-----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, G3h4WiEbkrpfEdIGRhWq/XkiCgzwA2ICg0NtxX+XccmnhlnMO/IFwpaSkvEUF/vf xW1EILdFCXVsvvFNRIAOzg== 0000950172-96-000315.txt : 19960629 0000950172-96-000315.hdr.sgml : 19960629 ACCESSION NUMBER: 0000950172-96-000315 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960627 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TYLAN GENERAL INC CENTRAL INDEX KEY: 0000894776 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 042659273 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44727 FILM NUMBER: 96586460 BUSINESS ADDRESS: STREET 1: 9577 CHEAPEAKE DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92123 BUSINESS PHONE: 6195711222 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 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No ) Tylan General, Inc (Name of Issuer) Common Stock, Par Value $.001 Per Share (Title of Class of Securities) 902169101 CUSIP Number Patrick W. Allender Morris J. Kramer Danaher Corporation Skadden, Arps, Slate 1250 24th Street, N.W. Meagher & Flom Suite 800 919 Third Avenue Washington, DC 20037 New York, NY 10022 (202) 828-0850 (212) 735-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 24, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a state- ment 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 [X]. (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.) 13D -------------------------------------------------------- 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 None SHARES ----------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER 678,400 OWNED BY EACH ----------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER None PERSON ----------------------------------------- WITH 10. SHARED DISPOSITIVE POWER 678,400 -------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT- ING PERSON 678,400 -------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EX- CLUDES CERTAIN SHARES [ ] -------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.4% -------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO -------------------------------------------------------- 13D -------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DH Holdings Corporation -------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] -------------------------------------------------------- 3. SEC USE ONLY -------------------------------------------------------- 4. SOURCE OF FUNDS AF -------------------------------------------------------- 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 None SHARES ----------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER 678,400 OWNED BY EACH ----------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER None PERSON ----------------------------------------- WITH 10. SHARED DISPOSITIVE POWER 678,400 -------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT- ING PERSON 678,400 -------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EX- CLUDES CERTAIN SHARES [ ] -------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.4% -------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO -------------------------------------------------------- Item 1. Security and Issuer. This statement relates to the common stock, par value $.001 per share (the "Shares"), of Tylan General, Inc., a Delaware corporation (the "Issuer"). The princi- pal executive office of the Issuer is located at 15330 Avenue of Science, San Diego, California 92128. Item 2. Identity and Background. The names of the persons filing this statement are Danaher Corporation, a Delaware corporation ("Danaher"), and DH Holdings Corporation, a Delaware corporation and a wholly owned subsidiary of Danaher ("DHHC"). Danaher and DHHC are sometimes referred to as the "Reporting Persons." Each of the Reporting Persons has its principal office at 1250 24th Street, N.W., Suite 800, Washington, D.C. 20037. Danaher's principal busi- ness is the design, manufacture and marketing of indus- trial and consumer products. DHHC holds substantially all of the stock of the subsidiaries of Danaher. Set forth in Schedule A, which is attached hereto and incorporated by reference, are the names and present principal occupations or employments of the executive officers and directors of the Reporting Persons and each person who controls the Reporting Persons. 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 last five years, neither Reporting Person nor, to the best knowledge of the Reporting Per- sons, any executive officer, director or controlling person of a Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, neither Reporting Person nor, to the best knowledge of the Reporting Per- sons, any executive officer, director or controlling person of a Reporting Person has been a party to a civil proceeding of a judicial or administrative body of compe- tent jurisdiction where the result of such proceeding was the imposition of a judgment, decree or final order enjoining future violations of, or prohibiting or mandat- ing 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. The Shares owned by DHHC were purchased by DHHC on the open market for an aggregate cash consideration of $6,644,370 (including brokerage commissions), using funds contributed to DHHC by Danaher. Such funds were from Danaher's general corporate funds. Item 4. Purpose of Transaction. DHHC purchased the Shares reported herein in order to obtain a substantial equity interest in the Issuer. The Reporting Persons are presently considering the acquisition of additional Shares (subject to market conditions and any required filings with governmental authorities) in privately negotiated or open-market transactions. Depending upon the Reporting Person's evaluation of the Issuer's business and prospects and upon future developments, market conditions and alterna- tive investment opportunities and uses of funds, the Reporting Persons may determine to increase, decrease or dispose of their holdings of Shares in one or more pri- vately negotiated or open-market transactions or other- wise, and may consider seeking control of the Issuer, on such terms and at such times as the Reporting Persons considers desirable. The Reporting Persons anticipate seeking to meet with the Issuer to discuss the business and prospects of the Issuer. Other than as described above, the Reporting Persons have