Registration No.: 33-53081.
Filed Pursuant to Rule 424(b)(3).
PROSPECTUS
95,853 SHARES
DANAHER CORPORATION
Common Stock
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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 March 28,
1994, the last sales price for the Common Stock as reported on the
New York Stock Exchange Composite Tape was $39.5625 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.
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The date of this Prospectus is May 2, 1994.
<PAGE>
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, including reports, proxy
statements and other information incorporated by reference into
this Prospectus, 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 500 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. 20549 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 relating thereto which the Company has filed with the
Commission, Washington, D.C. 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.
The Company hereby undertakes to provide a copy of any and all
information that has been incorporated by reference in the
Registration Statement (not including exhibits to the information
so incorporated by reference unless such exhibits are specifically
incorporated by reference into the information that the
Registration Statement incorporates) upon written or oral request
of any person, without charge to such person, provided that such
request is made to C. Scott Brannan, Controller, Danaher
Corporation, 1250 24th Street, N.W., Suite 800, Washington D.C.
20037 (telephone (202) 828-0850).
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, 1993 (the "Annual Report");
2. 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
3. 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.
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.
Any statement contained in a document incorporated or deemed
to be incorporated by reference herein 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 document 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
Danaher Corporation (the "Company") operates a variety of
businesses through its wholly-owned subsidiaries. These businesses
are conducted in three business segments: Tools,
Process/Environmental Controls and Transportation. 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 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 Company's Transportation business manufactures wheel service
equipment, lifts, diesel engine retarders and automotive air
conditioning components which are sold under such brand names as
Coats, Ammco and "Jake Brake."
The principal executive offices of the Company are located
at 1250 24th Street, N.W., Washington, D.C. 20037, telephone
(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
Reorganization dated as of January 13, 1994 (the "Agreement"),
among the Company, JS Technology, Inc., a Georgia corporation
("JS") and Jan Stasiek. Pursuant to the Agreement, JS was merged
with and into a subsidiary of the Company on January 25, 1994 and
all of the issued and outstanding capital stock of JS was
converted into cash and 95,853 shares of Common Stock of the
Company. 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 a part) with the Commission relating to
the resale of such shares.
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.
Mr. Stasiek is currently employed as the President of a
subsidiary of the Company.
Name Number of Shares
of Common Stock Shares Owned
Owned Prior to Number of Shared After Completion
the Offering* Being Offered of the Offering
Jan S. Stasiek 79,355 79,355 0
Roger C.Hamilton 8,744 8,744 0
John H. Ralston 3,676 3,676 0
Charles L.Towers 2,393 2,393 0
Ira Deyhimy and 1,302 1,302 0
Katherine Deyhimy, as
Joint Tenants
Bill Bengtson 383 383 0
and Donna Hill
Bengtson, as
Joint Tenants
* None of the Selling Stockholders own 1% or more of the Common
Stock.
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,
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 Piper & Marbury, Baltimore, Maryland, counsel to
the Company.
EXPERTS
The financial statements for the years ended December 31,
1993, 1992, and 1991 incorporated by reference in this Prospectus
have been audited by Arthur Anderson & Co., 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.
<PAGE>
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.3
The Company. . . . . . . .3
Use of Proceeds. . . . . .4
Selling Stockholders . . .4
Plan of Distribution . . .5
Legal Matters. . . . . . .5
Experts. . . . . . . . . .5
<PAGE>
95,853 Shares
Common Stock
___________________
DANAHER
CORPORATION
___________________
PROSPECTUS
May 2, 1994
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