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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): September 12, 1995
Joslyn Corporation
(Exact name of registrant as specified in charter)
Illinois 0-1252 36-3560095
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
30 South Wacker Drive, Chicago, Illinois 60606
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312)454-2900
Not applicable
(Former name or former address, if changed since last report)
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Item 1. CHANGE IN CONTROL OF REGISTRANT
Joslyn Corporation ("Joslyn") has been informed by Danaher Corporation
("Danaher") that at midnight, New York City time, on September 1, 1995, Danaher,
through its indirect wholly owned subsidiary, TK Acquisition Corporation
("Acquisition"), accepted for purchase 4,820,566 shares of common stock, par
value $1.25 per share (including the associated Common Stock Purchase Rights
issued pursuant to the Rights Agreement, dated as of February 10, 1988, as
amended, between Joslyn and The First National Bank of Chicago, as Rights
Agent), of Joslyn (the "Common Stock") that had been validly tendered and not
withdrawn pursuant to Acquisition's tender offer for all outstanding shares of
Common Stock at $34.00 per share, net to the seller in cash, without interest
thereon (the "Offer"). The Offer was made pursuant to an Offer to Purchase,
dated July 24, 1995, as supplemented by a Supplement, dated August 22, 1995 and
an Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 20,
1995, by and among Joslyn, Danaher, DH Holdings Corp., a wholly owned subsidiary
of Danaher ("DH Holdings") and Acquisition.
On September 12, 1995, Acquisition purchased the tendered Common Stock
accepted for purchase on September 1, 1995 and 49,062 additional shares
tendered pursuant to the Offer. The 4,869,628 shares of Common Stock
purchased pursuant to the Offer, together with the 613,550 shares of Common
Stock previously beneficially owned by DH Holdings, constitute approximately
76% of the 7,218,313 shares of Common Stock issued and outstanding.
The aggregate purchase price for the 4,820,566 shares of Common Stock
purchased pursuant to the Offer was $165,567,352.00. Joslyn has been advised
that Acquisition obtained the funds to acquire the Common Stock through a
capital contribution from Danaher and that Danaher obtained the necessary funds
for such capital contribution through its existing Credit Agreement, dated as of
September 7, 1990, as amended, among Danaher and the banks listed therein and
through a committed credit line provided by Bank of America Illinois.
Promptly upon the purchase of such shares of Common Stock by
Acquisition, on September 12, 1995, three members of the Board of Directors of
Joslyn (the "Board") resigned and six new directors nominated by Danaher were
elected to the Board. The directors elected to the Board are Patrick W.
Allender, C. Scott Brannan, James H. Ditkoff, Mitchell P. Rales, Steven M. Rales
and George M. Sherman. Information with respect to each new director
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is included in Amendment No. 3 to Joslyn's Solicitation/Recommendation Statement
on Schedule 14D-9 dated August 22, 1995. The directors who resigned from the
Board are Board Chairman William E. Bendix, Joslyn Chief Executive Officer
Lawrence G. Wolski and director James M. Reed. Section 1.3 of the Merger
Agreement provides that until the effective time of the merger of Acquisition
with and into Joslyn, the total number of directors of Joslyn will be nine,
Acquisition will be entitled to designate up to six directors and the Board will
have at least three directors who are neither designated by Acquisition nor
otherwise affiliated with Danaher or Acquisition and are not employees of Joslyn
or any of its subsidiaries.
To the knowledge of Joslyn, there are no arrangements, including any
pledge by any person of securities of Joslyn, the operation of which may at a
subsequent date result in a further change in control of Joslyn.
ITEM 7. EXHIBITS
20 Press Release of the registrant dated September 13, 1995.
SIGNATURE
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 thereunto duly authorized.
Date: September 13, 1995
Registrant: Joslyn Corporation
By: /s/ Wayne M. Koprowski
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Name: Wayne M. Koprowski
Title: Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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20 Press Release dated September 13, 1995
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EXHIBIT 20
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FOR IMMEDIATE RELEASE
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Contact: William J. Rotenberry
Director of Corporate Development
312-454-2921
JOSLYN CORPORATION ANNOUNCES
CHANGES IN BOARD OF DIRECTORS
CHICAGO, September 13, 1995 - Joslyn Corporation (NASDAQ:JOSL) announced today
that pursuant to the Agreement and Plan of Merger between Joslyn and Danaher
Corporation, three members of the Joslyn Board of Directors have resigned and
six new directors nominated by Danaher have been elected to the Joslyn Board.
Directors resigning from the Board are Board Chairman William E. Bendix,
Joslyn Chief Executive Officer Lawrence G. Wolski and director James M. Reed.
Directors elected to the Board are Patrick W. Allender, C. Scott Brannan, James
H. Ditkoff, Mitchell P. Rales, Steven M. Rales and George M. Sherman.
The changes in the Board of Directors took place upon the purchase by
Danaher of 4,869,620 shares of Joslyn common stock tendered by Joslyn
shareholders in response to Danaher's $34 per share tender offer. The purchased
shares, together with the shares previously purchased by Danaher, represent 75%
of the Joslyn common shares outstanding. Following the merger of a wholly owned
subsidiary of Danaher into Joslyn, the remaining shares will be acquired by
Danaher at $34 per share.
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