As filed with the Securities and Exchange Commission on April 23,
1996
Registration No. 33-02447
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
_____________________
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 Incorporation) (I.R.S. 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
1250 24th Street, N.W.
Washington, D.C. 20037
(202) 828-0850
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
George P. Stamas, Esqui re
Wilmer, Cutler & Picker ing
2445 M Street, N.W.
Washington, D.C. 20037
______________________________
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.
________________________________
<PAGE>
CALCULATION OF REGISTRATION FEE
Title of
Securities to be
Registered
Amount to be
Registered
Proposed
maximum
Offering
Price per
share
Proposed
maximum
Aggregate
Offering Price
Amount of
registration
fee
Common Stock,
par value $.01
per share
277,586 shares (2)
$37.125(1)
$10,305,380(1)
$3,606.88 (1)
(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 April 10, 1996 as reported in The Wall
Street Journal (Eastern Edition) on April 11,
1996.
(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.
<PAGE>
SUBJECT TO COMPLETION, DATED APRIL 23, 1996
PROSPECTUS
277,586 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 April 10, 1996, the last sales price for the Common Stock as
reported on the New York Stock Exchange Composite Tape was $36.825
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 _____ ___, 1996.
<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 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
50 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. 20459 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, 1995 (the Annual Report );
2. The Company's Quarterly Report on Form 10-Q for
fiscal quarter ended 3-29-96.
3. The Company's Current Report on Form 8-K filed 4-
23-96.
4. 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
5. 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
documents 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 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.
THE COMPANY
Danaher Corporation (the Company ) operates a variety of
businesses through its wholly-owned subsidiaries. These
businesses are conducted in two business segments: Tools and
Components, and Process/Environmental Controls. 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, wheel service equipment, diesel
engine retarders and automotive air conditioning components which
are sold under such brand names as Coats , Ammco and Jake
Brake, 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 principal executive offices of the Company are
located at 1250 24th Street, N.W., Washington, D.C. 20037,
telephone number (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 March 7, 1996 (the Agreement ), among the
Company, Kistler-Morse Corporation ( Kistler- Morse ) and certain
shareholders of Kistler-Morse. Pursuant to the Agreement,
Kistler-Morse was merged with and into a subsidiary of the Company
on April 4, 1996 and all the issued and outstanding capital stock
of Kistler-Morse was converted into cash and 241,554 shares of
Common Stock of the Company. In addition, pursuant to the terms
of the Agreement, the Selling Stockholders may be entitled to
receive up to an aggregate of 36,032 additional shares of Common
Stock of the Company if certain conditions set forth in the
Agreement are met. 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 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.
<PAGE>
Name
No. of Shares of
Common Stock Owned
Prior to the
Offering**
No. of Shares being
Offered**
Shares owned after
Completion of the
Offering.
Robert Arnold
12,012
12,012
0
Daniel Blattman
6,726
6,726
0
David Burton
4,348
4,348
0
Robert Carr
2,401
2,401
0
Steve Eklund
9,206
9,206
0
Ralph Horton
3,154
3,154
0
Walter Kistler
97,215
97,215
0
Douglas Luke, Sr.
2,642
2,642
0
Charles Morse, IV
52,271
52,271
0
Alexandra D. Morse
Trust
16,176
16,176
0
Elizabeth F. Morse
Trust
16,176
16,176
0
Elizabeth Morse
1,200
1,200
0
Andrew Thompson
Trustee
3,202
3,202
0
Thompson Family
Trust
3,202
3,202
0
Andrew Thompson
1,600
1,600
0
Sylvia Thompson
9,707
9,707
0
Isabelle Thompson
3,202
3,202
0
Veronica Thompson
3,202
3,202
0
Seshadri Velamoor
19,719
19,719
0
Milton Woods
6,566
6,566
0
Savage Thompson
Management
3,659
3,659
0
________________
* None of the Selling Stockholders own 1% or more of the Common
Stock
** Includes Additional Shares which may be issued to Selling
Stockholders
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 Wilmer, Cutler & Pickering, Washington,
D.C., counsel to the Company.
EXPERTS
The financial statements for the years ended December 31,
1995, 1994 and 1993, 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.
<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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
277,586 Shares
COMMON STOCK
______________________________________
DANAHER
CORPORATION
_______________________________________
PROSPECTUS
___________,
1996
______________________________________
<PAGE>
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 $ 3,606.88
Fees and Expenses of Counsel $ 1,500.00
Miscellaneous Expenses $ 2,000.00
TOTAL $ 7,106.88
___________
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 exceptions, 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.
<PAGE>
Item. 16. Exhibits
Exhibit No. Description
2 Agreement and Plan of Merger dated Incorporated
August 20, 1995 between Danaher by Reference
Corporation and Affiliates and
Joslyn Corporation
4.1 Credit Agreement dated as of September 7, Incorporated
1990 among Danaher Corporation, the by Reference
Financial Institutions Listed Therein and
Bankers Trust Company as Agent.
4.2 Note Agreement as of November 1, 1992 Incorporated
Between Danaher Corporation and by Reference
Lenders Referenced Therein
4.3 Note Agreement as of April 1, 1993 Incorporated
Between Danaher Corporation and by Reference
Lenders Referenced Therein
5. Opinion of Wilmer, Cutler & Pickering Filed
regarding the legality of the securities herewith
being registered
10.1 Agreement as of November 1, 1990 Incorporated
between Danaher Corporation, Easco By Reference
Hand Tools, Inc. and Sears, Roebuck and
Co.
10.2 Employment Agreement between Incorporated
Danaher Corporation and George M. by Reference
Sherman dated as of January 2, 1990
23.1 Consent of Arthur Andersen LLP. Filed
herewith
23.2 Consent of Wilmer, Cutler & Pickering Filed
(included in Exhibit 5) previously
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 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 Act
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, suit 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 of 1933 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 is 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.
<PAGE>
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 11th day of April, 1996.
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 or 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.
<PAGE>
Pursuant or 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
/s/ George M. Sherman*
George M. Sherman
President, Chief
Executive Officer and
Director
(Principal Executive
Officer),
April 23, 1996
/s/ Patrick W. Allender*
Patrick W. Allender
Senior Vice President,
Chief Financial Officer
and Secretary
(Principal Financial
Officer)
April 23, 1996
/s/ C. Scott Brannan
C. Scott Brannan
Controller (Principal
Accounting Officer)
April 23, 1996
/s/ Mortimer M. Caplin*
Mortimer M. Caplin
Director
April 23, 1996
/s/ Donald J. Ehrlich*
Donald J. Ehrlich
Director
April 23, 1996
/s/ Walter G.Lohr, Jr.*
Walter G. Lohr, Jr.
Director
April 23, 1996
/s/ Mitchell P. Rales*
Mitchell P. Rales
Director
April 23, 1996
/s/ Steven M. Rales*
Steven M. Rales
Director
April 23, 1996
/s/ A. Emmet Stephenson,
Jr.*
A. Emmet Stephenson, Jr.
Director
April 23, 1996
* Signed by C. Scott Brannan as attorney-in-fact<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered
Page
23.1 Consent of Arthur Andersen LLP II-8
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Danaher Corporation:
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports dated January 26, 1996 included in or incorporated by
reference in Danaher Corporation s Form 10-K for the year ended
December 31, 1995 and to all references to our Firm in this
registration statement.
ARTHUR ANDERSEN LLP
April 23, 1996
