<PAGE>
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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. 1)
AND
SCHEDULE 13-D UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
----------------
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 CLASS OF
(TITLE OF CLASS OF SECURITIES) 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
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<PAGE>
Danaher Corporation and TK Acquisition Corporation hereby amend and
supplement their Tender Offer Statement on Schedule 14D-1 (as amended, the
"Schedule 14D-1") filed on July 24, 1995, 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, as set forth in this Amendment No. 1. Capitalized terms
used herein without definition have the meanings assigned to them in the
Schedule 14D-1.
Item 11. Material to be Filed as Exhibits.
Item 11 is hereby amended and supplemented by adding thereto the following
exhibits:
(g)(2) --Preliminary Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934, filed on July 25, 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
/s/ Patrick W. Allender
By: _________________________________
Name: Patrick W. Allender
Title:Senior Vice President,
Chief Financial Officer
and Secretary
TK Acquisition Corporation
/s/ Patrick W. Allender
By: _________________________________
Name: Patrick W. Allender
Title: Vice President and
Treasurer
Date: July 26, 1995
2
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EXHIBIT INDEX
<TABLE>
<CAPTION>
PAGE
EXHIBIT NO. DESCRIPTION NO.
----------- ----------- ----
<C> <S> <C>
11(g)(2) Preliminary Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934, filed on July 25, 1995.
</TABLE>
<PAGE>
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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
FILED BY THE REGISTRANT [_]
FILED BY A PARTY OTHER THAN THE REGISTRANT [X]
CHECK THE APPROPRIATE BOX:
[X] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
b(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
JOSLYN CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DANAHER CORPORATION
TK ACQUISITION CORPORATION
(NAME OF PERSON(S) FILING PROXY STATEMENT)
----------------
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[X] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[X] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-
11.
(1) Title of each class of securities to which transaction
applies: Common Shares, par value $1.25 per share, and the associated
common stock purchase rights (the "Rights")
(2) Aggregate number of securities to which transaction
applies: 6,892,458 Common Shares
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: $32 per share
(4) Proposed maximum aggregate value of transaction: $220,558,656
(5) Total fee paid: $44,111.73. Pursuant to, and as provided by, Rule 0-
11(c), the filing fee of $44,111.73 is based upon 1/50th of 1% of the
Transaction Valuation of the purchase of all of the outstanding shares of
Common Stock, par value $1.25 per share ("Shares"), of the Registrant and
the associated Rights at $32 cash per share. Outstanding Shares are assumed
to equal the sum of (i) the number of Shares outstanding as reported in the
Quarterly Report on Form 10-Q of the Registrant for the quarter ended March
31, 1995 and (ii) the number of Shares subject to outstanding options as
reported in the Annual Report on Form 10-K of the Registrant for the fiscal
year ended December 31, 1994, less 613,550 Shares beneficially owned by
Danaher Corporation.
[_] Fee paid previously with preliminary materials.
[X] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: $44,111.73
(2) Form, Schedule or Registration Statement No.: Schedule 14D-1, File
No. 005-15605
(3) Filing Party: Danaher Corporation, TK Acquisition Corporation
(4) Date Filed: July 24, 1995
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<PAGE>
DANAHER CORPORATION
1250 24TH STREET, N.W., SUITE 800
WASHINGTON, D.C. 20037
July , 1995
To the Shareholders of Joslyn Corporation:
As you may know, we have commenced a tender offer for all of the outstanding
shares of common stock of Joslyn at $32 per share--about 30% more than the
closing price when we proposed to buy Joslyn at $32 per share on July 7.
The tender offer is conditioned on the removal of Joslyn's poison pill and
other obstacles under state corporate law that can be removed by the directors
of Joslyn. Joslyn's management to date has not endorsed Danaher's offer. To
make sure that Joslyn shareholders will be able to have the opportunity of
receiving our offer price for their Joslyn shares, we are asking you and other
Joslyn shareholders, by the enclosed proxy materials, to appoint us as their
agents to call a special meeting of the shareholders of Joslyn. At the special
meeting, shareholders could consider removing the existing board and electing
new directors committed to removing the obstacles to our tender offer.
By designating agents, you will only be authorizing us to call the special
meeting. You will not be committed to vote for or against any proposals to be
considered at the special meeting, or to tender your shares.
WE URGE YOU TO SIGN AND RETURN THE AGENT DESIGNATION.
Sincerely yours,
George M. Sherman
President
IMPORTANT
YOUR PROMPT DATING, SIGNING AND RETURNING OF THE ENCLOSED GOLD AGENT
DESIGNATION IN THE ENCLOSED ENVELOPE WOULD BE APPRECIATED. THE RETURN OF
AGENT DESIGNATIONS IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU
OWN.
