<PAGE>
Draft--August 25, 1995
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 7 -- FINAL AMENDMENT)
AND
SCHEDULE 13D UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 9)
----------------
JOSLYN CORPORATION
(NAME OF SUBJECT COMPANY)
TK ACQUISITION CORPORATION
DANAHER CORPORATION
(BIDDER)
COMMON STOCK, PAR VALUE $1.25 PER SHARE 48107010
(INCLUDING THE ASSOCIATED RIGHTS) (CUSIP NUMBER OF
(TITLE OF CLASS OF SECURITIES) CLASS OF SECURITIES)
PATRICK W. ALLENDER
TK ACQUISITION CORPORATION
C/O DANAHER CORPORATION
1250 24TH STREET, N.W., SUITE 800
WASHINGTON, D.C. 20037
TELEPHONE: (202) 828-0850
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)
COPY TO:
MEREDITH M. BROWN, ESQ.
DEBEVOISE & PLIMPTON
875 THIRD AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 909-6000
- -------------------------------------------------------------------------------
<PAGE>
Danaher Corporation and TK Acquisition Corporation hereby amend and
supplement their Tender Offer Statement on Schedule 14D-1 filed on July 24, 1995
(as amended, the "Schedule 14D-1"), as set forth in this Amendment No. 7, with
respect to the offer to purchase all of the outstanding shares of Common Stock,
$1.25 par value per share, of Joslyn Corporation, an Illinois corporation,
including the associated common stock purchase rights. Capitalized terms used
herein without definition have the meanings assigned to them in the Schedule
14D-1.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 6 is hereby amended and supplemented as follows:
The Offer expired at 12:00 Midnight, New York City time, on Friday,
September 1, 1995. According to the Depositary, there were validly tendered and
not properly withdrawn 4,820,566 Shares (including 62,085 Shares tendered
by means of a Notice of Guaranteed Delivery) as of the Expiration Date, which,
together with the 613,550 Shares already beneficially owned by Parent,
represents approximately 75% of the Shares currently outstanding. The Purchaser
accepted for payment all Shares validly tendered in accordance with the Offer.
Pursuant to the Merger Agreement, the Purchaser will merge into the
Company. In the Merger, each outstanding Share (except for Shares then owned
beneficially or of record by Parent or the Purchaser or any other subsidiary of
Parent and except for Shares as to which appraisal rights have been properly
exercised) will be converted into the right to receive $34.00 in cash without
interest thereon.
On September 5, 1995, Parent issued a press release, a copy of which is
attached hereto as Exhibit 11(a)(17) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
11(a)(17) Press Release issued by Parent on September 5, 1995.
<PAGE>
SIGNATURE
After due 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.
Danaher Corporation
By: /s/ Patrick W. Allender
-------------------------------
Name: Patrick W. Allender
Title: Senior Vice President,
Chief Financial Officer
and Secretary
TK Acquisition Corporation
By: /s/ Patrick W. Allender
-------------------------------
Name: Patrick W. Allender
Title: Vice President and
Treasurer
September 5, 1995
<PAGE>
Exhibit 99(a)(17)
DANAHER SUCCESSFULLY COMPLETES TENDER OFFER FOR JOSLYN
FOR IMMEDIATE RELEASE
- ---------------------
WASHINGTON, D.C., September 5, 1995. Danaher Corporation (NYSE: DHR)
announced today that it has successfully completed its tender offer for the
common stock of Joslyn Corporation (NASDAQ: JOSL) at $34 per share. According to
Bank of America Illinois, the depository for the tender offer, 4,820,566 common
shares were tendered. These shares combined with the 613,550 shares already
owned by Danaher, represent approximately 75% of the 7.2 million outstanding
Joslyn shares. The offer expired as scheduled at 12:00 Midnight, New York City
time, on Friday, September 1, 1995.
The tender offer will be followed by a merger of Danaher's acquisitions
subsidiary into Joslyn, in which each outstanding Joslyn common share not
tendered pursuant to the offer (other than shares owned by Danaher or any share
as to which appraisal rights are properly exercised) will be converted into the
right to receive $34 in cash.
George M. Sherman, President and Chief Executive Officer of Danaher, said,
"We are delighted by the successful completion of our tender offer. Joslyn
Corporation is the most significant addition to date to our
process/environmental controls segment and provides Danaher far greater access
to utility and telecommunication markets. We appreciate the courtesies extended
to us by Joslyn's management and Board of Directors and look forward to the
benefits of our combined businesses."
Joslyn, founded in 1902, provides electric power quality, protection,
switch, control, and distribution products to the electric utility,
telecommunications and industrial markets.
Danaher is a leading manufacturer of tools, process/environmental controls,
and transportation products.
# # #
