As filed with the Securities and Exchange Commission on March 24,1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
__________________________
DANAHER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 59-1995548
(State of (I.R.S.
Incorporation) Employer
Identification
No.)
1250 24th Street, N.W.
Washington, D.C. 20037
(202) 828-0850
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
__________________________
George M. Sherman
President and Chief Executive Officer
Danaher Corporation
Washington, D.C. 20037
1250 24th Street, N.W.
(202) 828-0850
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
George P. Stamas, Esquire
Piper & Marbury
36 South Charles Street
Baltimore, Maryland 21201
__________________________
Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this
Registration Statement.
If any of the securities being registered on this Form are
to be offered pursuant to dividend or interest reinvestment
plans, please check the following box.
If any of the securities being registered on this Form are
being offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box.
__________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<C> <C> <C> <C> <C>
Proposed Proposed
Amount maximum maximum Amount of
Title of Securities to be Offering Aggregate registration
to be Registered registered Price per share Offering price fee
Common Stock, par
value $.01 per share 1,143,914 shares (2) $28.25 $32,315,570.50 $11,143.28
</TABLE>
(1) Pursuant to Rule 457, the proposed maximum offering price per
share, proposed maximum aggregate offering price and amount
of registration fee are based upon the average of the high
and low prices of Registrant's Common Stock on March 20, 1995
as reported in The Wall Street Journal (Eastern Edition) on
March 21, 1995.
(2) Maximum number of shares which may be offered.
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until this registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act
of 1933 or until the Registrant shall file a further amendment
which specifically states that this Registration Statement shall
become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.
SUBJECT TO COMPLETION, DATED MARCH 24, 1995
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 April ___, 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 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 and schedules 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 _________, 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
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses in connection
with this Registration Statement. The Company will pay all
expenses of the offering. All of such expenses are estimates,
other than the filing fees payable to the Securities and Exchange
Commission.
Filing Fee-Securities and Exchange Commission $11,143.28
Fees and Expenses of Counsel $1,500
Miscellaneous Expenses $2,000
TOTAL $14,692.50
_________
Item 15. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL") grants each corporation organized
thereunder, such as the Registrant, the power to indemnify its
directors and officers against liabilities for certain of their
acts. Article X of the Registrant's Amended Certificate of
Incorporation and Article VIII of the Registrant's By-Laws
provides for indemnification of directors and officers of the
Registrant to the extent permitted by Section 145.
Section 102(b)(7) of the DGCL permits a provision in the
certificate of incorporation of each corporation organized
thereunder, such as the Registrant, eliminating or limiting, with
certain exception, the personal liability of a director to the
corporation or its stockholders for monetary damages for certain
breaches of fiduciary duty as a director. Article X of the
Amended Certificate of Incorporation of the Registrant eliminates
the liability of directors except to the extent that such
liability arises (i) for any breach of the director's duty of
loyalty to the Registrant or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) pursuant to
Section 174 of the DGCL which relates to the unlawful payment of
dividends or unlawful stock purchase or redemption or (iv) for
any transaction from which the director derived an improper
personal benefit.
The foregoing statements are subject to the detailed
provisions of Section 102(b)(7) and 145 of the DGCL, Article X of
the Restated Certificate of Incorporation of the Registrant and
Article VIII of the Bylaws of the Registrant, as applicable.
Item 16. Exhibits
Exhibit No. Description
4.1 Credit Agreement dated as of Incorporated
September 7, 1990 among Danaher by Reference
Corporation, the Financial
Institutions Listed Therein and
Bankers Trust Company as Agent.
4.2 Note Agreement as of November 1, Incorporated
1992 Between Danaher Corporation by Reference
and Lenders Referenced Therein
4.3 Note Agreement as of April 1, Incorporated
1993 Between Danaher Corporation by Reference
and Lenders Referenced Therein
5 Opinion of Piper & Marbury Filed
regarding the legality of the herewith
securities being registered
10.1 Agreement as of November 1, 1990 Incorporated
between Danaher Corporation, by Reference
Easco Hand Tools, Inc. and Sears,
Roebuck and Co.
