<PAGE>
As filed with the Securities and Exchange Commission on April 29, 1996
Registration No. 333-
- --------------------------------------------------------------------------------
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 or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
----------------------
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)
<TABLE>
<CAPTION>
<S> <C> <C>
COPIES TO:
GEORGE P. STAMAS MICHAEL J. SILVER STEPHEN T. GIOVE
WILMER, CUTLER & PICKERING HOGAN & HARTSON L.L.P. SHEARMAN & STERLING
100 LIGHT STREET 111 SOUTH CALVERT STREET 599 LEXINGTON AVENUE
BALTIMORE, MD 21202 BALTIMORE, MD 21202 NEW YORK, NY 10022
(410) 986-2800 (410) 659-2741 (212) 848-7325
</TABLE>
-------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
-------------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than the securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] _________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ________________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
-------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Amount Proposed Proposed
to be Maximum Maximum Amount of
Title of Securities to be Registered Offering Aggregate Registration Fee
Registered Price Offering
Per Share Price
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 2,000,000 $39.6875(1) $79,375,000(1) $27,370.69
$.01 per share
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating
the amount of the registration fee, based upon the average of the high
and low prices per share of Danaher Corporation's Common Stock, par
value $.01 per share, on April 22, 1996, as reported on The New York
Stock Exchange.
-------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE 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 29, 1996
2,000,000 SHARES
DANAHER CORPORATION
COMMON STOCK
The 2,000,000 shares of Common Stock, $.01 par value per share (the
"Common Stock") of Danaher Corporation ("Danaher" or the "Company") offered
hereby are offered by certain selling stockholders named herein (the "Selling
Stockholders"). The Company will not receive any of the proceeds from the sale
of the Common Stock by the Selling Stockholders.
The Common Stock is listed and traded on the New York Stock Exchange and
Pacific Stock Exchange under the symbol "DHR". On April 26, 1996, the last sale
price of the Common Stock as reported on the New York Stock Exchange composite
tape was $40.75 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.
<TABLE>
<CAPTION>
================================================================================
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT (1) SELLING
STOCKHOLDERS (2)
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share .............. $ $ $
- --------------------------------------------------------------------------------
Total .................. $ $ $
================================================================================
</TABLE>
(1) The Company has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(2) Before deducting expenses payable by the Selling Stockholders estimated
to be $100,000.
-------------------
The shares of Common Stock are offered by the Underwriter, subject to prior
sale, when, as and if delivered to and accepted by the Underwriter, and
subject to certain other conditions. The Underwriter reserves the right to
withdraw, cancel or modify such offer and to reject orders in whole or in
part. It is expected that delivery of the shares of Common Stock will be
made against payment therefor in New York, New York on or about May __, 1996.
-------------------
MERRILL LYNCH & CO.
The date of this Prospectus is May __, 1996
- --------------------------------------------------------------------------------
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
- --------------------------------------------------------------------------------
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY, ANY SELLING STOCKHOLDER, OR THE UNDERWRITER.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES OR ANY
OFFER TO SELL OR THE SOLICITATION OF ANY OFFER TO BUY SUCH SECURITIES IN ANY
CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER DELIVERY
OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION HEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO ITS DATE.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information may be inspected and copied, at prescribed
rates, at the public reference facilities of the Commission at Judiciary Plaza,
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the regional
offices of the Commission at 7 World Trade Center, Suite 1300, New York, New
York 10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such material also can be obtained at prescribed rates by writing to
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Such reports, proxy statements and other information can
also be inspected at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005 and the Pacific Stock Exchange Incorporated,
115 Sansome Street, Suite 1104, San Francisco, California 94104.
The Company has filed with the Commission a registration statement on
Form S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the Common Stock offered hereby. This Prospectus, which
constitutes a part of the Registration Statement, does not contain all of the
information set forth in the Registration Statement and in the exhibits and
schedules thereto, certain portions of which have been omitted in accordance
with the rules and regulations of the Commission. For further information with
respect to the Company and such Common Stock, reference hereby is made to such
Registration Statement, exhibits and schedules. Statements contained in this
Prospectus as to the contents of any contract or other document are not
necessarily complete, and in each instance that a copy of such contract has been
filed as an exhibit to the Registration Statement, reference is made to such
copy with each such statement being qualified in all respects by such reference.
The Registration Statement may be inspected without charge at the principal
office of the Commission in Washington, D.C. and copies of all or any part
thereof may be obtained from the Commission at prescribed rates.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON
STOCK OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE,
THE PACIFIC STOCK EXCHANGE, IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
2
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Exchange Act are incorporated herein by reference and made a
part hereof: the Company's Annual Report on Form 10-K for the year ended
December 31, 1995, the description of the Company's Common Stock set forth in
the Company's Registration Statement on Form 8-B, dated November 3, 1986,
including all amendments and reports filed for the purpose of updating such
description, the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996 and the Company's Current Reports on Form 8-K filed April 23,
1996 and April 25, 1996.
