UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
FLUKE CORPORATION
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(Name of Issuer)
Common Stock, par value $0.25 per share
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(Title of Class of Securities)
343856100
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(CUSIP Number)
Patrick W. Allender Trevor S. Norwitz, Esq.
Danaher Corporation Wachtell, Lipton, Rosen & Katz
1250 24th Street, N.W. 51 West 52nd Street
Washington, D.C. 20037 New York, NY 10019
(202) 828-0850 (212) 403-1000
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(Name, Address and Telephone Number of Person(s)
Authorized
to Receive Notices and Communications)
April 24, 1998
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(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: [ ].
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).
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SCHEDULE 13D
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CUSIP No. 343856100 Page 2 of 9
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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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7 SOLE VOTING POWER
3,636,874*
NUMBER OF
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8 SHARED VOTING POWER
SHARES 0
BENEFICIALLY
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9 SOLE DISPOSITIVE POWER
OWNED BY 3,636,874*
EACH
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10 SHARED DISPOSITIVE POWER
REPORTING 0
PERSON WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,636,874*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%
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14 TYPE OF REPORTING PERSON
HC
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SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, REPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
* The 3,636,874 shares are purchasable by Danaher Corporation ("Danaher") only
upon exercise of an option (the "Option") issued to Danaher by Fluke Corporation
("Fluke") pursuant to the Stock Option Agreement, dated as of April 24, 1998,
between Danaher and Fluke. Prior to the exercise of the Option, Danaher is not
entitled to any rights as a shareholder of Fluke with respect to the 3,636,874
shares. The Option may only be exercised upon the happening of certain events,
as further referenced in Item 4, and none of which has occurred as of the date
hereof. Danaher expressly disclaims beneficial ownership of any of the 3,636,874
shares of Fluke which are purchasable upon exercise of the Option.
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ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D relates to the common stock, par
value $0.01 per share (the "Common Stock"), of Fluke Corporation, a Washington
corporation (the "Company").
The principal executive offices of the Company are located at 6920
Seaway Boulevard, Everett, Washington 98023.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by Danaher Corporation, a Delaware
corporation (the "Filing Person" or "Danaher").
The name, business address, present principal occupation or
employment and citizenship of each director and each executive officer of the
Filing Person are set forth in Schedule I hereto and are incorporated herein by
reference.
During the last five years, none of the Filing Person, or, to the
knowledge of the Filing Person, any of the persons listed on Schedule I, (i) has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating 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.
It is presently anticipated that any purchases of the 3,636,874
shares of Fluke Common Stock subject to the Option (defined in Item 4) would be
made with funds obtained from Danaher's working capital. The exercise of the
Option to purchase the full number of shares of Fluke Common Stock currently
covered thereby would require aggregate funds of $123,653,716.
ITEM 4. PURPOSE OF THE TRANSACTION.
Danaher and Fluke have entered into an option agreement dated as of
April 24, 1998 (the "Option Agreement"), pursuant to which Fluke granted Danaher
an irrevocable option (the "Option") to purchase up to 3,636,874 shares of Fluke
Common Stock at a price of $34.00 per share, subject to adjustment as provided
in the Option Agreement. The Option is exercisable or transferable only upon the
occurrence of certain events as described in the Option Agreement, none of which
has occurred as of the date of this Schedule 13D. Danaher disclaims beneficial
ownership of the shares of Fluke Common Stock subject to the Option. A copy of
the Option Agreement is incorporated by reference herein as Exhibit (2).
The Option Agreement was entered into as an inducement to Danaher to
enter into an Agreement and Plan of Merger (the "Merger Agreement"), by and
among Danaher, Fluke and Falcon Acquisition Corp., a Washington corporation and
wholly owned subsidiary of Danaher ("Merger Sub"), pursuant to which Danaher
will acquire Fluke through a merger of Merger Sub with and into Fluke (the
"Merger"). Pursuant to the Merger Agreement, each issued and outstanding share
of Fluke Common Stock will be converted into and exchangeable for the right to
receive 0.45239 shares of Danaher common stock, par value $.01 per share
("Danaher Common Stock"), subject to adjustment as provided therein. The Merger
Agreement has been approved by the Boards of Directors of both Danaher and
Fluke. Consummation of the Merger
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would result in the Fluke Common Stock ceasing to be authorized to be listed on
the New York Stock Exchange and the termination of the registration of such
securities pursuant to the Act. The Merger will be a tax-free reorganization and
will be accounted for as a pooling of interests. A copy of the Merger Agreement
is incorporated by reference herein as Exhibit (1). The Merger is subject to
various regulatory approvals, the requisite approval of the shareholders of
Fluke, and satisfaction of other customary closing conditions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, the Filing Person may be deemed to own
3,636,874 shares of Common Stock. The Filing Person disclaims beneficial
ownership of the securities reported herein because the Option is exercisable
only upon certain events, as described in the Option Agreement. The 3,636,874
shares of Common Stock that Danaher has the right to acquire pursuant to the
Option are equal to approximately 19.9% of the number of outstanding shares of
Fluke Common Stock as of the date of the Option Agreement.
