty Corporation, and Unigene Laboratories, Inc. Donald J. Ehrlich Wabash National Corporation 1000 Sagamore Parkway South Lafayette, IN 47905 President, Chief Executive Officer and Director of Wabash National Corporation, a manufacturer of truck trailers and bimodal vehicles, for five years; Director of Indiana Secondary Market Corporation and NBD Bank, N.A., Northwest. Walter G. Lohr, Jr. Hogan & Hartson 111 S. Calvert Street, Ste. 1600 Baltimore, MD 21202-6191 Partner of Hogan and Hartson, a law firm in Baltimore, Maryland, since 1992; attorney in private practice 1987- 1992. Steven M. Rales Chairman of the Board of Danaher since 1984; Chief Executive Officer of Danaher until February 1990; and General Partner of Equity Group Holdings, a partnership located in Washington, DC with interests in publicly traded securities, manufacturing companies and media operations since 1979. Mitchell P. Rales President of Danaher from 1987 to February 1990; Executive Vice President of Danaher from January 1984 to March 1987; and General Partner of Equity Group Holdings, a general partnership located in Washington, DC with interests in publicly traded securities, manufacturing companies and media operations, since 1979. George M. Sherman President and Chief Executive Officer of the Company since February 1990; Executive Vice President and President of the Power Tools and Home Improvement Group of The Black & Decker Corporation from 1985 to 1990. A. Emmet Stephenson Stephenson & Company 100 Garfield Street Denver, CO 80206 President of Stephenson and Co., a private investment management firm in Denver, Colorado for more than five years; Senior Partner of Stephenson Merchant Banking for more than five years. Patrick W. Allender Senior Vice President, Chief Financial Officer and Secretary of Danaher James H. Ditkoff Vice President-Finance/Tax of Danaher C. Scott Brannan, Vice President Administration and Controller of Danaher John P. Watson Vice President and Group Executive of Danaher Dennis D. Claramunt, Vice President and Group Executive of Danaher EXHIBIT 1 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (this "Agreement") dated as of May 7, 1995, by and between DANAHER CORPORATION, a Delaware corporation (the "Purchaser"), GROUP TRECO, LTEE, a corporation organized under the laws of the Province of Quebec ("Treco"), MARC GUINDON and MARCEL DUTIL (the "Principals", and with Treco, collectively, the "Sellers"). W I T N E S S E T H: WHEREAS, Treco owns good and marketable title to Two Million Six Hundred One Thousand (2,601,000) shares (the "Shares") of Common Stock, par value $.01 per share (the "Common Stock") of Total Containment, Inc., a Delaware corporation (the "Company"); WHEREAS, the Principals own all of the stock of Treco and will directly benefit from the transactions contemplated hereby; WHEREAS, the Sellers desire to assure to the other holders of shares of Common Stock of the Company an opportunity to sell their shares on terms and conditions no less favorable than the terms and conditions upon which the Purchaser will purchase the Shares hereunder; WHEREAS, the Purchaser desires to purchase the Shares from Treco and Treco desires to sell the Shares to the Purchaser. NOW THEREFORE, in consideration of the premises and respective agreements set forth herein, and in reliance upon the respective representations and warranties made hereunder, the parties hereto agree as follows: 1. SALE AND PURCHASE OF COMMON STOCK 1.1. Agreement to Sell. Upon the terms and conditions hereinafter set forth, Treco agrees and the Principals agree to cause Treco to sell, assign, transfer and deliver to the Purchaser at the Closing on the Closing Date (as defined in Section 1.3), and the Purchaser hereby agrees to purchase and accept from Treco at the Closing on the Closing Date, the Shares. The Shares shall be conveyed free and clear of all liens, claims, charges, pledges, security interests, pre-emptive rights, rights of first refusal, encumbrances and restrictions, other than restrictions, if any, on resale under federal and state securities laws (collectively, "Liens"). 1.2. Purchase Price. In reliance on the representations, warranties and covenants set forth herein and in consideration of Treco's sale, assignment, transfer and delivery of the Shares to the Purchaser, the Purchaser shall pay to Treco aggregate cash consideration (the "Purchase Price") in the amount equivalent to $10.50 per Share (the "Per Share Price"), or Twenty Seven Million Three Hundred Ten Thousand Five Hundred Dollars ($27,310,500.00). The Purchase Price shall be payable by the Purchaser to Treco in immediately available funds by delivery on the Closing Date of a wire transfer of U.S. currency to an account designated in writing by Treco. If the Purchaser agrees, pursuant to a Cash Merger Agreement (as defined in Section 6.5) to purchase shares of Common Stock of the Company from holders other than Treco at a price per share that is greater than the Per Share Price, the Purchaser agrees to increase the Purchase Price to an amount per Share equal to the higher price paid for the shares of Common Stock pursuant to the Cash Merger Agreement or in any other transaction made available to all or substantially all of the minority shareholders of the Company. 