<PAGE>
PRELIMINARY MATERIALS DATED JULY 25, 1995
----------------
SUBJECT TO REVIEW BY THE
SECURITIES AND EXCHANGE COMMISSION
----------------
CERTAIN INFORMATION INCLUDED HEREIN IS PRESENTED AS IT IS EXPECTED TO EXIST
WHEN THE DEFINITIVE SOLICITATION STATEMENT IS MAILED TO SHAREHOLDERS OF JOSLYN
CORPORATION AND WILL BE REVISED TO REFLECT ACTUAL FACTS AT THAT TIME.
SOLICITATION STATEMENT
OF
DANAHER CORPORATION
AND
TK ACQUISITION CORPORATION
TO CALL A
SPECIAL MEETING OF SHAREHOLDERS
OF
JOSLYN CORPORATION
This Solicitation Statement and the accompanying GOLD Appointment of
Designated Agents ("Agent Designation") are being furnished to holders of
outstanding Common Stock, par value $1.25 per share (the "Shares"), and
associated common stock purchase rights (the "Rights") of Joslyn Corporation,
an Illinois corporation ("Joslyn"), in connection with the solicitation of
Agent Designations from holders of the Shares. As used herein, unless the
context otherwise requires, the term "Shares" shall include the Rights. The
Agent Designations are being solicited by Danaher Corporation, a Delaware
corporation ("Danaher"), and TK Acquisition Corporation, a Delaware
corporation ("Purchaser") and an indirect wholly owned subsidiary of Danaher,
to provide for the calling of a special meeting of shareholders of Joslyn (the
"Special Meeting") for the purpose of considering and voting on the proposals
described below under the heading "SPECIAL MEETING PROPOSALS" (the "Special
Meeting Proposals"). The principal executive offices of Joslyn are located at
30 South Wacker Drive, Chicago, Illinois 60606.
This Solicitation Statement and accompanying GOLD Agent Designation are
first being furnished to Joslyn shareholders on or about August , 1995. Agent
Designations must be delivered to Danaher on or before , 1995, unless
such date is extended by Danaher and Purchaser, in their sole discretion. THE
AGENT DESIGNATIONS WILL NOT CONFER ANY RIGHTS TO VOTE ON MATTERS BROUGHT
BEFORE THE SPECIAL MEETING AND NO PROXIES FOR SUCH VOTES ARE BEING SOLICITED
WITH THIS SOLICITATION STATEMENT. IF THE SPECIAL MEETING IS CALLED, DANAHER
AND PURCHASER WILL SEND JOSLYN SHAREHOLDERS ADDITIONAL PROXY MATERIALS
SOLICITING PROXIES TO VOTE ON THE SPECIAL MEETING PROPOSALS.
On July 24, 1995, Purchaser offered to purchase (the "Offer") all of the
outstanding Shares for $32 net per Share in cash upon the terms and subject to
the conditions set forth in an Offer to Purchase dated July 24, 1995, as the
same may be amended from time to time (the "Offer to Purchase") and the
related Letter of Transmittal.
Pursuant to this Solicitation Statement, Danaher and Purchaser are
soliciting Agent Designations from holders of outstanding Shares to call the
Special Meeting. By executing an Agent Designation, a shareholder will
designate specified persons as agents (each a "Designated Agent") of Joslyn
shareholders with authority to take all actions, other than voting the Shares
at the Special Meeting, permitted to be taken by such shareholders under the
Illinois Business Corporation Act (the "IBCA") in order to call and convene
the Special Meeting.
<PAGE>
The Special Meeting will be called to consider and vote upon the Special
Meeting Proposals, which include, among other things, (i) the removal of all
incumbent directors of Joslyn, (ii) the amendment of Joslyn's By-Laws to fix
the number of directors of Joslyn at three and (iii) the election of Purchaser
nominees as directors to replace the Joslyn directors so removed. Danaher
intends to propose that Section 3.2.1 of the By-Laws of Joslyn be amended to
fix the number of directors of Joslyn at three by deleting the first sentence
of Section 3.2.1 and inserting in its stead the following sentence.
"The Board of Directors of the Corporation shall consist of three (3)
persons."
Pursuant to Joslyn's By-Laws and the IBCA, a vote of the holders of a
majority of the outstanding Shares represented at the meeting and entitled to
vote thereat will be required to approve the foregoing By-Law amendment.
IF, LIKE US, YOU BELIEVE THAT YOU SHOULD HAVE THE OPPORTUNITY TO DECIDE THE
FUTURE OF YOUR COMPANY AND THAT YOU SHOULD HAVE THE CHANCE TO RECEIVE $32 NET
PER SHARE IN CASH FOR ALL OF YOUR SHARES, DANAHER AND PURCHASER URGE YOU TO
SIGN AND RETURN YOUR GOLD AGENT DESIGNATION.