The Filing Person does not beneficially own any shares of Common
Stock other than as set forth herein.
(b) If Danaher were to exercise the Option, Danaher would have the
sole power to vote (or to direct the vote of) and the sole power to dispose (or
direct the disposition of) the shares of Common Stock acquired thereby.
(c) Except as set forth in Item 3 and Schedule I, no transactions
in the Common Stock were effected by the Filing Person, or, to its knowledge,
any of the persons listed on Schedule I, during the past sixty days.
(d) No other person is known by the Filing Person to have the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, any shares of Common Stock beneficially owned by the Filing
Person.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
As described in Item 4 above and incorporated by reference herein as
Exhibits (1) and (2) hereto, Danaher has entered into the Merger Agreement and
the Option Agreement with Fluke. In addition to the foregoing, Danaher has also
entered into two separate Stockholders Support Agreements with certain
stockholders of Fluke (including certain executive officers and Directors of
Fluke and certain of their affiliates) (each a "Supporting Stockholder" and,
collectively, the "Supporting Stockholders"), dated April 24, 1998 (the
"Stockholders Support Agreements"), pursuant to which each Supporting
Stockholder agreed, among other things, to vote or direct the vote of all shares
of Fluke Common Stock beneficially owned by the Supporting Stockholder, or over
which the Supporting Stockholder has voting power or control, to approve the
Merger and the Merger Agreement and the transactions contemplated thereby. Each
Supporting Stockholder also thereby agreed, among other things, to not, and to
not permit any company, trust or other entity controlled by the Supporting
Stockholder to (i) sell or otherwise transfer any shares of Fluke Common Stock,
other than pursuant to the Merger, without Danaher's prior written consent or
(ii) solicit, initiate, encourage or facilitate, or furnish or disclose
nonpublic information in furtherance of, any inquiries or the making of any
proposal with respect to any recapitalization, merger, consolidation or other
business combination involving Fluke, or acquisition of any capital stock or any
material portion of the assets (except for
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acquisitions of assets in the ordinary course of business consistent with past
practice) of Fluke, or any combination of the foregoing (a "Competing
Transaction"), or negotiate, explore or otherwise engage in discussions with any
person (other than as specified therein) with respect to any Competing
Transaction or enter into any agreement, arrangement, or understanding with
respect to any Competing Transaction or agree to or otherwise assist in the
effectuation of any Competing Transaction; provided, however, that nothing in
any Stockholders Support Agreement prevents any Supporting Stockholder from
taking any action or omitting to take any action as a member of the Board of
Directors of Fluke to the extent permitted under certain provisions of the
Merger Agreement. Copies of the Stockholders Support Agreements are incorporated
by reference herein as Exhibits (3) and (4).
The foregoing descriptions in this Statement of the Merger
Agreement, the Option Agreement and the Stockholders Support Agreements are
qualified in their entirety by reference to the full texts of the Merger
Agreement, the Option and the Stockholders Support Agreements, copies of which
are incorporated by reference as Exhibits (1), (2), (3) and (4) hereto,
respectively, and are incorporated herein by reference.
Except as described herein, neither the Filing Person nor, to the
knowledge of the Filing Person, any of the persons listed on Schedule I hereto,
is a party to any contract, arrangement, understanding or relationship with
respect to any securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit (1)* Agreement and Plan of Merger, dated as of April 24, 1998,
among Danaher Corporation, Falcon Acquisition Corp. and Fluke
Corporation
Exhibit (2)* Stock Option Agreement, dated as of April 24, 1998, between
Fluke Corporation and Danaher Corporation
Exhibit (3)* Stockholders Support Agreement, dated as of April 24, 1998,
by and among Danaher Corporation, David L. Fluke, John M.
