SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 7, 1998
Fluke Corporation
(Exact Name of Registrant as Specified in Charter)
Washington 1-5590 91-0606624
(State of Other Jurisdiction (Commission (IRS Employer Identification
of Incorporation) File Number) Number)
6920 Seaway Boulevard, Everett, Washington 98203
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (425) 347-6100
Item 2. Acquisition or Disposition of Assets.
At a Special Stockholders Meeting held on July 7, 1998, the stockholders
voted to approve the acquisition of Fluke Corporation by Danaher
Corporation. Fluke Corporation will become a wholly-owned subsidiary of
Danaher Corporation. The companies jointly issued the news release,
attached as Exhibit 99.1 and incorporated herein.
Item 7. Exhibits
99.1 Press Release dated July 8, 1998 issued by Danaher Corporation and
Fluke Corporation
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Fluke Corporation
(Registrant)
Date 7/8/98 By /s/ Douglas G. McKnight
Douglas G. McKnight
Vice President, General
Counsel and Corporate
Secretary
Exhibit 99.1
FOR IMMEDIATE RELEASE CONTACT: Fluke Corporation
Gary Ball
Manager, Investor Relations
and Public Affairs
(425) 356-5262
Danaher Corporation
Patrick W. Allender
Chief Financial Officer
(202) 828-0850
FLUKE CORPORATION SHAREHOLDERS VOTE TO APPROVE
THE ACQUISITION BY DANAHER CORPORATION
Washington, D.C. and Everett, Washington, July 8, 1998 - Danaher
Corporation (NYSE:DHR) and Fluke Corporation (NYSE:FLK) today announced
that Fluke shareholders voted at a Special Stockholders Meeting held
yesterday in favor of the acquisition by Danaher. According to the
agreement, Fluke, a leader in compact, professional electronic test
tools, will become a wholly-owned subsidiary of Danaher and Fluke
shareholders will receive .90478 of a share of Danaher stock for each
share of Fluke. The transaction is tax-free to most Fluke shareholders
and will be accounted for as a pooling-of-interests.
George Sherman, Danaher President and Chief Executive Officer, stated,
"We are looking forward to having Fluke Corporation as one of Danaher's
flagship companies. With its premier brand, experienced management
team, reputation for superior quality and innovation and global
presence, Fluke represents a very attractive strategic fit with
Danaher."
Dave Katri, Fluke's President, said, "This transaction is very positive
for Fluke shareholders, employees and customers, and we are already
seeing advantages to the transaction."
Fluke Corporation is a leading worldwide manufacturer of compact,
professional electronic test tools. Its products are used by
technicians and engineers in installation, maintenance, service,
manufacturing test and quality functions in a variety of industries
throughout the world. Fluke, founded in 1948, has approximately 2,500
employees worldwide and distributes its products in over 100 countries.
The company's worldwide headquarters are in Everett, Washington, USA,
with European sales and service headquarters located in Eindhoven, The
Netherlands. (http://www.fluke.com)
Danaher Corporation is a leading manufacturer of Process/Environmental
Controls and Tools and Components. (http://www.danaher.com)
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