YOUR AGENT DESIGNATION IS IMPORTANT! PLEASE SIGN, DATE AND RETURN THE
ACCOMPANYING GOLD AGENT DESIGNATION TODAY.
NEITHER THE CALL OF THE SPECIAL MEETING NOR SHAREHOLDER APPROVAL OF THE
SPECIAL MEETING PROPOSALS WILL REQUIRE YOU TO TENDER YOUR SHARES TO PURCHASER,
BUT PURCHASER MAY REQUIRE THAT THE SPECIAL MEETING PROPOSALS BE APPROVED AT
THE SPECIAL MEETING BEFORE IT WILL ACCEPT FOR PAYMENT SHARES TENDERED PURSUANT
TO THE OFFER. TENDERING SHARES PURSUANT TO THE OFFER WILL NOT CONSTITUTE A
VOTE IN FAVOR OF THE SPECIAL MEETING PROPOSALS. INSTEAD, TO VOTE IN FAVOR OF
THE PROPOSALS, YOU MUST AUTHORIZE THE CALL OF THE SPECIAL MEETING BY USING THE
ENCLOSED GOLD AGENT DESIGNATION AND MUST ALSO VOTE AT THE SPECIAL MEETING IN
FAVOR OF THE SPECIAL MEETING PROPOSALS. THE FAILURE TO EXECUTE AND RETURN THE
GOLD AGENT DESIGNATION WILL HAVE THE SAME EFFECT AS OPPOSING THE CALL OF THE
SPECIAL MEETING AND MAY RESULT IN WITHDRAWAL OF THE OFFER.
On July 24, 1995, Purchaser commenced the Offer for all outstanding Shares
for $32 net per Share in cash. The purpose of the Offer is to acquire control
of, and the entire equity interest in, Joslyn. Purchaser currently intends to
propose and seek to have Joslyn consummate, as soon as practicable, following
the completion of the Offer, a merger or similar business combination with
Purchaser, at the same price per Share to be paid in the Offer (the "Proposed
Merger"), subject to the terms and conditions described in the Offer to
Purchase. On July 7, 1995, the last full day of trading prior to the public
announcement of Danaher's interest in acquiring the Company by Danaher, the
closing sales price on the NASDAQ-NMS for the Shares was $24 3/4 per Share.
The Offer represents an approximately 30% premium over that price. The Offer
is subject to certain terms and conditions described below and in the Offer to
Purchase. See "Terms and Conditions of the Offer" below.
The Schedule 14D-1, which includes the Offer to Purchase and was filed by
Purchaser with the Securities and Exchange Commission (the "Commission") on
July 24, 1995, and all amendments thereto, may be obtained from the
Commission, upon payment of the Commission's customary charges, by writing to
its principal office at 450 Fifth Street, N.W., Judiciary Plaza, Room 1024,
Washington, D.C. 20549. Such material is also available for inspection and
copying at the principal office of the Commission at the address set forth
immediately above, at the Commission's regional offices at Seven World Trade
Center, 13th Floor, New York, New York 10048 and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661, and at the offices of
Nasdaq Operations, 1735 K Street, N.W., Washington, D.C. 20006.
2
<PAGE>
IF YOU DESIRE TO ACCEPT THE OFFER OF $32 NET PER SHARE IN CASH AND TO
MAXIMIZE THE OPPORTUNITY FOR THE OFFER TO BE CONSUMMATED, DANAHER AND
PURCHASER URGE JOSLYN SHAREHOLDERS TO COMPLETE, SIGN AND RETURN THE GOLD AGENT
DESIGNATION BY , 1995, UNLESS SUCH DATE IS EXTENDED BY DANAHER AND
PURCHASER, IN THEIR SOLE DISCRETION.
EFFECT OF EXECUTION AND DELIVERY OF AGENT DESIGNATIONS
Under the IBCA and the By-Laws of Joslyn, a special meeting of Joslyn
shareholders may be called by the holders of at least 20% of the Shares
("Requisite Holders") entitled to vote at the meeting. According to Joslyn's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1995 filed with
the Commission, as of May 11, 1995, there were 7,162,000 Shares outstanding.