Fluke, Jr. and Fluke Capital and Management Services Company
Exhibit (4)* Stockholders Support Agreement, dated as of April 24, 1998,
by and among Danaher Corporation and the Stockholders listed
therein
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* Incorporated by reference to the Current Report of Fluke Corporation on Form
8-K, filed with the Securities and Exchange Commission on April 29, 1998 (File
No. 001-05590).
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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.
May 4, 1998
DANAHER CORPORATION
By: /s/ Patrick W. Allender
Name: Patrick W. Allender
Title: Senior Vice President and Chief
Financial Officer
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SCHEDULE I
Directors and Executive Officers of the
Reporting Persons
Set forth below are the name, business address and present principal
occupation or employment of each director and executive officer of Danaher
Corporation. Except as otherwise 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
Administration and Controller of
Danaher.
Mortimer M. Caplin* Mr. Caplin is a Senior member of
Caplin & Drysdale Caplin & Drysdale, a law firm in
One Thomas Circle, N.W. Washington, D.C. He is a Director of
Suite 1100 Fairchild Industries, Inc.
Washington, D.C. 20005
Dennis D. Claramunt Mr. Claramunt is Vice President and
Group Executive of Danaher. He is
President of Jacobs Chuck
Manufacturing Company.
Daniel L. Comas Mr. Comas is Vice President, Corporate
Development of Danaher.
H. Lawrence Culp, Jr. Mr. Culp is Vice President and Group
Executive of Danaher. He is President
of Veeder-Root Company.
Marc DeLuzio Mr. DeLuzio is Vice-President, Danaher
Business Systems.
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 Officer and
1000 Sagamore Parkway a Director of Wabash National
SouthLafayette, IN 47905 Corporation. He is a Director of
Indiana Secondary Market for
Educational Loans, Inc. and NBD Bank,
N.A., Northwest.
Walter G. Lohr, Jr.* Mr. Lohr is a Partner of Hogan &
111 South Calvert Street Hartson LLP, a Hogan & Hartson LLP law
Suite 1600 firm in Baltimore, Maryland.
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Baltimore, MD
Dennis Longo Mr. Longo is Vice President - Human
Resources of Danaher.
Mitchell P. Rales* Mr. Rales is Chairman of the Executive
Committee of Danaher. He is a member
of Equity Group Holdings L.L.C. and
Equity Holdings II L.L.C., limited
liability companies located in
Washington, D.C., with interests in
manufacturing companies and publicly
traded securities.
Steven M. Rales* Mr. Rales is Chairman of the Board of
Danaher. He is a member of Equity
Group Holdings L.L.C. and Equity
Holdings II L.L.C., limited liability
companies located in Washington, D.C.,
with interests in manufacturing
companies 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 of
Stephenson & Company Stephenson & Company, a private
100 Garfield Street investment management firm in Denver,
Denver, CO 80206 Colorado and Senior Partner of
Stephenson Merchant Banking.
John P. Watson Mr. Watson is Vice President and Group
Executive of Danaher.
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 principally engaged in the business of investing in the common stock
of Danaher. The offices of Steven M. Rales, Mitchell P. Rales, EGH and EGH II
are located at 1250 24th Street, N.W., Suite 800, Washington, D.C. 20037.
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INDEX OF EXHIBITS
Exhibit (1)* Agreement and Plan of Merger, dated as of April 24, 1998,
among Danaher Corporation, Falcon Acquisition Corp. and Fluke
Corporation
Exhibit (2)* Stock Option Agreement, dated as of April 24, 1998, between
Fluke Corporation and Danaher Corporation
Exhibit (3)* Stockholders Support Agreement, dated as of April 24, 1998,
by and among Danaher Corporation, David L. Fluke, John M.
Fluke, Jr. and Fluke Capital and Management Services Company
Exhibit (4)* Stockholders Support Agreement, dated as of April 24, 1998,
by and among Danaher Corporation and the Stockholders listed
therein
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* Incorporated by reference to the Current Report of Fluke Corporation on Form
8-K, filed with the Securities and Exchange Commission on April 29, 1998 (File
No. 001-05590).
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