1.3. Closing. Subject to the terms and conditions of this Agreement, the sale and purchase of the Common Stock contemplated hereby (the "Closing") shall take place at 10:00 a.m., local time, on either (i) the date that is not later than July 6, 1995 if the Company Action (as defined in Section 6.5) occurs on or before May 19 and the date (the "Expiration Date") of the expiration or termination of the waiting period under the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act") occurs on or before June 30, 1995, or (ii) one additional business day after July 6 for each additional business day after May 19 on which the Company Action occurs, assuming the Expiration Date has occurred (the "Closing Date"), provided, however, that, the Closing Date shall not be later than 48 days after the later of (a) the Company Action or (b) the Expiration Date. Notwithstanding the foregoing, the Purchaser shall have the right, upon five (5) business days notice to Seller following the Expiration Date to close on the purchase of the Shares. The Closing shall take place at the offices of Piper & Marbury L.L.P., Philadelphia, Pennsylvania, on the Closing Date or at such other time, date or place as the Purchaser and Treco may mutually agree upon in writing; provided, however, that prior to the Closing, all of the conditions in Sections 6 and 7 of this Agreement shall have been satisfied or waived, as the case may be. 1.4. Seller's Obligations at Closing. At the Closing, the Sellers will deliver to the Purchaser the following (collectively, the "Sellers' Closing Documents"): (i) all original stock certificates evidencing the Shares held by Treco, duly executed in blank or accompanied by stock powers, duly executed in blank together with signature guarantees for Treco; (ii) a duly-executed Closing Certificate (as defined in Section 6.1 hereof), dated as of the Closing Date, with respect to the matters set forth in Section 6.1 hereof; (iii) an opinion of the Sellers' counsel in form and substance customary in transactions of the sort contemplated by this Agreement; and (iv) such other documents and instruments as may be required to consummate the transactions contemplated hereunder. 1.5. Purchaser's Obligations at Closing. At the Closing, the Purchaser will deliver to the Sellers cash representing payment of the Purchase Price. 2. REPRESENTATIONS AND WARRANTIES OF THE SELLER. Treco and each of the Principals hereby jointly and severally represent and warrant to the Purchaser as follows: 2.1. Title to Common Stock. Treco owns the Shares beneficially and of record, free and clear of any Liens. Treco has full power and authority to convey the Shares owned by it free and clear of any Liens, and upon delivery of payment for the Shares as herein provided, Treco will convey good and marketable title thereto free and clear of any Liens. The Sellers are not a party to or bound by any options, calls, contracts, or commitments of any character relating to any issued or unissued stock or any other equity security issued or to be issued by the Company. 2.2. Authority; Capital Structure. The Sellers have the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement, and to perform the obligations hereunder. This Agreement has been duly and validly executed and delivered by the Sellers and (assuming the due authorization, execution and delivery thereof by the Purchaser) constitutes the legal, valid and binding obligation of the Sellers, enforceable against the Sellers in accordance with its terms, subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). The authorized and outstanding capital stock of the Company on the date hereof consists of 10,000,000 shares of Common Stock, of which 4,641,600 shares are issued and outstanding. As of the date hereof, there are 205,000 shares of the Common Stock reserved for issuance upon exercise of options under the Company's Stock Compensation Plan. On the date hereof, there are (a) no other shares of capital stock of the Company authorized, issued or outstanding, except 1,000 shares of preferred stock which are authorized but unissued and (b) no other outstanding agreements subscriptions, options, warrants, calls or other rights of any kind obligating the Company to issue or redeem any shares of Common Stock. 