-----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, Meq83MwXYxeLZD/AJACUg3rOC312Xqe9dIZDQiLfszh01A4b5xJC/tHiq8On6m0r qC5TsCiWLX61JHh8qAG0Cw== 0000313616-95-000013.txt : 199507110000313616-95-000013.hdr.sgml : 19950711 ACCESSION NUMBER: 0000313616-95-000013 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950710 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JOSLYN CORP /IL/ CENTRAL INDEX KEY: 0000054045 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] IRS NUMBER: 363560095 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-15605 FILM NUMBER: 95552913 BUSINESS ADDRESS: STREET 1: 30 S WACKER DR CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3124542900 MAIL ADDRESS: STREET 1: 30 S WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: JOSLYN MANUFACTURING & SUPPLY CO DATE OF NAME CHANGE: 19850527 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 Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Joslyn Corporation (Name of Issuer) Common Stock, Par Value $1.25 Per Share Common Stock Purchase Rights (Title of Class of Securities) 481070100 (CUSIP Number) Patrick W. Allender Danaher Corporation Steven Ostner 1250 24th Street, N.W. Debevoise & Plimpton Suite 800 875 Third Avenue Washington, D.C. 20037 New York, NY 10022 (202) 828-0850 (212) 909-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 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 the statement . (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. Page 2 of 6 *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 disclo- sures 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 Sec- tion 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. CUSIP No. 481070100 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Danaher Corporation 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 7. SOLE VOTING POWER 613,550 SHARES BENEFICIALLY 8. SHARED VOTING POWER None OWNED BY EACH REPORTING 9. SOLE DISPOSITIVE POWER 613,550 PERSON WITH 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 613,550 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ___ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.6% 14. TYPE OF REPORTING PERSON CO Page 4 of 6 This Amendment No. 1 amends and supplements the Statement on Schedule 13D (the "Schedule 13D") relating to the common stock, par value $1.25 per share, of Joslyn corporation, an Illinois corporation (the "Issuer"), previously filed by Danaher Corporation, a Delaware corporation ("Danaher"). Capitalized terms used and not defined in this Amendment have the meanings set forth in the Schedule 13D. 1. Item 3 of the Schedule 13D is hereby deleted in its entirety and replaced with the following: Item 3. Source and Amount of Consideration. The shares of Common Stock owned by Danaher were purchased by Danaher on the open market over the period from May 29, 1994 through October 6, 1994 for an aggregate cash consideration of $15,122,191 (including brokerage commissions), using Danaher's general corporate funds. 2. Item 4 of the Schedule 13D is hereby amended to add the following information: Item 4. Purpose of Transaction. Danaher has determined to propose a business combination with the Issuer in a transaction in which shareholders of the Issuer would receive $32 per share. Danaher has presented this proposal to the Board of Directors of the Issuer in a letter dated July 7, 1995, a copy of which is attached hereto as Exhibit 1. 3. Item 5 of the Schedule 13D is hereby amended to add the following information: Item 5. Interest in Securities of the Issuer. As of the close of business on July 7, 1995, Danaher beneficially owned 613,550 shares of Common Stock. Such securities in the aggregate constituted approximately 8.6% of the outstanding shares of Common Stock (based on the number of shares outstanding as set forth in the Issuer's Form 10-Q for the fiscal quarter ended March 31, 1995). Danaher has the sole power to vote, or to direct the vote, and to dipose or direct the disposition of the shares of Common Stock owned by it. Page 5 of 6 Danaher has effected no transactions in shares of Common Stock during the past 60 days. Except as described above, neither Danaher nor, to the best knowledge of Danaher, any executive officer, director or controlling person of Danaher owns beneficially any shares of Common Stock or has engaged in any transactions in shares of Common Stock during the past 60 days. 4. Item 7 of the Schedule 13D is hereby amended to add the following information: Item 7. Materials to be Filed as Exhibits. 1. Letter, dated July 7, 1995, from Danaher to the Board of Directors of the Issuer. 2 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. Date: July 10, 1995 DANAHER CORPORATION By:/s/Patrick W. Allender Name: Patrick W. Allender Title:Senior Vice President EX-1 2 LETTER TO BOARD OF ISSUER July 7, 1995 Mr. William E. Bendix Chairman of the Board Joslyn Corporation 30 South Wacker Drive Chicago, IL 60606 Dear Bill: As you know, Danaher Corporation has been an investor in Joslyn Corporation for over a year. We have been impressed with Joslyn's business, which complements businesses we are engaged in. When we spoke initially on June 30, 1995 and most recently on July 6 and 7, 1995, I told you that Danaher's management was reviewing what the alternatives might be with respect to our investment in Joslyn, and might consider discussing with Danaher's Board of Directors whether to explore a business combination with Joslyn. Danaher's management and Board of Directors has now decided to propose a business combination, and we hereby propose a combination of our companies' businesses in a transaction in which your stockholders would receive cash for each share of their common stock. Based on our review of publicly available information about Joslyn, we propose a price of $32 per share. We think the offer is the appropriate price based on publicly available information, but we would like to conduct a brief, highly focused due diligence investigation in order to explore whether a higher price could be justified. We believe that the transaction we are proposing represents a very attractive opportunity for your stockholders. The price we are offering represents a significant premium over today's closing market price of the Company's common stock -- a price that, in our view, already reflects the fact that Danaher is a substantial owner of Joslyn's shares. Our offer is not subject to financing, but is subject to the taking of all necessary actions to eliminate the applicability of, or to satisfy, any anti- takeover or other defensive provisions contained in the applicable corporate statutes or in the Company's charter, by-laws and rights agreement. Mr. William E. Bendix July 7, 1995 Page 2 We are convinced that the combination of our companies will be of great benefit to Joslyn and its stockholders. We also believe that Joslyn's employees, customers and suppliers will benefit from the joining of the complementary strengths of our two companies. Our financial strength and the complementary nature of the businesses of our two companies enables us to move forward quickly to negotiate and to close an agreement. We are prepared to enter into immediate discussions with you and your directors, management and advisors to answer any questions you may have about our offer. We hope that you and your fellow directors will view this offer as we do -- an excellent opportunity for the stockholders of the Company to realize full value for their shares to an extent that is not available to them in the marketplace. We trust that Joslyn's Board of Directors will give our offer prompt and serious consideration and will not take any actions that would adversely affect your stockholders' ability to receive the benefits of our proposed transaction. Our sincere desire is to work together with you to reach agreement on a negotiated transaction which can be presented to your stockholders as the joint effort of the directors and managements of both companies. As you can appreciate, it is important that we hear from you as promptly as practicable with respect to our offer. We look forward to hearing from you and to working together on this transaction. Sincerely, George M. Sherman -----END PRIVACY-ENHANCED MESSAGE-----