-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DQSBSR66DQTKuolYgQbT+TAuXx7QZ5C1FgLQs3kMPCxdpMnx75+CNqzX+pVghrmE T4/TbhzzNLlSeIl3Dp2b1w== 0000313616-96-000007.txt : 19960430 0000313616-96-000007.hdr.sgml : 19960430 ACCESSION NUMBER: 0000313616-96-000007 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960429 SROS: NYSE FILER: 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: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-02447 FILM NUMBER: 96553137 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 424B3 1 REGISTRATION NO. 333-02447 FILED PURSUANT TO RULE 424(b)(3) PROSPECTUS 277,586 SHARES DANAHER CORPORATION Common Stock ___________________ The shares of Common Stock of Danaher Corporation (the Company ) offered hereby are being sold by the Selling Stockholders named herein. See Selling Stockholders. The Company will not receive any of the proceeds from the sale of such shares by the Selling Stockholders. The Common Stock is traded on the New York Stock Exchange and the Pacific Stock Exchange under the symbol DHR. On April 10, 1996, the last sales price for the Common Stock as reported on the New York Stock Exchange Composite Tape was $36.825 per share. ___________________________ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. _______________________ The date of this Prospectus is April 25, 1996. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, (the 1934 Act ), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the Commission ). Reports, proxy statements and other information filed by the Company with the Commission can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the regional offices of the Commission at 7 World Trade Center, New York, New York 10048 and 50 West Madison Street, 14th Floor, Chicago, Illinois 60611. Copies of such material can also be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20459 at rates prescribed by the Commission. The Common Stock of the Company is listed for trading on the New York Stock Exchange and the Pacific Stock Exchange. Reports, proxy statements and other information concerning the Company can be inspected at such exchanges. This Prospectus does not contain all the information set forth in the Registration Statement of which this Prospectus is a part and exhibits thereto which the Company has filed with the Commission. Copies of the information and exhibits are on file at the offices of the Commission and may be obtained, upon payment of the fees prescribed by the Commission, or may be examined without charge at the offices of the Commission. No person has been authorized by the Company to give any information or to make any representations other than those contained in this Prospectus in connection with the offer contained in this Prospectus, and if given or made, such information or representations may not be relied upon as having been authorized by the Company. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in any jurisdiction in which such offer or solicitation is not authorized, or in which the person making such offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make such offer or solicitation. Neither the delivery of this Prospectus nor any sale made hereunder shall create an implication that there has been no change in the affairs of the Company since the date hereof. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed with the Commission (File No. 1-8089) pursuant to the 1934 Act are incorporated herein by reference: 1. The Company s Annual Report on Form 10-K for the fiscal year ended December 31, 1995 (the Annual Report ); 2. The Company's Quarterly Report on Form 10-Q for fiscal quarter ended 3-29-96. 3. The Company's Current Report on Form 8-K filed 4- 23-96. 4. The description of Common Stock contained in Item 4 of the Company s Form 8-B Registration of Securities of Certain Successor Issuers, filed with the Commission on November 3, 1986; and 5. All other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the date of this Prospectus and prior to the termination of the offering of the shares made hereby shall be deemed incorporated by reference in this Prospectus and to be a part hereof from the date of the filing of such documents. See Available Information. Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed documents which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to each person to whom a copy of this Prospectus is delivered, upon the request of any such person, a copy of any or all of the documents which have been incorporated herein by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference into such documents). Requests for such documents should be directed to Danaher Corporation, 1250 24th Street, N.W., Washington, D.C. 20037, Attention: Controller, Telephone (202) 828-0850. THE COMPANY Danaher Corporation (the Company ) operates a variety of businesses through its wholly-owned subsidiaries. These businesses are conducted in two business segments: Tools and Components, and Process/Environmental Controls. The Company is the principal manufacturer of Sears, Roebuck and Co. s Craftsman line and the National Automotive Parts Association line of mechanics hand tools. The Company also manufactures Allen wrenches and Jacobs drill chucks, wheel service equipment, diesel engine retarders and automotive air conditioning components which are sold under such brand names as Coats , Ammco and Jake Brake, and is a leading supplier of mechanics hand tools through Matco Tools. In its Process/Environmental Controls segment, the Company is a leading producer of leak detection sensors for underground fuel storage tanks and motion, temperature, pressure and flow control devices. The principal executive offices of the Company are located at 1250 24th Street, N.W., Washington, D.C. 20037, telephone number (202) 828-0850. USE OF PROCEEDS All of the proceeds from the sale of the shares of common stock , par value $.01 per share, of the Company (the Common Stock ) offered hereby will be received by the Selling Stockholders and none of the proceeds will be received by the Company. SELLING STOCKHOLDERS The Selling Stockholders acquired the shares of Common Stock to be offered hereby pursuant to an Agreement and Plan of Merger dated as of March 7, 1996 (the Agreement ), among the