2.3. No Conflict with Other Documents. Neither the execution and delivery of this Agreement, nor the carrying out of any of the transactions contemplated hereby, will result in any violation, termination or modification of, or be in conflict with, (i) any terms of any contract, instrument or other agreement to which the Seller is a party or by which it or any of its properties are bound or affected, or (ii) any law, rule, regulation, license, permit, judgment, decree or order applicable to the Sellers. 2.4. Brokers and Advisors. The Sellers have taken no action which would give rise to a valid claim against any party hereto for a brokerage commission, finder's fee, counseling or advisory fee, or like payment. 2.5. Company Financial Statements. The Company's audited financial statements for the fiscal years ended December 31, 1992, 1993 and 1994 and the Company's unaudited consolidated financial statements for the fiscal quarter ended March 31, 1995 (collectively, the "Financial Statements") have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently followed throughout the periods covered by such statements (except (i) as may be stated in the explanatory notes to such statements or (ii) as may have been previously disclosed by the Company or the Sellers to the Purchaser), and present fairly the financial position and results of operations of the Company at the dates of such statements and for the periods covered thereby. The Company's Annual Report on Form 10-K for the year ended December 31, 1994, its proxy statement dated March 23, 1995, and all other reports or documents required to be filed with the Securities and Exchange Commission pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), through the Closing Date complied, in all material respects, when filed, with the requirements of the Exchange Act, except as previously disclosed by the Company to the Purchaser. 2.6. No Undisclosed Liabilities. The Company has no liabilities or obligations of any nature required to be reflected, reserved against or accrued on its balance sheet at March 31, 1995 under FASB 5 or otherwise under GAAP which were not so reflected or reserved against or accrued. Since March 31, 1995, the Company has not incurred any such liability or obligation other than in the ordinary course of business or except as previously disclosed by the Company or the Sellers to the Purchaser. 2.7. No Material Adverse Change. Since December 31, 1994, there has not been any change in the Company's financial position, results of operations, assets, liabilities, net worth or business, other than changes in the ordinary course of business which have not been materially adverse and except for such changes as have been previously disclosed by the Company or the Sellers to the Purchaser. Since December 31, 1994, the Company has not experienced any event or condition of any character which has materially adversely affected or will so affect its properties, business, financial position, results of operations, or net worth, except for such events or conditions as have been previously disclosed by the Company or the Sellers to the Purchaser. 3. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER The Purchaser hereby represents and warrants to the Sellers as follows: 3.1. Organization and Standing. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power to carry on its business as it is now being conducted and to own or hold under lease the properties and assets it now owns or holds under lease. 3.2. Authority. The Purchaser has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement, and to perform the obligations hereunder. Subject to Section 6.8, the execution, delivery and performance of this Agreement by the Purchaser has been duly authorized by all necessary corporate action on the part of the Purchaser. The Agreement has been duly and validly executed and delivered by the Purchaser and (assuming the due authorization, execution and delivery thereof by the Seller) constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). 3.3. No Conflict with Other Documents. Neither the execution and delivery of this Agreement, nor the carrying out of any of the transactions contemplated hereby, will result in any violation, termination or modification of, or be in conflict with, (i) the Purchaser's Charter or By-Laws, (ii) any terms of any contract, instrument or other agreement to which the Purchaser is a party or by which it or any of its properties is bound or affected, or (iii) any law, rule, regulation, license, permit, judgment, decree or order applicable to the Purchaser. 3.4. Investment Intent. It is the Purchaser's present intention to acquire the Shares as an investment for its own account and not with a view to, or for resale in connection with, any distribution thereof, and the Purchaser has no present intention of selling or distributing such securities in violation of any federal or state securities laws. 3.5. Integration of the Company. The Purchaser presently intends to integrate the Company into its existing environmental products group. The Purchaser will not be required to make an affirmative response to Item 2(e) of Schedule 13D. The Purchaser does not presently intend to dissolve or liquidate the Company or sell all or substantially all of its assets or to merge it with other than an affiliate of the Purchaser. Notwithstanding the foregoing, nothing in the preceding sentence shall restrict the Purchaser from taking such actions in the future. 