Based on such number (which does not take into account any Shares that after
such date may have been repurchased by Joslyn or issued pursuant to
outstanding options or otherwise) and the fact that a subsidiary of Danaher
already beneficially owns 613,550 shares and intends to execute Agent
Designations, Agent Designations from holders of at least 818,850 Shares will
be required to call the Special Meeting. The By-Laws of Joslyn provide that,
upon receipt of the written request of Requisite Holders (the "Request"), the
Secretary of Joslyn shall promptly call the Special Meeting. Following receipt
of Agent Designations from Requisite Holders, the Designated Agents will call
the Special Meeting and/or thereupon make appropriate delivery, to the
Secretary of Joslyn, of the Request duly requesting such officer forthwith to
cause appropriate notice of the Special Meeting to be given to Joslyn
shareholders entitled thereto.
In the Request, the Designated Agents will also request that the Board of
Directors of Joslyn take action to fix a record date for the determination of
Joslyn shareholders who are entitled to receive notice of or to vote at the
Special Meeting (the "Special Meeting Record Date"). If the Board of Directors
of Joslyn fails or refuses to fix the Special Meeting Record Date, then the
date on which the notice of the Special Meeting is mailed shall be the Special
Meeting Record Date.
Under the IBCA and subject to its provisions, Requisite Holders are entitled
to deliver the Request and to take other actions described herein and in the
IBCA in connection with calling the Special Meeting and any adjournment
thereof. Subject to the IBCA, the Designated Agents may also take such other
actions as they may deem necessary or advisable in connection with calling the
Special Meeting and causing it to be held. The Agent Designations grant to the
Designated Agents the full rights and authority of Requisite Holders to take
these actions in connection with the Special Meeting, including (to the extent
consistent with the IBCA) fixing, or causing to be fixed, the record date and
the date, time and place thereof, and in giving, or causing to be given notice
thereof to Joslyn shareholders, but THE AGENT DESIGNATIONS WILL NOT GIVE THE
DESIGNATED AGENTS THE RIGHT TO VOTE ANY SHARES OWNED BY REQUISITE HOLDERS AT
THE SPECIAL MEETING.
You may revoke your Agent Designation at any time before delivery by the
Designated Agents of the Request to the Secretary of Joslyn by executing and
delivering a written revocation to Joslyn, 30 South Wacker Drive, Chicago,
Illinois 60606 (please send a copy of any revocation to Joslyn to Danaher, c/o
D. F. King & Co., Inc., 77 Water Street, New York, NY 10005). A revocation may
be in any written form, provided that it clearly states that your Agent
Designation is no longer effective. An Agent Designation may also be revoked
by notice given to Joslyn in an open meeting of Joslyn shareholders. Any
revocation of an Agent Designation will not affect any action taken by the
Designated Agents pursuant to the Agent Designation prior to such revocation.
Your presence at a meeting of Joslyn shareholders will not, without more,
revoke your Agent Designation.
THE PURPOSE OF THE SPECIAL MEETING IS TO PROVIDE SHAREHOLDERS OF JOSLYN WITH
THE OPPORTUNITY TO CONSIDER AND VOTE ON THE SPECIAL MEETING PROPOSALS. BY
AUTHORIZING THE CALL OF THE SPECIAL MEETING, YOU WILL ALLOW JOSLYN
SHAREHOLDERS TO PROTECT THEIR INTEREST IN JOSLYN BY EXPRESSING THEIR VIEWS ON
THE OFFER AND THE PROPOSED MERGER DIRECTLY TO THE JOSLYN BOARD OF DIRECTORS.
BY EXECUTING AND RETURNING THE GOLD AGENT DESIGNATION TO DANAHER, YOU ARE
NOT COMMITTING TO CAST ANY VOTE IN FAVOR OF OR AGAINST, NOR ARE YOU GRANTING
3
<PAGE>
ANY PROXY TO VOTE ON, ANY MATTER TO BE BROUGHT BEFORE THE SPECIAL MEETING.
EXECUTION AND DELIVERY OF AN AGENT DESIGNATION WILL NOT OBLIGATE YOU IN ANY
WAY TO SELL YOUR SHARES PURSUANT TO THE OFFER OR ANY OTHER OFFER. A VALIDLY
EXECUTED AND UNREVOKED AGENT DESIGNATION AUTHORIZES THE DESIGNATED AGENTS (I)
TO CALL AND/OR TO REQUEST THE SECRETARY OF JOSLYN TO CALL THE SPECIAL MEETING,
(II) TO TAKE ACTION TO EFFECT THE FIXING OF THE DATE, TIME AND PLACE OF THE
SPECIAL MEETING AND ANY ADJOURNMENT THEREOF, (III) TO REQUEST THE BOARD OF
DIRECTORS OF JOSLYN TO FIX THE RECORD DATE FOR THE SPECIAL MEETING AND FOR ANY
ADJOURNMENT THEREOF, (IV) TO TAKE ACTION TO EFFECT THE GIVING OF NOTICE OF THE
SPECIAL MEETING AND ANY ADJOURNMENT THEREOF TO JOSLYN SHAREHOLDERS AND (V) TO
EXECUTE ALL RIGHTS OF REQUISITE HOLDERS, AND TAKE SUCH OTHER ACTION AS THE
DESIGNATED AGENTS MAY DEEM NECESSARY OR APPROPRIATE, IN CONNECTION WITH
CALLING AND CONVENING THE SPECIAL MEETING. TO VOTE ON THE MATTERS TO BE
BROUGHT BEFORE THE SPECIAL MEETING YOU MUST VOTE BY PROXY OR IN PERSON AT THE
SPECIAL MEETING. TO ACCEPT THE OFFER YOU MUST FOLLOW THE PROCEDURES SET FORTH
IN THE OFFER TO PURCHASE.
