SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No )
Tylan General, Inc
(Name of Issuer)
Common Stock, Par Value $.001 Per Share
(Title of Class of Securities)
902169101
CUSIP Number
Patrick W. Allender Morris J. Kramer
Danaher Corporation Skadden, Arps, Slate
1250 24th Street, N.W. Meagher & Flom
Suite 800 919 Third Avenue
Washington, DC 20037 New York, NY 10022
(202) 828-0850 (212) 735-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 24, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a state-
ment 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
the statement [X]. (A fee is not required only if the
reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2)
has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
13D
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1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Danaher Corporation
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7. SOLE VOTING POWER None
SHARES
-----------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 678,400
OWNED BY EACH
-----------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER None
PERSON
-----------------------------------------
WITH 10. SHARED DISPOSITIVE POWER 678,400
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT-
ING PERSON 678,400
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EX-
CLUDES CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4%
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14. TYPE OF REPORTING PERSON
CO
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13D
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1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DH Holdings Corporation
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS AF
--------------------------------------------------------
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 7. SOLE VOTING POWER None
SHARES
-----------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 678,400
OWNED BY EACH
-----------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER None
PERSON
-----------------------------------------
WITH 10. SHARED DISPOSITIVE POWER 678,400
--------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT-
ING PERSON 678,400
--------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EX-
CLUDES CERTAIN SHARES [ ]
--------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4%
--------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
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Item 1. Security and Issuer.
This statement relates to the common stock, par
value $.001 per share (the "Shares"), of Tylan General,
Inc., a Delaware corporation (the "Issuer"). The princi-
pal executive office of the Issuer is located at 15330
Avenue of Science, San Diego, California 92128.
Item 2. Identity and Background.
The names of the persons filing this statement
are Danaher Corporation, a Delaware corporation
("Danaher"), and DH Holdings Corporation, a Delaware
corporation and a wholly owned subsidiary of Danaher
("DHHC"). Danaher and DHHC are sometimes referred to as
the "Reporting Persons." Each of the Reporting Persons
has its principal office at 1250 24th Street, N.W., Suite
800, Washington, D.C. 20037. Danaher's principal busi-
ness is the design, manufacture and marketing of indus-
trial and consumer products. DHHC holds substantially
all of the stock of the subsidiaries of Danaher.
Set forth in Schedule A, which is attached
hereto and incorporated by reference, are the names and
present principal occupations or employments of the
executive officers and directors of the Reporting Persons
and each person who controls the Reporting Persons. Each
of such persons is a citizen of the United States of
America and has a business address at the address of
Danaher.
During the last five years, neither Reporting
Person nor, to the best knowledge of the Reporting Per-
sons, any executive officer, director or controlling
person of a Reporting Person has been convicted in a
criminal proceeding (excluding traffic violations or
similar misdemeanors).
During the last five years, neither Reporting
Person nor, to the best knowledge of the Reporting Per-
sons, any executive officer, director or controlling
person of a Reporting Person has been a party to a civil
proceeding of a judicial or administrative body of compe-
tent jurisdiction where the result of such proceeding was
the imposition of a judgment, decree or final order
enjoining future violations of, or prohibiting or mandat-
ing activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other
Consideration.
The Shares owned by DHHC were purchased by DHHC
on the open market for an aggregate cash consideration of
$6,644,370 (including brokerage commissions), using funds
contributed to DHHC by Danaher. Such funds were from
Danaher's general corporate funds.
Item 4. Purpose of Transaction.
DHHC purchased the Shares reported herein in
order to obtain a substantial equity interest in the
Issuer. The Reporting Persons are presently considering
the acquisition of additional Shares (subject to market
conditions and any required filings with governmental
authorities) in privately negotiated or open-market
transactions. Depending upon the Reporting Person's
evaluation of the Issuer's business and prospects and
upon future developments, market conditions and alterna-
tive investment opportunities and uses of funds, the
Reporting Persons may determine to increase, decrease or
dispose of their holdings of Shares in one or more pri-
vately negotiated or open-market transactions or other-
wise, and may consider seeking control of the Issuer, on
such terms and at such times as the Reporting Persons
considers desirable. The Reporting Persons anticipate
seeking to meet with the Issuer to discuss the business
and prospects of the Issuer.
Other than as described above, the Reporting
Persons have no present plans or proposals that relate to
or would result in any of the actions set forth in sub-
paragraphs (a)-(j) of Item 4.
Item 5. Interest in Securities of the Issuer.
As of the close of business on June 26, 1996,
the Reporting Persons beneficially owned 678,400 Shares.
Such Shares constituted approximately 10.4% of the out-
standing Shares (based on the number of shares outstand-
ing as set forth in the Issuer's Form 10-Q for the fiscal
quarter ended April 28, 1996). The Reporting Persons
share the power to vote, or to direct the vote, and to
dispose or direct the disposition of the Shares owned by
the Reporting Persons.
Set forth in Schedule B hereto is a schedule of
all transactions in Shares effected by the Reporting
Persons during the past 60 days. In each case, the
transaction was effected by DHHC on the Nasdaq National
Market through normal brokerage transactions. Except as
described above, neither Reporting Person nor, to the
best knowledge of the Reporting Persons, any executive
officer, director or controlling person of a Reporting
Person owns beneficially any Shares or has engaged in any
transactions in Shares during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
Neither Reporting Person nor, to the best
knowledge of the Reporting Persons, any executive offi-
cer, director or controlling person of the Reporting
Persons has any contract, arrangement, understanding or
relationship with any person with respect to any securi-
ties of the Issuer.