3.6. Company Stock Compensation Plan. If the Purchaser acquires the Shares it will use its best efforts to cause the Company to amend its Stock Compensation Plan and stock option agreements to provide for the immediate acceleration of vesting of options previously granted pursuant to such plans. 4. COVENANTS OF THE SELLERS. Each of the Sellers covenants to the Purchaser that, except as otherwise consented to in writing by the Purchaser after the date of this Agreement: 4.1. Cause Conditions to be Satisfied. Each of the Sellers shall use its best efforts to take or cause to be taken all actions and do or cause to be done all things necessary, proper or advisable under applicable laws to consummate and make effective the transactions contemplated hereby, including without limitation, all of the conditions set forth in Sections 6 and 7.2 and the initiation of the solicitation of proxies and the approval by the stockholders of the Cash Merger Agreement. 4.2. Hart-Scott-Rodino Act. On or before May 12, 1995, Treco will file a Premerger Notification Form (the "Form") required to be made on its part under the HSR Act and to make any and all additional filings required to be made on its part under the HSR Act. The Sellers shall furnish the Purchaser with such necessary information and reasonable assistance as the Purchaser may request in connection with the Purchaser's preparation of necessary filings or submissions under the provisions of the HSR Act. Sellers shall make their filing on a basis which is consistent with the Purchaser's and shall not take a position with the Federal Trade Commission or the Antitrust Division or any other party whether orally or in writing which is inconsistent with such filing. 4.3. No Competing Offers; Prohibited Transactions. For the period from the date hereof up to and including the Closing Date, none of the Sellers will solicit, or cause to be solicited, offers, nor enter nor cause others to enter into discussions of any sort with any other party or parties concerning the sale of all or part of the Shares, the merger or consolidation of Company or the sale or leasing of all or substantially all of the Company's assets, and none of the Sellers will seek or cause any other person to seek the affiliation of the Company with any entity other than Purchaser and none of the Sellers will negotiate or entertain any offer with respect to such affiliation. The Principals will use their best efforts to assure that the Company will not issue additional debt or equity securities, declare or pay any dividend or distribution on its Common Stock. Treco shall disclose to the Purchaser any other offer it receives for the Shares. 4.4. Information. The Sellers will use their best efforts to cause the Company to give the Purchaser and the Purchaser's advisors full access during normal business hours throughout the period prior to the Closing Date to all of the properties, books and records of the Company and to the officers and employees of the Company. The Sellers will use their best efforts to cause the Company to provide all such information concerning the Company and its businesses and properties as the Purchaser may reasonably request. 4.5. Shareholders Meeting. The Principals shall take and shall use their best efforts to cause the Company to take all action necessary, in accordance with applicable law and the Company's Charter and By-Laws to convene a special meeting of the holders of Common Stock as promptly as practicable for the purpose of considering and taking action on the Cash Merger Agreement, provided, however, that the Principals shall not be required to call the special meeting of the Company's stockholders. Treco agrees and the Principals shall cause Treco to vote the Shares at the special meeting of the stockholders of the Company in the same proportion as the holders of shares of Common Stock have voted in favor of or against the Cash Merger Agreement. 5. COVENANTS OF THE PURCHASER. The Purchaser covenants to the Sellers that, except as otherwise consented to in writing by the Sellers after the date of this Agreement: 5.1. Cause Conditions to Be Satisfied. The Purchaser shall use its best efforts to take or cause to be taken all actions and do or cause to be done all things necessary, proper or advisable under applicable laws to consummate and make effective the transactions contemplated hereby, including, without limitation, all of the conditions set forth in Sections 7.1 and 7.3. 