Company, Kistler-Morse Corporation ( Kistler- Morse ) and certain shareholders of Kistler-Morse. Pursuant to the Agreement, Kistler-Morse was merged with and into a subsidiary of the Company on April 4, 1996 and all the issued and outstanding capital stock of Kistler-Morse was converted into cash and 241,554 shares of Common Stock of the Company. In addition, pursuant to the terms of the Agreement, the Selling Stockholders may be entitled to receive up to an aggregate of 36,032 additional shares of Common Stock of the Company if certain conditions set forth in the Agreement are met. Although the shares of Common Stock acquired pursuant to the Agreement are held for investment, in recognition of the fact that the Selling Stockholders may wish to be legally permitted to sell the shares when they deem appropriate, the Company agreed to prepare and file a Registration Statement (of which this Prospectus is part) with the Commission relating to the resale of such shares. Since the Selling Stockholders may sell all or some of the shares of Common Stock offered hereby, no estimate can be made of the aggregate amount of the Company s Common Stock that will be owned by each Selling Stockholder upon completion of the offering to which this Prospectus relates. Moreover, the number of shares of the Company s Common Stock held by the Selling Stockholders may change as a result of sales or purchases by the Selling Stockholders after the date hereof. None of the Selling Stockholders has had a material relationship within the past three years with the Company and its subsidiaries other than as a result of the ownership of the Company s Common Stock. The following table sets forth information concerning the number of Shares of Common Stock owned by each of the Selling Stockholders as of the date of this Prospectus, the maximum number of shares offered by such Selling Stockholder pursuant to this Prospectus and the number of such shares to be owned by the Selling Stockholders after completion of this offering, assuming that all Shares offered hereby are sold. Name No. of Shares of Common Stock Owned Prior to the Offering** No. of Shares being Offered** Shares owned after Completion of the Offering. Robert Arnold 12,012 12,012 0 Daniel Blattman 6,726 6,726 0 David Burton 4,348 4,348 0 Robert Carr 2,401 2,401 0 Steve Eklund 9,206 9,206 0 Ralph Horton 3,154 3,154 0 Walter Kistler 97,215 97,215 0 Douglas Luke, Sr. 2,642 2,642 0 Charles Morse, IV 52,271 52,271 0 Alexandra D. Morse Trust 16,176 16,176 0 Elizabeth F. Morse Trust 16,176 16,176 0 Elizabeth Morse 1,200 1,200 0 Andrew Thompson Trustee 3,202 3,202 0 Thompson Family Trust 3,202 3,202 0 Andrew Thompson 1,600 1,600 0 Sylvia Thompson 9,707 9,707 0 Isabelle Thompson 3,202 3,202 0 Veronica Thompson 3,202 3,202 0 Seshadri Velamoor 19,719 19,719 0 Milton Woods 6,566 6,566 0 Savage Thompson Management 3,659 3,659 0 ________________ * None of the Selling Stockholders own 1% or more of the Common Stock ** Includes Additional Shares which may be issued to Selling Stockholders PLAN OF DISTRIBUTION The Company s Common Stock is listed on the New York Stock Exchange ( NYSE, Symbol: DHR) and on the Pacific Stock Exchange ( PSE ). Application will be made to list the shares offered hereby on the NYSE and the PSE. Subject to approval of the NYSE and the PSE, the Selling Stockholders may sell from time to time shares of Common Stock offered hereby in transactions on the NYSE, the PSE, in privately-negotiated transactions or otherwise, in each case at prices satisfactory to the Selling Stockholders. The brokers or dealers through or to whom the shares of Common Stock offered hereby may be sold may be deemed underwriters of the shares within the meaning of the Securities Act of 1933, as amended, in which event, all brokerage commissions or discounts and other compensation received by such brokers or dealers may be deemed underwriting compensation. The Common Stock offered hereby will be sold by the Selling Stockholders acting as principals for their own account. The Company will receive no proceeds from this offering. The Selling Stockholders will pay all applicable stock transfer taxes, transfer fees and brokerage commissions, and related fees and expenses, but the Company will bear the costs of preparing the Registration Statement of which this Prospectus is a part and all filing fees and legal and accounting expenses in connection with registration under federal and state securities laws. LEGAL MATTERS The legality of the shares offered hereby is being passed upon for the Company by Wilmer, Cutler & Pickering, Washington, D.C., counsel to the Company. EXPERTS The financial statements for the years ended December 31, 1995, 1994 and 1993, incorporated by reference in this Prospectus have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are included herein in reliance upon the authority of said firm as experts in giving said reports. No person has been authorized by the Company to give any information or to make any representations other than those contained in this Prospectus in connection with the offer contained in this Prospectus, and if given or made, such information or representations may not be relied upon as having been authorized by the Company. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make such offer or solicitation. Neither the delivery of this Prospectus nor any sale made hereunder shall create an implication that there has been no change in the affairs of the Company since the date hereof. Table of Contents Page Available Information. . . . . . . . . . . . . . . . . . . . . . . . . . . .2 Incorporation of Certain Documents by Reference. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2 The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3 Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3 Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . .3 Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . .6 Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6 Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6 277,586 Shares COMMON STOCK ______________________________________ DANAHER CORPORATION _______________________________________ PROSPECTUS April 25, 1996 ______________________________________ -----END PRIVACY-ENHANCED MESSAGE-----