Registration No. :33-58207
Filed Pursuant to Rule 424(b)(3)
PROSPECTUS
1,143,914 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 March
20, 1995, the last sales price for the Common Stock as reported
on the New York Stock Exchange Composite Tape was $28.375 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 March 31, 1995.
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
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 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, 1994 (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 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 document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement.
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, 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 Merger
dated as of November 18, 1994 (the "Agreement"), among the
Company, Armstrong Bros. Tool Co. ("ABT") and Griswold Machine
and Engineering, Inc. Pursuant to the Agreement, ABT was merged
with and into the Company on December 30, 1994 and all of the
issued and outstanding capital stock of ABT was converted into
cash and 1,143,914 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.
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.
<TABLE>
<C> <C> <C> <C>
Name Number of Shares of Number of Shares Owned After
Common Stock Shares Being after completion
Owned Prior to the Offered of the Offering
Offering
Bette Armstrong Trustee under
Declaration of trust dated
April 10,1985 19,220 19,220 0
Henry R. Hertlein and Mary
M. Hertlein Trustees, U/T/A dated
11/17/80. F/B/P Hertlein Family
Trust 13,502 13,502 0
Hollis E. Lewey, Trustee of the
Hollis E. Lewey Declaration of
Trust, dtd. September 23, 1987 43,486 43,486 0
Hugh W. Armstrong & Rita M.
Armstrong Trustees Under the
Hugh W. Armstrong Trust dated
10/11/91 18,512 18,512 0
James E. Whitfield, Howard
B. Carroll and Paul Armstrong,
as Successor Trustees of Trust
B U/W/O Lennox F. Armstrong,
deceased 99,764 99,764 0
Kenneth A. Helms, Trustee of
the trust by Janet E. Helms,
Deceased 13,502 13,502 0
Kenneth C. Helms Trust,
Kenneth C. Helms, Trustee 13,502 13,502 0
Kenneth C. Helms Trust,
Kenneth C. Helms, Trustee 27,004 27,004 0
Lennox J. Armstrong,
Paul Armstrong, Custodian
Mary A. Lewey, Trustee of
the Mary A. Lewey Declaration
of Trust,dtd:
September 23, 1987 53,416 53,416 0
Paul Armstrong Trustee
under the Nancy B. Armstrong
T/A dated 11/3/70 irrevocable
F/B/O Paul L. Armstrong,
Mary E. Armstrong, Helen C.
Armstrong, & Lennox Armstrong 2,980 2,980 0
Paul L. Armstrong, Trustee of
the Paul L. Armstrong
Declaration of Trust
dated December 30, 1988 74,736 74,736 0
Richard T. Hardy, Trustee
under Trust Agreement,
dated 12/15/92 and Known
as the Richard T. Hardy Trust 18,366 18,366 0
Rita M. Armstrong & Hug2h
W. Armstrong, Trustees under
the Rita M. Armstrong Trust
dated 10/11/91 16,338 16,338 0
The Northern Trust Company
as sole Trustee under the
will of Kezia E. Armstrong 126,084 126,084 0
Virginia A. Carroll, Jean
M. Armstrong, Trustees,
Trust B U/W/O Horace
Armstrong2 85,232 85,232 0
Bruce M. Armstrong 23,470 23,470 0
Daniel J. Armstrong 10,588 10,588 0
Deshler D. Armstrong 14,350 14,350 0
Donald L. Armstrong 16,760 16,760 0
Ellen D.2 Armstrong 5,176 5,176 0
Gregory J. Armstrong 11,646 11,646 0
Jane K. Armstrong 12,640 12,640 0
Jean M. Armstrong 4,476 4,476 0
Jeffrey J. Armstrong 10,352 10,352 0
Jill Armstrong 5,176 5,176 0
John D. Armstrong 17,298 17,298 0
Marcia B. Armstrong 4,968 4,968 0
Paul Armstrong 42,430 42,430 0
Robert E. Armstrong 10,588 10,588 0
Thomas S. Armstrong 21,416 21,416 0
Teresa M. Armstrong 2,732 2,732 0
Paul L. Armstrong II 11,582 11,582 0
Hugh W. Armstrong III 10,836 10,836 0
William T. Armstrong, Jr. 17,082 17,082 0
Mary Jean Basta 6,800 6,800 0
Lois M. Bentsen 11,050 11,050 0
Howard B. Carroll 17,922 17,922 0
Virginia Armstrong Carroll 4,224 4,224 0
Barbara A. Hoburg 11,050 11,050 0
Allen A. Johnson 6,080 6,080 0
Barbara Jean Johnson 4,968 4,968 0
John H. Lewey 6,800 6,800 0
Rita A. Nash 18,734 18,734 0
Ruth E. Neitzel 11,050 11,050 0
John A. Peyton 13,502 13,502 0
Thomas R. Peyton 13,502 13,502 0
Flora H. Schumacher 54,010 54,010 0
Barbara J. Schwartz 8,178 8,178 0
William G. Simon, Jr. 3,726 3,726 0
Carol L. Steadman 2,912 2,912 0
Eva M.2 Steadman 13,502 13,502 0
Paul Armstrong & Patrick
Allender, as Escrow Agents 56,694 56,694 0
Totals 1,143,914 1,143,914
</TABLE>
__________________
* 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, 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 2of 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,
1994, 1993, and 1992 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 1,143,914 Shares
those contained in this
Prospectus in connection with Common Stock
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 DANAHER
a solicitation of an offer to CORPORATION
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 PROSPECTUS
to do so, or to any person to
whom it is unlawful to make March 31, 1995
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 4
Selling Stockholders 4
Plan of Distribution 6
Legal Matters 6
Experts 6