5.2. Hart-Scott-Rodino Act. On or before May 12, 1995, the Purchaser will file the Form required to be made on its part under the HSR Act and to make any and all additional filings required to be made on its part under the HSR Act. The Purchaser shall furnish the Sellers with such necessary information and reasonable assistance as the Sellers may request in connection with the Sellers' preparation of necessary filings or submissions under the provisions of the HSR Act. 5.3. Other Company Shareholders. On or before the close of business on May 15, 1995, the Purchaser agrees to propose a transaction to the Board of Directors of the Company whereby the Company would merge with Purchaser or an affiliate of Purchaser resulting in the acquisition of the Shares of Common Stock held by stockholders other than the Sellers or to enter into another transaction to the same effect, on terms and conditions not less favorable than the terms and conditions under which the Purchaser has agreed to acquire the Shares hereunder. The Purchaser shall not be in breach of this covenant if the Purchaser does not make such proposal to the Company stockholders because the Company Action does not occur. 5.4. Indemnification for Certain Claims. The Purchaser agrees to indemnify, defend and hold Treco and the Principals (from and after the Closing hereunder) and the other directors of the Company (from and after the date of the Company Action, provided, however, that this indemnification provision shall be terminated if the closing of the Cash Merger Agreement does not occur) harmless from and against any loss, cost, damage and expense (collectively, "Losses") which arises out of any claim relating to the execution, delivery and performance under this Agreement or the sale of the Shares to the Purchaser hereunder or the taking of the Company Action, provided, however, that with respect to the indemnification of Treco and the Principals hereunder, the Purchaser shall be liable for only fifty percent (50%) of the first Five Hundred Thousand Dollars ($500,000) of indemnified Losses (50% of each dollar) that are based on claims against Treco or the Principals. The maximum aggregate liability of Treco and the Principals for such Losses shall be Two Hundred Fifty Thousand Dollars ($250,000). The Sellers agree to give the Purchaser prompt notice of any claims of the Principals which may give rise to a claim by them for indemnification hereunder. The Purchaser shall have the right to control the defense of any claims which are the subject to a claim for indemnification hereunder. Upon request of the Purchaser, the Principals will assign their benefits under the D&O Policy and their rights to indemnification under the Company's Charter and By-Laws to the Purchaser and will cooperate in all respects with the Purchaser in all matters relating to the indemnification provided hereunder. The Company's directors shall be third party beneficiaries of this Section 5.4 as it relates to the Purchaser's obligations to indemnify them. The Purchaser covenants not to sue the Sellers for any breach of Section 2.3 relating to the fiduciary duty of the Seller in connection with the transactions contemplated by this Agreement. 5.5 Certain Employment Agreements. The Purchaser shall, as soon as practicable after the purchase of the Shares and the completion of the Cash Merger Agreement offer to amend the employment agreements of James L. Lawrence, Homer L. Holden, Jeffrey Boehmer and Charles Pearson to change the term from a three (3) year automatically extendable term to a two (2) year fixed term contract, require a severance payment equal to (but never less than one years base salary) the base salary remaining to be paid during such term in the event the employee is terminated during such term without cause. 6. CONDITIONS TO THE PURCHASER'S OBLIGATIONS. Unless waived by the Purchaser in writing in its sole discretion, all obligations of the Purchaser under this Agreement are subject to the fulfillment, prior to or at the Closing, of each of the following conditions: 6.1. Representations, Warranties and Covenants. The representations and warranties of the Sellers contained in Section 2 of this Agreement shall be true and correct on the date hereof and at and as of the Closing Date with the same effect as though such representations and warranties had been made again at and as of such date; the Sellers shall have performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by it prior to the Closing; and the Purchaser shall have received from the Sellers a certificate or certificates in such reasonable detail as the Purchaser may reasonably request, signed by the Sellers and dated the date of Closing, to the foregoing effect. 6.2. Closing Deliveries. The Sellers shall have made the closing deliveries required of them pursuant to Section 1.4. 