SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Joslyn Corporation
(Name of Issuer)
Common Stock, Par Value $1.25 Per Share
Common Stock Purchase Rights
(Title of Class of Securities)
481070100
(CUSIP Number)
Patrick W. Allender
Danaher Corporation Steven Ostner
1250 24th Street, N.W. Debevoise & Plimpton
Suite 800 875 Third Avenue
Washington, D.C. 20037 New York, NY 10022
(202) 828-0850 (212) 909-6000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 7, 1995
(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.)
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.
<PAGE>
Page 2 of 6
*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 disclo-
sures 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 Sec-
tion 18 of the Securities Exchange Act of 1934 (the "Act")
or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the
Act.
CUSIP No. 481070100
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Danaher Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ___
(b) ___
3. SEC USE ONLY
4. SOURCE OF FUNDS WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
___
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7. SOLE VOTING POWER 613,550
SHARES
BENEFICIALLY 8. SHARED VOTING POWER None
OWNED BY EACH
REPORTING 9. SOLE DISPOSITIVE POWER 613,550
PERSON
WITH 10. SHARED DISPOSITIVE POWER None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
613,550
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
___
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6%
14. TYPE OF REPORTING PERSON
CO
Page 4 of 6
This Amendment No. 1 amends and supplements the
Statement on Schedule 13D (the "Schedule 13D") relating to
the common stock, par value $1.25 per share, of Joslyn
corporation, an Illinois corporation (the "Issuer"),
previously filed by Danaher Corporation, a Delaware
corporation ("Danaher"). Capitalized terms used and not
defined in this Amendment have the meanings set forth in the
Schedule 13D.
1. Item 3 of the Schedule 13D is hereby deleted
in its entirety and replaced with the following:
Item 3. Source and Amount of Consideration.
The shares of Common Stock owned by Danaher were
purchased by Danaher on the open market over the period from
May 29, 1994 through October 6, 1994 for an aggregate cash
consideration of $15,122,191 (including brokerage
commissions), using Danaher's general corporate funds.
2. Item 4 of the Schedule 13D is hereby amended
to add the following information:
Item 4. Purpose of Transaction.
Danaher has determined to propose a business
combination with the Issuer in a transaction in which
shareholders of the Issuer would receive $32 per share.
Danaher has presented this proposal to the Board of
Directors of the Issuer in a letter dated July 7, 1995, a
copy of which is attached hereto as Exhibit 1.
3. Item 5 of the Schedule 13D is hereby amended
to add the following information:
Item 5. Interest in Securities of the Issuer.
As of the close of business on July 7, 1995,
Danaher beneficially owned 613,550 shares of Common Stock.
Such securities in the aggregate constituted approximately
8.6% of the outstanding shares of Common Stock (based on the
number of shares outstanding as set forth in the Issuer's
Form 10-Q for the fiscal quarter ended March 31, 1995).
Danaher has the sole power to vote, or to direct the vote,
and to dipose or direct the disposition of the shares of
Common Stock owned by it.
Page 5 of 6
Danaher has effected no transactions in shares of
Common Stock during the past 60 days. Except as described
above, neither Danaher nor, to the best knowledge of
Danaher, any executive officer, director or controlling
person of Danaher owns beneficially any shares of Common
Stock or has engaged in any transactions in shares of Common
Stock during the past 60 days.
4. Item 7 of the Schedule 13D is hereby amended
to add the following information:
Item 7. Materials to be Filed as Exhibits.
1. Letter, dated July 7, 1995, from Danaher to
the Board of Directors of the Issuer.
2
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: July 10, 1995
DANAHER CORPORATION
By:/s/Patrick W. Allender
Name: Patrick W. Allender
Title:Senior Vice President
July 7, 1995
Mr. William E. Bendix
Chairman of the Board
Joslyn Corporation
30 South Wacker Drive
Chicago, IL 60606
Dear Bill:
As you know, Danaher Corporation has been an
investor in Joslyn Corporation for over a year. We have
been impressed with Joslyn's business, which complements
businesses we are engaged in.
When we spoke initially on June 30, 1995 and
most recently on July 6 and 7, 1995, I told you that
Danaher's management was reviewing what the alternatives
might be with respect to our investment in Joslyn, and
might consider discussing with Danaher's Board of
Directors whether to explore a business combination with
Joslyn. Danaher's management and Board of Directors has
now decided to propose a business combination, and we
hereby propose a combination of our companies'
businesses in a transaction in which your stockholders
would receive cash for each share of their common stock.
Based on our review of publicly available information
about Joslyn, we propose a price of $32 per share. We
think the offer is the appropriate price based on
publicly available information, but we would like to
conduct a brief, highly focused due diligence
investigation in order to explore whether a higher price
could be justified.
We believe that the transaction we are
proposing represents a very attractive opportunity for
your stockholders. The price we are offering represents
a significant premium over today's closing market price
of the Company's common stock -- a price that, in our
view, already reflects the fact that Danaher is a
substantial owner of Joslyn's shares.
Our offer is not subject to financing, but is
subject to the taking of all necessary actions to
eliminate the applicability of, or to satisfy, any anti-
takeover or other defensive provisions contained in the
applicable corporate statutes or in the Company's
charter, by-laws and rights agreement.
Mr. William E. Bendix
July 7, 1995
Page 2
We are convinced that the combination of our
companies will be of great benefit to Joslyn and its
stockholders. We also believe that Joslyn's employees,
customers and suppliers will benefit from the joining of
the complementary strengths of our two companies.
Our financial strength and the complementary
nature of the businesses of our two companies enables us
to move forward quickly to negotiate and to close an
agreement. We are prepared to enter into immediate
discussions with you and your directors, management and
advisors to answer any questions you may have about our
offer.
We hope that you and your fellow directors will
view this offer as we do -- an excellent opportunity for
the stockholders of the Company to realize full value for
their shares to an extent that is not available to them
in the marketplace.
We trust that Joslyn's Board of Directors will
give our offer prompt and serious consideration and will
not take any actions that would adversely affect your
stockholders' ability to receive the benefits of our
proposed transaction.
Our sincere desire is to work together with you
to reach agreement on a negotiated transaction which can
be presented to your stockholders as the joint effort of
the directors and managements of both companies.
As you can appreciate, it is important that we
hear from you as promptly as practicable with respect to
our offer. We look forward to hearing from you and to
working together on this transaction.
Sincerely,
George M. Sherman