no present plans or proposals that relate to or would result in any of the actions set forth in sub- paragraphs (a)-(j) of Item 4. Item 5. Interest in Securities of the Issuer. As of the close of business on June 26, 1996, the Reporting Persons beneficially owned 678,400 Shares. Such Shares constituted approximately 10.4% of the out- standing Shares (based on the number of shares outstand- ing as set forth in the Issuer's Form 10-Q for the fiscal quarter ended April 28, 1996). The Reporting Persons share the power to vote, or to direct the vote, and to dispose or direct the disposition of the Shares owned by the Reporting Persons. Set forth in Schedule B hereto is a schedule of all transactions in Shares effected by the Reporting Persons during the past 60 days. In each case, the transaction was effected by DHHC on the Nasdaq National Market through normal brokerage transactions. Except as described above, neither Reporting Person nor, to the best knowledge of the Reporting Persons, any executive officer, director or controlling person of a Reporting Person owns beneficially any Shares or has engaged in any transactions in Shares during the past 60 days. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Neither Reporting Person nor, to the best knowledge of the Reporting Persons, any executive offi- cer, director or controlling person of the Reporting Persons has any contract, arrangement, understanding or relationship with any person with respect to any securi- ties of the Issuer. Item 7. Material to Be Filed as Exhibits. None. 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: June 27, 1996 DANAHER CORPORATION By:/s/ C. Scott Brannan ------------------------ Name: C. Scott Brannan Title: Vice President Administration and Controller DH HOLDINGS CORPORATION By:/s/ C. Scott Brannan ------------------------ Name: C. Scott Brannan Title: Secretary Schedule A Directors and Executive Officers of the Reporting Persons Set forth below are the name, business address and present principal occupation or employment of each direc- tor and executive officer of Danaher. Except as other- wise noted, the business address of each such person is 1250 24th Street, N.W., Suite 800, Washington, D.C. 20037. Each such person is a United States citizen. Directors of Danaher are indicated with an asterisk. Present Principal Name Occupation or Employment Patrick W. Allender . . . . . Mr. Allender is Senior Vice President, Chief Financial Officer and Secretary of Danaher. C. Scott Brannan . . . . . . Mr. Brannan is Vice President Administra- tion and Controller of Danaher. Mortimer M. Caplin* . . . . . Mr. Caplin is a Senior Caplin & Drysdale member of Caplin & One Thomas Circle, N.W. Drysdale, a law firm in Suite 1100 Washington, D.C. He is a Washington, D.C. 20005 Director of Fairchild Industries, Inc. Dennis D. Claramunt . . . . . Mr. Claramunt is Vice Presi- dent and Group Executive of Danaher. He is President of Jacobs Chuck Manufacturing Company. H. Lawrence Culp, Jr. . . . . Mr. Culp is Vice President and Group Executive of Danaher. He is President of Veeder-Root Company. Gregory T.H. Davies . . . . . Mr. Davies is Vice President and Group Executive of Danaher. He is President of Jacobs Vehicle Equipment Company. James H. Ditkoff . . . . . . Mr. Ditkoff is Vice President- Finance/Tax of Danaher. Donald J. Ehrlich* . . . . . Mr. Ehrlich is the Chairman, Wabash National Corporation President, Chief Executive 1000 Sagamore Parkway South Officer and a Director Lafayette, IN 47905 of Wabash National corporation. He is a Director of Indiana Secondary Market for Education- al Loans, Inc. and NBD Bank, N.A., Northwest. Walter G. Lohr, Jr.* . . . . Mr. Lohr is a Partner of Hogan & Hartson Hogan & Hartson, a law firm 111 South Calvert Street in Baltimore, Maryland. Suite 1600 Baltimore, MD 21202 Mitchell P. Rales* . . . . . Mr. Rales is Chairman of the Executive Committee of Danaher. He is a General Partner of Equity Group Holdings, a general partner- ship located in Washington, D.C., with interest in manu- facturing companies, media operations, and publicly traded securities. Steven M. Rales* . . . . . . Mr. Rales is Chairman of the Board of Danaher. He is a Gen- eral Partner of Equity Group Holdings, a general partnership located in Washington, D.C., with interests in manufacturing com- panies, media operations, and publicly traded securities. George M. Sherman* . . . . . Mr. Sherman is President and Chief Executive Officer of Danaher. Steven E. Simms . . . . . . . Mr. Simms is Vice President and Group Executive of Danaher. He is President of the Professional Tools Division of the Danaher Tool Group. A. Emmet Stephenson, Jr.* . . Mr. Stephenson is President Stephenson & Company of Stephenson & Company, 100 Garfield Street a private investment Denver, CO 80206 management firm in Denver, Colorado and Senior Partner of Stephenson Merchant Banking. John P. Watson . . . . . . . Mr. Watson is Vice President and Group Executive of Danaher. The executive officers of DHHC are George M. Sherman, President, Patrick W. Allender, Treasurer, and C. Scott Brannan, Secretary. Each such person is a director of DHHC. The name, business address and present principal occupation or employment of each such person is set forth above. Approximately 40% of the outstanding common stock of Danaher is beneficially owned by Steven M. Rales and Mitchell P. Rales. The aggregate holdings for Steven and Mitchell Rales include shares of Danaher common stock owned by Equity Group Holdings L.L.C. ("EGH") and Equity Group Holdings II L.L.C. ("EGH II") of which Steven and Mitchell Rales are the only members, along with other shares of common stock of Danaher which are directly owned by such individuals. EGH and EGH II are principal- ly engaged in the business of investing in the common stock of Danaher. The offices of Steven M. Rales, Mitch- ell P. Rales, EGH and EGH II are located at 1250 24th Street, N.W., Suite 800, Washington, D.C. 20037. Schedule B No. of Purchase Price Date Shares Per Share 5/24/96 55,000 $10.125 5/28/96 25,000 10.125 6/24/96 5,000 8.935 6/24/96 10,000 9.185 6/24/96 60,000 9.310 6/24/96 175,000 9.310 6/25/96 10,000 9.810 6/25/96 15,000 9.935 6/25/96 10,000 9.935 6/25/96 25,000 10.060 6/25/96 30,000 10.060 6/26/96 32,000 9.935 -----END PRIVACY-ENHANCED MESSAGE-----