Item 7. Material to Be Filed as Exhibits.
None.
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.
Date: June 27, 1996
DANAHER CORPORATION
By:/s/ C. Scott Brannan
------------------------
Name: C. Scott Brannan
Title: Vice President
Administration
and Controller
DH HOLDINGS CORPORATION
By:/s/ C. Scott Brannan
------------------------
Name: C. Scott Brannan
Title: Secretary
Schedule A
Directors and Executive Officers of the Reporting Persons
Set forth below are the name, business address and
present principal occupation or employment of each direc-
tor and executive officer of Danaher. Except as other-
wise noted, the business address of each such person is
1250 24th Street, N.W., Suite 800, Washington, D.C.
20037. Each such person is a United States citizen.
Directors of Danaher are indicated with an asterisk.
Present Principal
Name Occupation or Employment
Patrick W. Allender . . . . . Mr. Allender is Senior Vice
President, Chief Financial
Officer and Secretary of
Danaher.
C. Scott Brannan . . . . . . Mr. Brannan is Vice
President Administra-
tion and Controller of
Danaher.
Mortimer M. Caplin* . . . . . Mr. Caplin is a Senior
Caplin & Drysdale member of Caplin &
One Thomas Circle, N.W. Drysdale, a law firm in
Suite 1100 Washington, D.C. He is a
Washington, D.C. 20005 Director of Fairchild Industries,
Inc.
Dennis D. Claramunt . . . . . Mr. Claramunt is Vice Presi-
dent and Group Executive of
Danaher. He is President of
Jacobs Chuck Manufacturing
Company.
H. Lawrence Culp, Jr. . . . . Mr. Culp is Vice President and
Group Executive of Danaher. He
is President of Veeder-Root
Company.
Gregory T.H. Davies . . . . . Mr. Davies is Vice President
and Group Executive of
Danaher. He is President of
Jacobs Vehicle Equipment
Company.
James H. Ditkoff . . . . . . Mr. Ditkoff is Vice President-
Finance/Tax of Danaher.
Donald J. Ehrlich* . . . . . Mr. Ehrlich is the Chairman,
Wabash National Corporation President, Chief Executive
1000 Sagamore Parkway South Officer and a Director
Lafayette, IN 47905 of Wabash National corporation.
He is a Director of Indiana
Secondary Market for Education-
al Loans, Inc. and NBD Bank,
N.A., Northwest.
Walter G. Lohr, Jr.* . . . . Mr. Lohr is a Partner of
Hogan & Hartson Hogan & Hartson, a law firm
111 South Calvert Street in Baltimore, Maryland.
Suite 1600
Baltimore, MD 21202
Mitchell P. Rales* . . . . . Mr. Rales is Chairman of the
Executive Committee of
Danaher. He is a General
Partner of Equity Group
Holdings, a general partner-
ship located in Washington,
D.C., with interest in manu-
facturing companies, media
operations, and publicly
traded securities.
Steven M. Rales* . . . . . . Mr. Rales is Chairman of the
Board of Danaher. He is a Gen-
eral Partner of Equity Group
Holdings, a general partnership
located in Washington, D.C., with
interests in manufacturing com-
panies, media operations, and
publicly traded securities.
George M. Sherman* . . . . . Mr. Sherman is President and
Chief Executive Officer of
Danaher.
Steven E. Simms . . . . . . . Mr. Simms is Vice President and
Group Executive of Danaher. He
is President of the Professional
Tools Division of the Danaher
Tool Group.
A. Emmet Stephenson, Jr.* . . Mr. Stephenson is President
Stephenson & Company of Stephenson & Company,
100 Garfield Street a private investment
Denver, CO 80206 management firm in Denver,
Colorado and Senior Partner of
Stephenson Merchant Banking.
John P. Watson . . . . . . . Mr. Watson is Vice President
and Group Executive of
Danaher.
The executive officers of DHHC are George M.
Sherman, President, Patrick W. Allender, Treasurer, and
C. Scott Brannan, Secretary. Each such person is a
director of DHHC. The name, business address and present
principal occupation or employment of each such person is
set forth above.
Approximately 40% of the outstanding common stock of
Danaher is beneficially owned by Steven M. Rales and
Mitchell P. Rales. The aggregate holdings for Steven and
Mitchell Rales include shares of Danaher common stock
owned by Equity Group Holdings L.L.C. ("EGH") and Equity
Group Holdings II L.L.C. ("EGH II") of which Steven and
Mitchell Rales are the only members, along with other
shares of common stock of Danaher which are directly
owned by such individuals. EGH and EGH II are principal-
ly engaged in the business of investing in the common
stock of Danaher. The offices of Steven M. Rales, Mitch-
ell P. Rales, EGH and EGH II are located at 1250 24th
Street, N.W., Suite 800, Washington, D.C. 20037.
Schedule B
No. of Purchase Price
Date Shares Per Share
5/24/96 55,000 $10.125
5/28/96 25,000 10.125
6/24/96 5,000 8.935
6/24/96 10,000 9.185
6/24/96 60,000 9.310
6/24/96 175,000 9.310
6/25/96 10,000 9.810
6/25/96 15,000 9.935
6/25/96 10,000 9.935
6/25/96 25,000 10.060
6/25/96 30,000 10.060
6/26/96 32,000 9.935
