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.
