-----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, lo8QYOjSYOwtLm3/bjxR6EblfYjbcgpAyYfMzUh7NCAGX2dE3yc1d0JJp171ltpA 4ofF6+LIPmTcP5JYoNUfAQ== 0000313616-95-000010.txt : 19950531 0000313616-95-000010.hdr.sgml : 19950531 ACCESSION NUMBER: 0000313616-95-000010 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950526 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44245 FILM NUMBER: 95542508 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/A 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/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1) * 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 22, 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: * 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. This Amendment No. 1 amends and supplements the statement on Schedule 13D dated May 17, 1995 filed by Danaher Corporation, a Delaware corporation ("Danaher") relating to the shares of Common Stock, par value $0.01 per share (the "Common Stock"), of Total Containment, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein without definition have the same meaning as those ascribed to them in the initial filing. Item 4. Purpose of Transaction On May 22, 1995, Danaher received notification that the waiting period under the Hart-Scott-Rodino Anti-Trust Improvements Act of 1976, as amended, had been terminated. No further action or waiting period under the Act is necessary prior to Danaher's purchasing the 2,601,000 shares of Common Stock of the Issuer from Treco, representing 56.0% of the total number of outstanding shares of the Issuer at May 7, 1995. Danaher is currently in the process of completing its business review of the Company's facilities and operations which it expects to finish shortly. Promptly thereafter, Danaher intends to issue the notice required under the Stock Purchase Agreement to purchase the shares of Common Stock of the Issuer from Treco. 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: Danaher Corporation press release dated May 22, 1995 containing notice of early termination of waiting period under the Hart Scott Rodino Antitrust Improvements Act of 1976. 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 25, 1995 DANAHER CORPORATION /s/ James H. Ditkoff__________________ By: James H. Ditkoff Title: Vice President INDEX OF EXHIBITS Number Description Page Exhibit 1 Danaher Corporation press release 6 dated May 22, 1995 containing notice of early termination of waiting period under the Hart Scott Rodino Antitrust Improvements Act of 1976. EXHIBIT 1 DANAHER CORPORATION 1250 24TH STREET, N.W. TELEPHONE (202) 828- SUITE 800 0850 WASHINGTON, D.C. 20037 TELECOPIER (202) 828- 0860 FOR IMMEDIATE RELEASE CONTACT: Patrick Allender Chief Financial Officer (202) 828-0850 DANAHER RECEIVES HART-SCOTT-RODINO CLEARANCE WASHINGTON, D.C., May 22, 1995 -- Danaher Corporation (NYSE:DHR), in connection with its agreement to acquire a 56% interest in Total Containment, Inc. (OTC:TCIX), received notification that the waiting period under the Hart-Scott-Rodino Anti-Trust Improvements Act of 1976, had been terminated. No further action or waiting period under the Act is necessary prior to Danaher's purchasing the Total Containment shares owned by Groupe Treco Ltee. Danaher is currently in the process of completing its business review of the Company's facilities and operations which it expects to finish shortly. Promptly thereafter, Danaher intends to issue the notice required by the Stock Purchase Agreement, to purchase the Treco shares. -----END PRIVACY-ENHANCED MESSAGE-----