6.3. Approvals of Governmental Authorities; HSR Act. All governmental approvals legally necessary in the opinion of the Purchaser's counsel to consummate the transactions contemplated by this Agreement shall have been received and shall not contain any provision which, in the judgment of the Purchaser, is unduly burdensome. All waiting periods under the HSR Act, including any extensions thereof, shall have expired and been terminated and no objection to the consummation of the transactions contemplated hereby shall have been raised by the Federal Trade Commission or the Antitrust Division of the Department of Justice. 6.4. No Adverse Proceedings or Events. No suit, action or other proceeding against the Company, the Purchaser, or the Sellers or their respective officers or directors, shall be threatened or pending before any court or governmental agency in which it will be or it is sought to restrain or prohibit any of the transactions contemplated by this Agreement or to obtain damages or other relief in connection with this Agreement or the transactions contemplated hereby. 6.5. Company Action. As requested by the Purchaser, the Company shall have taken one or both of the following actions ("Company Action"): (i) obtained Board approval of and entered into a definitive cash merger agreement between the Company and the Purchaser or an affiliate of the Purchaser containing customary terms and conditions (the "Cash Merger Agreement"), or (ii) filed a Schedule 14D-9 with the Securities and Exchange Commission in which the Board of Directors of the Company either recommends or states it will not oppose that the Company's stockholders accept a previously announced tender offer (the "Tender Offer") by the Purchaser for any and all of their shares. 6.6. Consulting and Non-Competition Agreement. Veeder Root Company, and affiliate of the Purchaser, and Marc Guindon shall have entered into a Consulting and Non- Competition Agreement. The material terms of this agreement are set forth on Exhibit A attached hereto. In addition, Marc Guindon shall have agreed to terminate his Employment Agreement with the Company upon the request of the Company at any time after the Purchaser acquires the Shares and Veeder Root Company executes and delivers the Consulting and Non-Competition Agreement. 6.7. Certain Prohibited Actions. The Company shall not have issued or entered into any agreement to issue any additional debt or equity securities or declared or agreed to declare and pay any dividend or make any distribution. 6.8. Danaher Corporation Board Approval. On or before 11:59 p.m. on May 7, 1995, the Board of Directors of Danaher Corporation shall have approved this Agreement. If such approval is not obtained by such time, this Agreement shall be null and void. 7. CONDITIONS TO THE SELLER'S OBLIGATIONS. Unless waived by the Sellers, all obligations of the Sellers under this Agreement are subject to the fulfillment, prior to or at the Closing, of each of the following conditions: 7.1. Representations, Warranties and Covenants. The representations and warranties of the Purchaser contained in Section 3 of this Agreement shall be true and correct on the date hereof and at and as of the Closing Date with the same effect as though such representations and warranties had been made again at and as of such date; the Purchaser shall have performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by it on or prior to the Closing; and the Company and the Seller shall have received from the Purchaser a certificate or certificates in such reasonable detail as the Company may reasonably request and dated the date of Closing to the foregoing effect. 7.2. No Adverse Proceedings or Events. No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing or restricting the consummation of the transactions contemplated hereby shall be in effect at the Closing Date. 7.3. Consulting and Non-Competition Agreement. Veeder-Root Company shall have entered into a Consulting and Non-Competition Agreement with Marc Guindon. The material terms of this agreement are set forth on Exhibit A attached hereto. In addition, Marc Guindon shall have agreed to terminate his Employment agreement with the Company upon the request of the Company at any time after the Purchaser acquires the Shares and Veeder Root Company executes and delivers the Consulting and Non-Competition Agreement. 8. MISCELLANEOUS. 8.1. Expenses. Each party to this Agreement shall pay all of its expenses relating hereto, including fees and disbursements of its counsel, accountants and financial advisors, whether or not the transactions hereunder are consummated. 