All documents filed by the Company with the Commission pursuant to
Sections 13(a) and 13(c) of the Exchange Act, any definitive proxy statement
filed pursuant to Section 14 of the Exchange Act and any reports filed pursuant
to Section 15(d) of the Exchange Act after the date of this Prospectus and prior
to the termination of the offering of the Common Stock shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
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 is incorporated by reference
herein modifies or supersedes such earlier 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.
To the extent that any proxy statement is incorporated by reference
herein, such incorporation shall not include any information contained in such
proxy statement that is not, pursuant to the Commission's rules, deemed to be
"filed" with the Commission or subject to the liabilities of Section 18 of the
Exchange Act.
The Company will furnish without charge upon written or oral request
to each person to whom a copy of this Prospectus is delivered a copy of any or
all of the documents specifically incorporated herein by reference, other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference therein). Requests should be addressed to: Danaher Corporation,
1250 24th Street, N.W., Washington, D.C. 20037, Attention: Controller, telephone
(202) 828-0850.
----------------
3
<PAGE>
THE COMPANY
Danaher Corporation ("Danaher" or the "Company") conducts its
operations through two business segments: Tools and Components, and
Process/Environmental Controls. In its Tools and Components segment, Danaher
produces and distributes general purpose mechanics' hand tools and automotive
specialty tools, as well as tool boxes and storage devices, diesel engine
retarders, wheel service equipment, drill chucks, custom designed headed tools
and components, hardware and components for the power generation and
transmission industries, precision socket screws, fasteners and miniature
precision parts. This segment is comprised of the Danaher Hand Tool Group
(including Special Markets and Professional Tool Division, which includes
Armstrong Bros. Tool Co., a manufacturer and marketer of industrial hand tools),
Matco Tools, Jacobs Chuck Manufacturing Company, Iseli Company, Delta
Consolidated Industries, Jacobs Vehicle Equipment Company, Hennessy Industries
and the hardware and electrical apparatus lines of Joslyn Manufacturing Company
(which was acquired in September, 1995). The Company is the principal
manufacturer of Sears, Roebuck and Co.'s Craftsman line of tools and is a
primary supplier of specialized automotive service tools to the National
Automotive Parts Association.
In its Process/Environmental Controls segment, the Company produces
and sells underground storage tank leak detection systems and temperature, level
and position sensing devices, power switches and controls, communication line
products, power protection products, liquid flow measuring devices and
electronic and mechanical counting and controlling devices. This segment is
comprised of the Veeder-Root Company, Danaher Controls, Partlow/Anderson
Instruments, Gulton Industries-Graphic Instruments, West Instruments, Ltd.,
QualiTROL Corporation, A.L. Hyde Company, Hengstler and the controls product
line business units of Joslyn Corporation.
The Company's principal executive offices are located at 1250 24th
Street, N.W., Washington, D.C. 20037 and its telephone number is (202) 828-0850.
USE OF PROCEEDS
The Selling Stockholders will receive all of the net proceeds from
the sale of the Common Stock offered hereby, and the Company will not receive
any of such proceeds.
4
<PAGE>
SELLING STOCKHOLDERS
The securities offered hereby consist of an aggregate of 2,000,000
shares of Common Stock. Each of Mitchell P. Rales and Steven M. Rales (each a
"Selling Stockholder" and collectively the "Selling Stockholders") is offering
an aggregate of 1,000,000 shares of Common Stock hereby. The shares being
offered have been or will be borrowed by the Selling Stockholders. Steven M.
Rales is the Chairman of the Board of the Company, a position he has held since
1984. Mitchell P. Rales is a director of the Company and is Chairman of the
Executive Committee. He has held these positions since 1984. Prior to this
offering, Steven M. Rales and Mitchell P. Rales, who are brothers, own
beneficially under certain beneficial ownership rules of the Securities and
Exchange Commission approximately 25.2 million shares of Common Stock
representing approximately 43.4% of the issued and outstanding Common Stock.
Following this offering, Steven M. Rales and Mitchell P. Rales will continue to
own beneficially under these rules, in the aggregate, approximately 23.2 million
shares of Common Stock, representing approximately 40% of the issued and
outstanding Common Stock. The Company will not receive any proceeds from the
sale of the Common Stock by the Selling Stockholders.
