SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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)
October 18, 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.)
Danaher Corporation ("Danaher") and DH Holdings
Corporation hereby amend and supplement their Schedule
13D relating to the shares of common stock, par value
$.001 per share (the "Shares"), of Tylan General, Inc., a
Delaware corporation (the "Issuer"). Capitalized terms
not otherwise defined herein shall have the meanings set
forth in the Schedule 13D.
Item 4. Purpose of Transaction.
On October 18, 1996, Danaher and the Issuer
executed a Confidentiality Agreement (the
"Confidentiality Agreement"). Danaher has been furnished
with certain information regarding the Issuer, and may be
furnished with additional information. Danaher intends
to evaluate such material in connection with its
consideration of a possible negotiated transaction with
the Issuer, such as the acquisition of control of, and
the entire equity interest in, the Issuer. As a result
of such evaluation and consideration, Danaher may
determine to make a proposal to acquire control of, and
the entire equity interest in, the Issuer. As described
below, pursuant to the terms of the Confidentiality
Agreement, Danaher may make such a proposal only if
invited to do so by a Special Committee of independent
directors of the Issuer (the "Special Committee"). There
can be no assurances that Danaher will determine to make
a proposal to the Issuer, that it will be invited to do
so or that any transactions will result.
Item 5. Interest in Securities of the Issuer.
(a) As of the close of business on October 18,
1996, the Reporting Persons beneficially owned 678,400
Shares. Such Shares constituted approximately 8.65% of
the outstanding Shares (based on 7,841,082 outstanding
shares as set forth in the Issuer's Form 10-Q for the
fiscal quarter ended July 28, 1996).
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
Danaher has entered into the Confidentiality
Agreement with the Issuer. The Confidentiality Agreement
provides, among other things, that, subject to the terms
thereof, Danaher and its affiliates (i) will hold
confidential certain information furnished to it by the
Issuer, (ii) will not disclose the status of discussions
with the Issuer and (iii) will not, for a period of 120
days from the date of the Confidentiality Agreement,
unless invited by the Special Committee, (a) affect,
seek, offer or propose (x) any acquisition of securities
or assets of the Issuer, (y) any extraordinary
transaction with respect to the Issuer, (z) any
solicitation of proxies with respect to any voting
securities of the Issuer, (b) otherwise act to seek to
control or influence the management, Board of Directors
or policies of the Issuer, (c) take any action which
might force the Issuer to make a public announcement
regarding the matters set forth in (a), above, or (d)
enter into discussions with third parties with respect to
any of the foregoing.
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: October 21, 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