23.1 Consent of Arthur Andersen & Co. Filed
herewith
23.2 Consent of Piper & Marbury Filed
(included in Exhibit 5) herewith
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities
Exchange of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(b) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suite or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
(c) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under
the Securities Act of 1933, the information omitted from the form
of prospectus filed as part of this Registration Statement in
reliance upon Rule 430A and contained in a form of prospectus
filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of
this Registration Statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new
Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(d) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the
"Securities Act");
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs
in contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") that are
incorporated by reference in the registration statement.
(2) That for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the District of Columbia, on this 24th day of March, 1995.
DANAHER CORPORATION
By /s/ George M. Sherman
George M. Sherman, President
and Chief Executive Officer
Known all men by these presents, that each person whose
signature appears below constitutes and appoints George M.
Sherman and C. Scott Brannan (with full powers to each of them to
act alone) as his true and lawful attorney-in-fact and agent,
with full power and substitution, for him and in his name, place
and stead, in any and all capacities to sign any or all
amendments or post-effective amendments to this Registration
Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and
Exchange Commission, to sign any and all applications,
registration statements, notices or other documents necessary or
advisable to comply with the applicable state securities laws,
and to file the same, together with all other documents in
connection therewith, hereby ratifying and confirming all that
said attorney-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
President, Chief
/s/ George M. Sherman Executive Officer
and Director March 24, 1995
George M. Sherman (Principal Executive
Officer)
Senior Vice
/s/ Patrick W. Allender President, Chief
Financial Officer
Patrick W. Allender and Secretary March 24, 1995
(Principal Financial
Officer)
/s/ C. Scott Brannan Controller
C. Scott Brannan (Principal March 24, 1995
Accounting Officer)
/s/ Mortimer M. Caplin
Mortimer M. Caplin Director March 24, 1995
/s/ Donald J. Ehrlich Director March 24, 1995
Donald J. Ehrlich
/s/ Walter G.Lohr,Jr. Director March 24, 1995
Walter G. Lohr, Jr.
/s/ Mitchell P. Rales Director March 24, 1995
Mitchell P. Rales
/s/ Steven M. Rales
Steven M. Rales Director March 24, 1995
/s/ A. Emmet Stephenson, Jr. Director March 24, 1995
A. Emmet Stephenson, Jr.
EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
5 Opinion of Piper & Marbury regarding the 17
legality of the of the securities being
registered
23.1 Consent of Arthur Andersen & Co. 19
23.2 Consent of Piper & Marbury (included in
Exhibit 5)
March 24, 1995
Danaher Corporation
1250 24th Street, N.W.
Suite 800
Washington, D.C. 20037
Re: Danaher Corporation Registration Statement on Form S-3
Dear Sirs:
We have acted as counsel to Danaher Corporation, a Delaware
corporation (the "Company"), in connection with the Company's
Registration Statement on Form S-3 including all amendments or
supplements thereto, filed March 24, 1995 with the Securities and
Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act") and the issuance of shares of the
Company's Common Stock, par value of $0.01 per share (the
"Shares"), pursuant to the Registration Statement.
In this capacity, we have examined the Company's charter and
By-Laws, the proceedings of the Board of Directors of the Company
relating to the issuance of the Shares and such other documents,
instruments and matters of law as we have deemed necessary to the
rendering of this opinion. In such examination, we have assumed
the genuineness of all signatures, the conformity of final
documents in all material respects to the versions thereof
submitted to us in draft form, the authenticity of all documents
submitted to us as originals, and the conformity with originals
of all documents submitted to us as copies.
Based upon the foregoing, we are of the opinion and advise
you that the Shares issued by the Company pursuant to the
Agreement and Plan of Merger described in the Registration
Statement have been duly authorized, validly issued, fully paid
and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. In giving our consent, we do not
thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Act or the Rules and
Regulations of the Commission thereunder.
Very truly yours,
PIPER & MARBURY
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we consent to the
incorporation in this registration statement of our reports dated
January 25, 1995 included or incorporated by reference in Danaher
Corporaion's Form 10-K for the year ended December 31, 1994 and
to all references to our Firm in this registration statement.
ARTHUR ANDERSEN LLP
Washington, D.C.
March 20, 1995
