DANAHER CORP /DE/
10-K/A, 1995-04-27
AIR-COND & WARM AIR HEATG EQUIP & COMM & INDL REFRIG EQUIP
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                 SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549
                                  
                             FORM 10-K/A
                                   
     (Mark One)
     
      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE    
                                  
              [ X ]          SECURITIES EXCHANGE ACT OF 1934
     For the fiscal year ended December 31, 1994
            OR
              [   ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                      OF THE SECURITIES EXCHANGE ACT OF 1934
                          
     For the transition period from ____to___Commission File
     Number:1-8089
     
     DANAHER CORPORATION
     (Exact name of registrant as specified in its charter)
                           
     Delaware                                59-1995548
     (State of incorporation)                (I.R.S.Employer
                                             Identification
                                             number)
     
     1250 24th Street, N.W., Suite 800
     Washington, D.C.                       20037
     (Address of Principal                  (Zip Code)
     Executive Offices)            
     
     Registrant's telephone number, including area code: 
     202-828-0850
        
              Securities Registered Pursuant to Section 12(b) of the
     Act:
                      
                                                             
                                        Name of Exchanges
     Title of each class                on which registered
     Common Stock $.01 par Value        New York Stock
                                        Exchange, Inc.
                                        Pacific Stock
                                        Exchange, Inc.
     
     Securities registered pursuant to Section 12(g) of the
     Act:
              
                            NONE
                    
     (Title of Class)
        
          Indicate by check mark whether the registrant (1) has
     filed all reports required to be filed by Section 13 or
     15(d) of the Securities Exchange Act of 1934 during the
     preceding 12 months and (2) has been subject to such
     filing requirements for the past 90 days.
     
     Yes  X                            No
                    
     Indicate by check mark if disclosure of delinquent
     filers pursuant to Item 405 of Regulation S-K is not
     contained herein, and will not be contained, to the
     best of registrant's knowledge, in definitive proxy or
     information statements incorporated by reference in
     Part III of this Form  10-K or any amendment to this
     Form 10- K. [X]
     
     As of March 20, 1995, the number of shares of common
     stock outstanding was 58,438,288 and were held by
     approximately 2,800 holders.  The aggregate market
     value of common shares held by non-affiliates of the
     Registrant on such date was approximately $900 million,
     based upon the closing price of the Company's common
     shares as quoted on the New York Stock Exchange
     composite tape on such date.
                                           
     This amendment reflects the inclusion of Exhibit 27,
     Financial Data Schedules.

              EXHIBIT INDEX APPEARS ON PAGE 8
     


     Exhibits
     

     (3) Articles of Incorporation and By-Laws.
    
         (a) The Articles of Incorporation of Danaher (filed as
         Annex B to Danaher's Proxy Statement dated October 7,
         1986).
         Incorporated By Reference
         
         (b) The By-Laws of Danaher.
         Incorporated By Reference
         
     (10) Material Contracts:
        
         (a) Employment Agreement between Danaher Corporation
         and George M. Sherman dated as of January 2, 1990
         Incorporated By Reference
         
         (b) Credit Agreement Dated As of September 7, 1990.
         Among Danaher Corporation, the Financial Institutions
         Listed Therein and Bankers Trust Company as Agent.
         Incorporated By Reference
         
        (c) Agreement as of November 1, 1990 between Danaher
          Corporation, Easco Hand Tools, Inc. and Sears,
          Roebuck and Co.
          Incorporated By Reference
          
        (d) Note Agreement as of November 1, 1992 Between
        Danaher Corporation and Lenders Referenced Therein.
        Incorporated By Reference
     
        (e) Note Agreement as of April 1, 1993 Between Danaher
        Corporation and Lenders Referenced Therein.
        Incorporated By Reference
        
     (13) Annual Report to Securityholders
    
     (22) Subsidiaries of Registrant.
    
     (24) Consent of Independent Public Accountants.
     
     (27) Financial Data Schedules
          <PAGE>
                         SIGNATURES
     
     
          Pursuant to the requirements of Section 13 or
     15(d) of the Securities Exchange Act of 1934, the
     Registrant has duly caused this report to be signed on
     its behalf by the undersigned, thereunto duly
     authorized.
     
     
     
                                        DANAHER CORPORATION
     
     
     
                               By:    /s/ GEORGE M.SHERMAN   
                                     George M. Sherman
                                     President and Chief
                                        Executive Officer
     
     Date: April 27, 1995
     
     
     /s/  GEORGE M. SHERMAN             President and Chief 
          George M. Sherman             Executive Officer
     
     /s/  STEVEN M. RALES               Chairman of the 
          Steven M. Rales               Board
     
     /s/ MITCHELL P. RALES              Chairman of the 
         Mitchell P. Rales              Executive Committee
     
     /s/ WALTER G. LOHR, JR.            Director
         Walter G. Lohr, Jr.
     
     /s/ DONALD J. EHRILCH              Director
         Donald J. Ehrlich
     
     /s/ MORTIMER M. CAPLIN             Director
         Mortimer M. Caplin
     
     /s/ A. EMMET STEPHENSON, JR.       Director
         A. Emmet Stephenson, Jr.
     
     /s/PATRICK W. ALLENDER             Senior Vice
      Patrick W. Allender               President-Chief
                                        Financial Officer
                                        and Secretary
     
      /s/ C. SCOTT BRANNAN              Vice President and 
               C. Scott Brannan              Controller<PAGE>
 
   


<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               DEC-31-1994
<CASH>                                            1978
<SECURITIES>                                     15760
<RECEIVABLES>                                   205002
<ALLOWANCES>                                     11638
<INVENTORY>                                     142390
<CURRENT-ASSETS>                                388687
<PP&E>                                          421672
<DEPRECIATION>                                  148596
<TOTAL-ASSETS>                                 1134941
<CURRENT-LIABILITIES>                           396235
<BONDS>                                              0
<COMMON>                                           632
                                0
                                          0
<OTHER-SE>                                      175468
<TOTAL-LIABILITY-AND-EQUITY>                   1134941
<SALES>                                        1288684
<TOTAL-REVENUES>                               1288684
<CGS>                                           934332
<TOTAL-COSTS>                                  1142848
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                9313
<INCOME-PRETAX>                                 136523
<INCOME-TAX>                                     54873
<INCOME-CONTINUING>                              81650
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     81650
<EPS-PRIMARY>                                     1.40
<EPS-DILUTED>                                     1.40
        

</TABLE>


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