UNDERWRITING
Subject to the terms and conditions set forth in a purchase agreement
(the "Purchase Agreement") among the Company, the Selling Stockholders and
Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Underwriter"), the
Selling Stockholders have agreed to sell to the Underwriter, and the Underwriter
has agreed to purchase, 2,000,000 shares of Common Stock. Pursuant to the
Purchase Agreement, the Underwriter will be obligated to purchase all of such
Common Stock if any is purchased.
The Underwriter has advised the Selling Stockholders that it proposes
to offer the shares of Common Stock to the public initially at the public
offering price set forth on the cover page of this Prospectus and to certain
dealers at such price less a concession not in excess of $0.__ per share. The
Underwriter may allow, and such dealers may reallow, a discount not in excess of
$0.__ per share on sales to certain other dealers. After the initial public
offering, the public offering price, concession and discount may be changed.
The Company has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act.
The Underwriter, from time to time, has performed and continues to
perform investment banking and other financial services for the Company for
which it receives and will continue to receive customary compensation.
LEGAL MATTERS
Certain legal matters with respect to the shares of Common Stock
offered hereby have been passed upon by Wilmer, Cutler & Pickering, Washington,
D.C., counsel to the Company, Hogan & Hartson L.L.P., Baltimore, Maryland,
counsel to the Selling Stockholders, and Shearman & Sterling, New York, New
York, counsel to the Underwriter. Walter G. Lohr, Jr., a director of the
Company, is a partner of Hogan & Hartson L.L.P., and certain partners in Hogan &
Hartson L.L.P. beneficially own approximately 80,000 shares of the Company's
Common Stock.
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.
5
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses to be paid in
connection with the issuance and distribution of the securities being registered
hereby. All the amounts are estimates, except the Commission registration and
NASD filing fees. The Selling Stockholders will reimburse the Company for these
expenses and will bear the cost of all selling commissions and underwriting
discounts with respect to the sale of the Common Stock.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee.. $ 27,371
NASD filing fee...................................... 8,438
Legal fees and expenses.............................. 45,000
Blue Sky fees and expenses........................... 5,000
Accounting fees and expenses......................... 10,000
Miscellaneous expenses............................... 4,191
--------
Total................................................ $100,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL"), a corporation may indemnify its directors, officers,
employees and agents and its former directors, officers, employees and agents
and those who serve, at the corporation's request, in such capacities with
another enterprise, against expenses (including attorney's fees), as well as
judgments, fines and settlements in nonderivative lawsuits, actually and
reasonably incurred in connection with the defense of any action, suit or
proceeding in which they or any of them were or are made parties or are
threatened to be made parties by reason of their serving or having served in
such capacity. The DGCL provides, however, that such person must have acted in
good faith and in a manner he or she reasonably believed to be in (or not
opposed to) the best interests of the corporation and, in the case of a criminal
action, such person must have had no reasonable cause to believe his or her
conduct was unlawful. In addition, the DGCL does not permit indemnification in
an action or suit by or in the right of the corporation, where such person has
been adjudged liable to the corporation, unless, and only to the extent that, a
court determines that such person fairly and reasonably is entitled to indemnity
for costs the court deems proper in light of liability adjudication. Indemnity
is mandatory to the extent a claim, issue or matter has been successfully
defended.
Article Ten of the Company's Certificate of Incorporation and Article
Eight of the Company's By-laws provides that the Company will indemnify its
directors and officers to the full extent permitted by law and that no director
shall be liable for monetary damages to the Registrant or its stockholders for
any breach of fiduciary duty, except to the extent provided by applicable law
(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, or (iv) for any transaction from which such director derived an
improper personal benefit. In addition, under indemnification agreements with
its directors, the Registrant is obligated, to the fullest extent permissible by
the DGCL, as it currently exists or may be amended, to indemnify and hold
harmless its directors, from and against all expense, liability and loss
reasonably incurred or suffered by such directors.
II-1
<PAGE>
ITEM 16. EXHIBITS
Exhibit
Number Exhibit Description
- ------ -------------------
1 Form of Purchase Agreement (to be filed by Amendment)
5 Opinion of Hogan & Hartson L.L.P. as to the validity of the Shares
being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Hogan & Hartson L.L.P. (included in their opinion filed
as Exhibit 5).
24 Powers of Attorney (included in the Signature Page to this
Registration Statement).
____________________
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 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 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.
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 Securities Act of 1933 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
Securities Act and will be governed by the final adjudication of such issue.
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.
II-2
<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 April 29, 1996.
DANAHER CORPORATION
By: /s/ George M. Sherman
-------------------------------
George M. Sherman
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
George M. Sherman, Patrick W. Allender, C. Scott Brannan, and each of them, with
full power of substitution and resubstitution and each with full power to act
without the other, his or her true and lawful attorney-in-fact and agent, for
him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and all
other documents in connection therewith, with the Securities and Exchange
Commission or any state, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their, his or her substitutes or substitute, 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 by the following persons in the
capacities and on the dates indicated.