The tender of Shares pursuant to the Offer does not constitute the grant to
Danaher or Purchaser of any rights to execute Agent Designations with respect
to the tendered Shares until such time as such Shares are accepted for payment
by Purchaser. Accordingly, it is important that you execute an Agent
Designation even if you tender such Shares pursuant to the Offer.
If any of your Shares are held in the name of a brokerage firm, bank, bank
nominee or other institution, only it can execute an Agent Designation for
such Shares and will do so only upon receipt of your specific instructions.
Accordingly, please contact the person responsible for your account and
instruct that person to execute the GOLD Agent Designation.
If Purchaser should terminate, or materially amend the terms of, the Offer
prior to the delivery of the Request to a Joslyn officer, Danaher or Purchaser
will disseminate such information regarding such changes to Joslyn
shareholders and, in appropriate circumstances, will provide Joslyn
shareholders with a reasonable opportunity to revoke their Agent Designations
prior to the date when the Request is delivered to a Joslyn officer.
SPECIAL MEETING PROPOSALS
REMOVAL OF CURRENT DIRECTORS AND ELECTION OF NEW DIRECTORS
At the Special Meeting, Danaher intends to propose that all incumbent
directors of Joslyn be removed from office. The By-Laws of Joslyn provide that
the Board of Directors shall consist of not less than three (3) nor more than
eight (8) directors of Joslyn. According to publicly available information,
Joslyn currently has six (6) directors on its Board of Directors. The persons
appointed by the proxy to be solicited by Danaher and Purchaser for the
Special Meeting would vote the Shares represented by such proxies in favor of
this proposal to remove all of the directors of Joslyn.
Danaher intends to propose that Section 3.2.1 of the By-Laws of Joslyn be
amended to fix the number of directors of Joslyn at three by deleting the
first sentence of Section 3.2.1 and inserting in its stead the following
sentence.
"The Board of Directors of the Corporation shall consist of three (3)
persons."
Pursuant to Joslyn's By-Laws and the IBCA, provided that a quorum is
present, a vote of the holders of a majority of the Shares represented at the
meeting and entitled to vote thereat will be required to approve the foregoing
By-Law amendment.
4
<PAGE>
Purchaser also intends to propose that its nominees (the "Purchaser
Nominees") be elected as directors of Joslyn to fill all of the vacancies
created by the removal of the incumbent Joslyn directors, each to hold office
until a successor has been elected and qualified or until death, resignation
or removal.
The By-Laws of Joslyn provide for cumulative voting for the election of
directors. Each shareholder has the right to vote his or her Shares
cumulatively at the election; that is, each shareholder will be entitled to as
many votes as shall equal the number of Shares held by such shareholder on the
Special Meeting Record Date multiplied by the number of directors to be
elected. A shareholder may cast all such cumulative votes for a single nominee
or may distribute them in any proportion among any number of candidates. If
voting for directors at the Special Meeting is cumulative, then more votes
than described in the preceding paragraph may be required to elect all of the
Purchaser Nominees as directors.
THE PURCHASER NOMINEES WILL, SUBJECT TO THEIR FIDUCIARY DUTIES, SEEK TO GIVE
ALL SHAREHOLDERS THE OPPORTUNITY TO ACCEPT PURCHASER'S OFFER. ACCORDINGLY, THE
EXECUTION OF AN AGENT DESIGNATION WILL ALLOW SHAREHOLDERS TO CONSIDER AND VOTE
FOR THE PURCHASER NOMINEES AND WILL ENHANCE YOUR CHANCES OF BEING ABLE TO TAKE
ADVANTAGE OF THE OFFER.