8.2. Notices. Except as otherwise provided herein, all notices, requests, demands and other communications under or in connection with this Agreement shall be in writing, and, (a) if to the Purchaser, shall be addressed to: Patrick W. Allender, Senior Vice President Danaher Corporation 1250 24th Street, N.W., Suite 800 Washington, D.C. 20037 Fax 202-828-0860 and George P. Stamas, Esquire Piper & Marbury L.L.P. 1200 19th Street, N.W. Washington, D.C. 20036 Fax 410-576-1688 (b) if to the Sellers shall be addressed to: Groupe Treco, Ltee c/o Heenan Blaikie 1250 Rene-Levesque Blvd. West, Suite 2500 Montreal, Quebec H3B 4Y1 Fax No. 610-666-1233 Marc Guindon, Chairman and Chief Executive Officer Total Containment, Inc. 422 Business Center A130 North Drive P.O. Box 939 Oaks, Pennsylvania 19456 Fax No. 610-666-1233 Marcel Dutil President et Chef de la direction le Groupe Canan Manac 270 Chemin du Tremblay Boucherville, (Quebec) Canada J4B 5X9 Fax 514-641-4001 with a copy to: Joseph M. Haranza, Esq. Stevens & Lee 111 Sixth Street, P.O. Box 679 Reading, Pennsylvania 19603 Fax 610-376-5610 All such notices, requests, demands or communications shall be mailed postage prepaid, certified mail, return receipt requested, or by overnight delivery or delivered personally, and shall be sufficient and effective when delivered to or received at the address so specified. Any party may change the address at which it is to receive notice by like written notice to the other. 8.3. Termination. The parties, by mutual written consent, may terminate this Agreement at any time prior to the Closing and, unless otherwise specifically provided in such consent, any such termination shall be without liability on the part of any party hereto. Either the Purchaser or the Sellers may elect to terminate this Agreement in the event that (i) any condition for the terminating party to close has not been met or waived by it or them in its or their sole discretion on or before September 30, 1995, or (ii) the purchase of the Shares is not closed by September 30, 1995. Any such termination shall be without liability to the Purchaser or the Sellers, except to the extent that there shall have occurred any willful or intentional breach of this Agreement or any intentional misrepresentation or breach of warranty, as to each of which all legal remedies of the party adversely affected shall survive and be enforceable. 8.4. Entire Agreement. This Agreement together with Exhibit A is intended by the parties to and does constitute the entire agreement of the parties with respect to the transactions contemplated by this Agreement. This Agreement supersedes any and all prior understandings, written or oral, between the parties, and this Agreement may be amended, modified, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of the amendment, modification, waiver, discharge or termination is sought. 8.5. Assignment. This Agreement may not be assigned by any party hereto, except that the Purchaser may assign this Agreement to one or more of its subsidiaries, provided that the Purchaser shall remain primarily liable on this Agreement, notwithstanding any assignment. 8.6. Break-Up Fee. (a) If the Closing has not taken place and an offer that is made prior to September 30, 1995 results in a Third Party Acquisition (as defined) by the offeror which closes prior to the termination of this Agreement or within one (1) year thereafter, the Sellers shall pay the Purchaser, within five (5) days following receipt of its proceeds from the Third Party Acquisition, a fee (the "Break-Up Fee") in an amount equal to the difference between the aggregate consideration paid to the Sellers with respect to such Third Party Acquisition and the Purchase Price. (b) If the Purchaser closes under this Agreement, and then, within six (6) months following the Closing Date, as a result of a successful competing Higher Offer for the Company, the stockholders of the Company are to receive a price per Share in excess of the Per Share Price, the Purchaser shall have the right to put the Shares to the Seller at the Per Share Price and Treco shall pay a Break-Up Fee to the Purchaser following Treco's receipt of payment for the Shares. (c) "Higher Offer" means the price per share of Common Stock (or equivalent price offered for the Company calculated on a per share basis) that is offered by a third party in excess of the Per Share Price. "Third Party Acquisition" means (i) the Company is acquired by merger or otherwise by a third party, (ii) a third party acquires all or substantially all of the total assets of the Company, (iii) the Company adopts a plan of liquidation or an extraordinary dividend relating to all or substantially all of the assets, or (iv) the Company repurchases the Shares. 8.7. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware. 8.8. Survival. Then representations and warranties set forth in Sections 2.1 through 2.4 and 3.1 through 3.4 shall survive the Closing without limitation. The representations and warranties set forth in Sections 2.5 through 2.7 shall survive the Closing for a period of one (1) year from the Closing Date, provided however, that the Purchaser's remedies after the Closing for any inaccuracy or breach of representation or warranty set forth in Sections 2.5 through 2.7 shall be limited to the right to indemnification set forth in Section 8.9. All agreements of the parties shall survive the Closing and expire in accordance with their terms. 