Date: April 29, 1996 /s/ George M. Sherman
-----------------------------------------
George M. Sherman
President and Chief Executive Officer
Date: April 29, 1996 /s/ Mortimer M. Caplin
-----------------------------------------
Mortimer M. Caplin
Director
Date: April 29, 1996 /s/ Donald J. Ehrlich
-----------------------------------------
Donald J. Ehrlich
Director
Date: April 29, 1996 /s/ Walter G. Lohr, Jr.
-----------------------------------------
Walter G. Lohr, Jr.
Director
Date: April 29, 1996 /s/ Mitchell P. Rales
-----------------------------------------
Mitchell P. Rales
Director
II-3
<PAGE>
Date: April 29, 1996 /s/ Steven M. Rales
-----------------------------------------
Steven M. Rales
Director and Chairman of the Board
Date: April 29, 1996 /s/ A. Emmet Stephenson, Jr.
-----------------------------------------
A. Emmet Stephenson, Jr.
Director
Date: April 29, 1996 /s/ Patrick W. Allender,
----------------------------------------
Patrick W. Allender,
Senior Vice President, Chief
Financial Officer and Secretary
(Principal Financial Officer).
Date: April 29, 1996 /s/ C. Scott Brannan
-----------------------------------------
C. Scott Brannan,
Controller
(Principal Accounting Officer).
II-4
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Description
- -------- -------------------
<S> <C>
1 Form of Purchase Agreement
(to be filed by Amendment).
5 Opinion of Hogan & Hartson L.L.P.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Hogan & Hartson L.L.P.
(included in their opinion filed
as Exhibit 5).
24 Powers of Attorney (included
in the Signature Page to this
Registration Statement).
</TABLE>
<PAGE>
EXHIBIT 5
April 29, 1996
Board of Directors
Danaher Corporation
1250 24th Street, N.W.
Washington, D.C. 20037
Gentlemen:
We are acting as counsel to Steven M. Rales and Mitchell P. Rales (the
Selling Stockholders), in connection with a registration statement on Form S-3
(the "Registration Statement"), filed with the Securities and Exchange
Commission by Danaher Corporation, a Delaware corporation (the "Company")
relating to the proposed public offering by the Selling Stockholders of
2,000,000 shares of the Company's common stock, par value $.01 per share, (the
"Shares"). This opinion letter is furnished to you at the request of the
Selling Stockholders to enable you to fulfill the requirements of Item 601(b)(5)
of Regulation S-K, 17 C.F.R. (S) 229.601(b)(5), in connection with the
Registration Statement.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. The Certificate of Incorporation of the Company, as certified by
the Secretary of the State of the State of Delaware on April 25,
1996 and by the Secretary of the Company on the date hereof as
then being complete, accurate and in effect.
3. The Bylaws of the Company, as certified by the Secretary of the
Company on the date hereof as then being complete, accurate and
in effect.
4. Resolutions of the Board of Directors of the Company relating to
the original issuance of the Shares, as certified by the
Secretary of the Company on the date hereof as then being
complete, accurate and in effect.
<PAGE>
Board of Directors
Danaher Corporation
April 29, 1996
Page 2
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
accuracy and completeness of all documents submitted to us, the authenticity of
all original documents and the conformity to authentic original documents of all
documents submitted to us as copies (including telecopies). We also have
assumed the accuracy, completeness and authenticity of the foregoing
certifications (of public officials, governmental agencies and departments and
corporate officers) and statements of fact, on which we are relying, and have
made no independent investigations thereof. This opinion letter is given, and
all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on the
General Corporation Law of the State of Delaware. We express no opinion herein
as to any other laws, statutes, regulations, or ordinances.
Based upon, subject to and limited by the foregoing, we are of the
opinion that, assuming receipt by the Company of the consideration for the
Shares specified in the resolutions of the Board of Directors relating to the
original issuance of the Shares, the Shares are validly issued, fully paid and
nonassessable under the General Corporation Law of the State of Delaware.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has been
prepared solely for your use in connection with the filing of the Registration
Statement on the date of this opinion letter and should not be quoted in whole
or in part or otherwise be referred to, nor filed with or furnished to any
governmental agency or other person or entity, without the prior written consent
of this firm.
We hereby consent to the filing of this opinion letter as Exhibit 5.01
to the Registration Statement and to the reference to this firm under the
caption "Legal Matters" in the prospectus constituting a part of the
Registration Statement. In giving this consent, we do not thereby admit that we
are an "expert" within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
HOGAN & HARTSON L.L.P.
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
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.
/s/ Arthur Andersen LLP
---------------------------
ARTHUR ANDERSEN LLP
April 26, 1996