ADJOURNMENT OF MEETING AND OTHER MATTERS
Danaher and Purchaser also anticipate requesting, in the proxy solicitation
relating to the Special Meeting, authority to initiate and vote for a proposal
to adjourn the Special Meeting to allow the solicitation of additional votes,
if necessary, to approve the Special Meeting Proposals. Neither Danaher nor
Purchaser currently anticipates additional Special Meeting Proposals on any
substantive matters. However, Danaher and Purchaser may elect to cause
additional Special Meeting Proposals to be identified in the notice of, and in
the proxy materials for, the Special Meeting.
IF DANAHER AND PURCHASER DO NOT OBTAIN SUFFICIENT AGENT DESIGNATIONS TO CALL
THE SPECIAL MEETING AND IF THE SPECIAL MEETING PROPOSALS ARE NOT APPROVED BY
JOSLYN SHAREHOLDERS, IT IS LESS LIKELY THAT CERTAIN CONDITIONS TO THE OFFER
WILL BE SATISFIED AND THAT SHARES WILL BE ACCEPTED FOR PAYMENT PURSUANT TO THE
OFFER. IN SUCH EVENT, DANAHER AND PURCHASER MAY EITHER (I) TERMINATE THE OFFER
OR (II) CONTINUE TO PURSUE THE OFFER AND THE SATISFACTION OF THE CONDITIONS TO
THE OFFER THROUGH LITIGATION AND OTHER MEANS. SEE "TERMS AND CONDITIONS OF THE
OFFER" BELOW.
BACKGROUND OF PROPOSED ACQUISITION
Between May 29, 1994 and August 1, 1994, Danaher purchased an aggregate of
204,000 Shares at an average price per Share (excluding mark-ups or
commissions) of $25.57 in open market purchases. On August 2, 1994, Danaher
purchased 329,500 Shares at a price per Share (excluding mark-ups or
commissions) of $25.6875. As a result of this purchase, Danaher became the
beneficial owner of more than 5 percent of the outstanding shares of the
Company's common stock, requiring Danaher to file a Schedule 13D with the
Commission to disclose its holdings in the Company's stock. On August 5, 1994,
Danaher purchased an additional 10,000 Shares at a price per Share (excluding
mark-ups or commissions) of $25.8125. On August 12, 1994, Danaher filed a
Schedule 13D with the Commission.
On October 6, 1994, Danaher purchased an additional 70,000 Shares at a price
per Share (excluding markups and commissions) of $26.
In September 1994 and March 1995, Mr. Patrick W. Allender, Senior Vice
President and Chief Financial Officer of Danaher, and Mr. George M. Sherman,
President and Chief Executive Officer of Danaher, met with
5
<PAGE>
Mr. William E. Bendix, currently Chairman of the Board of Joslyn, and Mr.
Lawrence G. Wolski, currently Acting Chief Executive Officer of Joslyn. The
purpose of these meetings was for Danaher, as a new large shareholder of
Joslyn, to introduce itself to Joslyn's top management and to learn more about
Joslyn and management's plans for it. In June of 1995, Mr. Allender called Mr.
Wolski to discuss Joslyn's recent announcement of its planned acquisition of
Cyberex, Inc.
On June 30, 1995, Mr. Sherman called Mr. Bendix to inquire whether Joslyn
might be receptive to an expression of interest by Danaher in a business
transaction between Danaher and Joslyn. Mr. Bendix indicated that Joslyn
viewed itself as an independent company in the future, but that he would
discuss the issue with the rest of the Board members. On July 6, 1995, Mr.
Bendix called Mr. Sherman and indicated that Joslyn would always be agreeable
to meet with Joslyn's large shareholders to discuss Joslyn's future and
Joslyn's reported results, but also that its directors believed in Joslyn's
future as an independent company. Mr. Sherman, on behalf of Danaher, asked for
a meeting with Joslyn's officers and to be provided access to non-public
information concerning Joslyn upon execution of a confidentiality agreement
with Joslyn to assist Danaher in evaluating its alternatives with respect to
its investment in Joslyn, including a possible business combination. On July
7, 1995, Mr. Bendix responded to Mr. Sherman's request by indicating that the
request would be considered by Joslyn's Board of Directors at its next meeting
scheduled for July 19, 1995.
On July 7, 1995, Mr. Sherman telephoned Mr. Bendix to inform him that
Danaher was interested in pursuing a business combination with Joslyn. In
addition, Mr. Sherman read and telecopied the following letter to Mr. Bendix.
6
<PAGE>
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.
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
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On July 10, 1995, Mr. Bendix and Mr. Wolski telecopied the following letter
to Mr. Sherman.
July 10, 1995
Mr. George M. Sherman
President and Chief Executive Officer
Danaher Corporation
1250 24th Street, N.W.--Suite 800
Washington, D.C. 20037
Dear George:
We have received your letter dated July 7, 1995 and have forwarded it to our
board. Your proposal will be considered at our regularly scheduled meeting on
July 19, 1995. Promptly after that meeting, we will either inform you of our
board's response or give you an estimated date for such response.
