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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
Danaher Corporation
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
23585110
(CUSIP Number)
Michael G. Ryan
1250 24th Street, N.W., Suite 800
Washington, DC 20037
(202) 828-0060
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
May 2, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement 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 . (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.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 23585110 Page 2 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Equity Group Holdings LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
12,032,444
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 12,032,444
PERSON
WITH 10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,032,444
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.7%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. 23585110 Page 3 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Equity Group Holdings II LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
8,776,820
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 8,776,820
PERSON
WITH 10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,776,820
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.1%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. 23585110 Page 4 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven M. Rales
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
NUMBER OF 1,207,571 1/
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 20,809,264
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,207,571 1/
PERSON
WITH 10 SHARED DISPOSITIVE POWER
20,809,264
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,016,835
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
1/ On May 7, 1996, Steven M. Rales sold 1,000,000 shares for his own
account and in connection therewith delivered 1,000,000 shares borrowed
from Capital Yield Corporation ("CYC"). The amount of securities over
which Mr. Rales exercises sole dispositive power includes 1,055,511 shares
pledged as collateral to secure the loan of shares by CYC and the amount of
securities over which Mr. Rales exercises shared dispositive power excludes
1,000,000 shares borrowed from CYC and sold by Mr. Rales.
SCHEDULE 13D
CUSIP No. 23585110 Page 5 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mitchell P. Rales
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
1,181,443 1/
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 20,809,264
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,181,443 1/
PERSON
WITH 10 SHARED DISPOSITIVE POWER
20,809,264
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,990,707
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
1/ On May 7, 1996, Mitchell P. Rales sold 1,000,000 shares for his own
account and in connection therewith delivered 1,000,000 shares borrowed
from Capital Yield Corporation ("CYC"). The amount of securities over
which Mr. Rales exercises sole dispositive power includes 1,055,511 shares
pledged as collateral to secure the loan of shares by CYC.and the amount of
securities over which Mr. Rales exercises shared dispositive power excludes
1,000,000 shares borrowed from CYC and sold by Mr. Rales.
CUSIP No. 23585110 Page 6 of 7 Pages
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and supplemented by adding thereto the
following:
On April 19, 1996 Mitchell P. Rales and Steven M. Rales each
transferred 1,000,000 shares of Common Stock of Danaher Corporation (the
"Corporation"), held by them directly, to Capital Yield Corporation
("CYC").
On April 26, 1996, Equity Group Holdings II LLC distributed
611,590 shares of Common Stock of the Corporation to each of Mitchell P.
Rales and Steven M. Rales.
On April 26, 1996, pursuant to separate Securities Loan
Agreements entered with CYC, Mitchell P. Rales and Steven M. Rales each
borrowed 1,000,000 shares of Common Stock of the Corporation from CYC.
Each loan is collateralized by 1,055,511 shares of the Corporation held by
each of them.
On May 7, 1996, each of Mitchell P. Rales and Steven M. Rales
sold the 1,000,000 shares of Common Stock of the Corporation borrowed from
CYC (2,000,000 shares in the aggregate) pursuant to a Registration
Statement filed with the Securities Exchange Commission on Form S-3 (333-
02939) declared effective on May 2, 1996.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
Item 6 is hereby amended and supplemented by adding thereto the
following:
On April 26, 1996 Mitchell P. Rales and Steven M. Rales each
entered separate Securities Loan Agreements with CYC and each borrowed
1,000,000 shares of Common Stock of the Corporation from CYC. The terms of
the Securities Loan Agreements contain standard default provisions. Each
Securities Loan Agreement is secured by 1,055,511 shares of Common Stock of
the Corporation pledged by Mitchell P. Rales and Steven M. Rales,
respectively, to CYC. Mitchell P. Rales and Steven M. Rales retain sole
investment and voting power with respect to the pledged shares.
CUSIP No. 23585110 Page 7 of 7 Pages
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.
Dated:
By:
Steven M. Rales
By:
Mitchell P. Rales
EQUITY GROUP HOLDINGS LLC
By:
Michael G. Ryan, Vice President
EQUITY GROUP HOLDINGS II LLC
By:
Michael G. Ryan, Vice President