8.9. Indemnification by Guindon. After the Closing Date, Marc Guindon covenants and agrees to indemnify, defend and hold the Purchaser, the Company and their respective directors and officers harmless from any losses, costs, damages and expenses (collectively, a "Loss") actually incurred by it which arises out of the inaccuracy or breach of any representation or warranty set forth in Sections 2.5 through 2.7 that results in, or may reasonably be expected to result in, a material adverse change in the Company's financial position or results of operations. Marc Guindon shall have no obligation to indemnify the Purchaser under this Section unless (i) he had actual knowledge prior to the Closing of the inaccuracy or breach of any representation or warranty set forth in Sections 2.5 through 2.7 that gives rise to the Loss and (ii) he did not disclose such information to the Purchaser prior to the Closing Date. Marc Guindon's indemnification obligation under this Section 8.9 shall not exceed Two Million Five Hundred Thousand Dollars ($2,500,000) in the aggregate. In no event shall Marc Guindon be liable, for punitive damages. Except as set forth in this Section 8.9 with respect to Marc Guindon, neither Treco, Marc Guindon nor Marcel Dutil shall have any liability to the Purchaser, the Company or their respective directors or officers nor shall any of them be obligated to indemnify the Purchaser for any inaccuracy or breach of the representations or warranties set forth in Sections 2.5 though 2.7 or otherwise for nondisclosure or misdisclosure in connection with this Agreement or in the transactions contemplated hereby or otherwise, whether such liability arises in tort, contract or under the federal securities laws or otherwise; the Purchasers sole and exclusive remedy shall be to require Mr. Guindon to indemnify it pursuant to this Section 8.9. Marc Guindon shall not be liable under this Section 8.9 unless a claim for indemnification is made within one year following the Closing Date. Marc Guindon's indemnification obligation for claims made within one (1) year of the Closing Date shall survive until the resolution of such claim. 8.10. Publicity. Except as required under applicable law, neither the Purchaser nor the Sellers shall issue any press release and the Sellers shall use their best efforts to cause the Company not to issue any press release relating to this Agreement or the transactions contemplated hereby without the prior consent of the other party, which will not be unreasonably withheld. IN WITNESS WHEREOF, the Purchaser, the Company and the Seller have caused this Agreement to be duly executed and their respective seals to be hereunto affixed as of the date first above written. WITNESS: DANAHER CORPORATION /s/ George P. Stamas /s/ James H. Ditkoff By: James H. Ditkoff Title: Vice President WITNESS: GROUPE TRECO, LTEE /s/ Joseph M. Harenza /s/ Marc Guindon By: Marc Guindon Title: President /s/ Joseph M. Harenza /s/ Marc Guindon Marc Guindon /s/ Joseph M. Harenza /s/ Marcel Dutil Marcel Dutil EXHIBIT 2 TELEPHONE (202) 828-0850 TELECOPIER (202) 828-0860 DANAHER CORPORATION 1250 24th Street, N.W. Suite 800 Washington, D.C. 20037 May 15, 1995 Board of Directors Total Containment, Inc. 422 Business Center A130 North Drive P.O. Box 939 Oaks, Pennsylvania 19456 Gentlemen and Ms. Pageau-Goyette: As I believe you are aware, on May 7, 1995 we entered into a Stock Purchase Agreement (the "Agreement") with Group Treco, Ltee, Marc Guindon and Marcel Dutil pursuant to which we agreed to purchase 2,601,000 shares (approximately 56.0%) of Common Stock of Total Containment, Inc. ("TCI") for a purchase price of $10.50 per share. It is our understanding that you have been furnished with copies of that Agreement. Pursuant to the Agreement, we are pleased to make an offer to acquire the remaining shares of Common Stock of TCI held by shareholders other than Treco for a purchase price of $10.50 per share. We propose to acquire those shares pursuant to the terms of an agreement and plan of merger between TCI and a newly formed, wholly-owned subsidiary of Danaher Corporation. In that regard, enclosed is a draft of an agreement and plan of merger. Board of Directors May 15, 1995 Page 2 We and our advisors are ready and eager to meet with you and your advisors as soon as possible to agree upon the terms of a definitive merger agreement. Working together, I am confident that we can develop a definitive agreement very quickly. I would very much appreciate hearing from you promptly so that we both may discuss how best to proceed. Very truly yours, DANAHER CORPORATION /s/ George M. Sherman George M. Sherman Chief Executive Officer and President -----END PRIVACY-ENHANCED MESSAGE-----