As you know, we have recently reconstituted our board. It is now comprised
of a majority of independent directors and led by a non-executive chairman. We
would not presume to pre-empt or predict their decision. It is not
presumptuous, however, to offer the following observations:
. In considering your proposal, the board will be weighing it against the
excellent prospects of the Company on an independent, stand-alone basis as
we begin to see the benefits of new programs which are now being
implemented. Anticipated strong second quarter results and the Cyberex
acquisition are but two examples.
. Even if the board were to determine to abandon the Company's independent
status and pursue a business combination, it would first select between a
strategic merger and, as you have proposed, a change-in-control
transaction. The next decision would be how to pursue such a transaction.
In the absence of an unquestionably pre-emptive offer from Danaher, an
exclusive negotiation over a change in control transaction is not likely to
occur because of the fiduciary duties of our directors.
. The guiding principle for our directors will be the best interests of our
stockholders. If they determine to pursue a transaction, the Company will
do so vigorously. If they determine to continue down our independent path,
the Company will pursue all appropriate defenses.
Our board will give your proposal a thorough, careful and good faith review
on the 19th. We will respond to you shortly after that meeting.
Sincerely,
William E. Bendix
L.G. Wolski
cc: Board of Directors of Joslyn Corporation
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On July 19, 1995, Mr. Bendix and Mr. Wolski telecopied the following letter
to Mr. Sherman.
July 19, 1995
Mr. George M. Sherman
President and Chief Executive Officer
Danaher Corporation
1250 24th Street, N.W.--Suite 800
Washington, D.C. 20037
Dear George:
As promised, the Board of Directors of Joslyn Corporation and our financial
advisor, Goldman, Sachs & Co., have reviewed your company's proposal to
acquire Joslyn for $32 per share.
The Board has unanimously concluded that entering into merger discussions
with you or providing confidential information to you is not in the best
interests of Joslyn's shareholders. In reaching this conclusion, the Board has
considered, among other things, Joslyn's prospects as an independent company
and the implications of its new growth strategy, its financial analysis and
the analysis presented by Goldman, Sachs & Co. as well as other alternatives
available to Joslyn.
Sincerely,
William E. Bendix
Lawrence G. Wolski
cc: Board of Directors of Joslyn Corporation
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On July 23, 1995, George M. Sherman, the President and Chief Executive
Officer of Danaher, telephoned Mr. Bendix to inform him that the Offer would
commence on July 24. On July 24, 1995, Purchaser commenced the Offer, and Mr.
Sherman called Mr. Wolski, the Acting Chief Executive Officer of the Company
and summarized Danaher's press release as to the commencement of the Offer and
the commencement of the litigation described below. Danaher also on July 24,
telecopied to the Company a copy of Danaher's press release and of the
following letter from Mr. Sherman to Mr. Bendix.
July 24, 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 expressed to you on several occasions
our interest in entering into a business combination with Joslyn Corporation
(the "Company"). On July 7, 1995, Danaher proposed to you a business
combination transaction in which the Company's shareholders would receive $32
in cash for each share of common stock. In the course of our conversations, we
requested access to non-public information concerning the Company, under an
appropriate confidentiality agreement, so that we could explore whether a
higher price would be justified. By your letter dated July 19, you informed us
that the Company's directors had concluded that entering into merger
discussions with Danaher or providing confidential information to Danaher is
not in the best interests of the Company's shareholders.
We are disappointed by the Company's rejection of our proposal to negotiate
a business combination transaction and to our request for access to
information. We fail to see how it could be in the best interests of your
shareholders to reject any further discussion with us.
While we would have preferred to negotiate a transaction with you, we feel
that you have left us no choice but to present a proposal directly to your
shareholders. Accordingly, Danaher and TK Acquisition Corporation, an indirect
wholly-owned subsidiary of Danaher, are today commencing a tender offer for
all of the outstanding shares (and the associated common stock purchase
rights) of the Company at a price of $32 net per share in cash. It is our
intention to acquire any shares not purchased in the tender offer in a
subsequent merger for the same cash consideration paid to shareholders in the
tender offer. We would expect customary conditions for a transaction of this
type; however, we have secured the financing necessary to fund our offer.
We believe that an all cash price of $32 net per share for all shares
presents a very attractive opportunity for the Company's shareholders. For the
past three years, the Company's stock has generally traded in the low or mid-
20s. Our offer represents an approximately 30% premium over the closing price
on the last trading day before our July 7 letter proposing to acquire the
Company at $32 per share.
In light of the attractive terms of our offer, we request that the Company's
Board of Directors make appropriate determinations so that the common stock
purchase rights and the restrictions provided in the Illinois Business
Combination Law are rendered inapplicable to our tender offer and subsequent
merger. We would expect that you will not take any other actions that would be
detrimental to the interests of the shareholders. It is our hope that we can
proceed to complete a transaction with a minimum of delay.
Sincerely,
George M. Sherman
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Also on July 24, 1995, Purchaser commenced litigation against Joslyn in the
United States District Court for the Northern District of Illinois seeking,
among other things, a preliminary injunction (i) enjoining the operation of
the provisions of the Rights Agreement purporting to require approval by the
Continuing Directors for redeeming the Rights or taking certain actions with
respect to the Rights and the Rights Agreement and (ii) enjoining Joslyn's
Board of Directors from treating the tender of shares to Purchaser prior to
its acceptance of such shares for purchase, the receipt of authorizations for
the calling of the Special Meeting, and the obtaining of revocable proxies or
consents to vote shares as vesting beneficial ownership of such shares in
Purchaser for purposes of Section 7.85 of the IBCA. In addition, Purchaser's
lawsuit seeks, among other things, to prohibit the Board of Directors of
Joslyn from breaching their fiduciary duties to Joslyn and its shareholders,
through issuance of an order (i) compelling the Board of Directors of Joslyn
to redeem the Rights or to make the Rights inapplicable to the Offer and the
Proposed Merger; (ii) enjoining the Board of Directors of Joslyn from using
Illinois' business combination statutes to interfere with or prevent
Purchaser's Offer and Proposed Merger; (iii) compelling the Board of Directors
of Joslyn to approve the Offer and the Proposed Merger for purposes of the
Business Combination Law; (iv) declaring that no state laws other than those
of Illinois that purport to regulate business combinations of Joslyn apply to
Purchaser's Offer and Proposed Merger; (v) enjoining Joslyn from instituting
proceedings in any other court or forum concerning or related to Purchaser's
Offer and Proposed Merger and (vi) enjoining the Board of Directors of Joslyn
from taking any other steps to interfere with or prevent Purchaser's Offer and
Proposed Merger.
Danaher filed on July 24, 1995 with the Federal Trade Commission and the
Antitrust Division of the Department of Justice a Premerger Notification and
Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended and the regulations thereunder (the "HSR Act") with respect to the
Offer. Accordingly, the waiting period under the HSR Act applicable to the
Offer will expire at 11:59 P.M., New York City time, on August 8, 1995, unless
prior to the expiration or termination of the waiting period, the FTC or the
Antitrust Division extends the waiting period by requesting additional
information from the Danaher. If such a request is made, the waiting period
applicable to the Offer will expire on the tenth calendar day after the date
of substantial compliance by the Danaher with such request. Thereafter, the
waiting period may only be extended by court order.
TERMS AND CONDITIONS OF THE OFFER
As described above, on July 24, 1995, Purchaser commenced the Offer at a
purchase price of $32 net per Share in cash. As stated in the Offer to
Purchase, the purpose of the Offer is to acquire control of, and the entire
equity interest in, Joslyn. Purchaser currently intends, as soon as
practicable following consummation of the Offer, to propose and seek to have
Joslyn consummate the Proposed Merger.
The Offer is subject to the fulfillment of certain conditions, including,
without limitation, the following:
(1) MINIMUM CONDITION. CONSUMMATION OF THE OFFER IS CONDITIONED (THE
"MINIMUM CONDITION") UPON THERE BEING VALIDLY TENDERED AND NOT PROPERLY
WITHDRAWN PRIOR TO THE EXPIRATION DATE (AS DEFINED IN THE OFFER TO PURCHASE)
THAT NUMBER OF SHARES WHICH, WHEN AGGREGATED WITH THE SHARES CURRENTLY OWNED
BY DANAHER, REPRESENT AT LEAST TWO-THIRDS OF THE TOTAL NUMBER OF SHARES
OUTSTANDING ON A FULLY DILUTED BASIS ON THE DATE OF PURCHASE. FOR PURPOSES OF
THIS OFFER "ON A FULLY DILUTED BASIS" MEANS, AS OF ANY DATE, THE NUMBER OF
SHARES OUTSTANDING, TOGETHER WITH SHARES THAT JOSLYN IS OR MAY BECOME REQUIRED
TO ISSUE PURSUANT TO OBLIGATIONS OUTSTANDING AT THAT DATE UNDER CONVERTIBLE
SECURITIES, EMPLOYEE AND DIRECTOR STOCK OPTIONS, OR OTHERWISE.
According to Joslyn's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995 ("Joslyn's First Quarter 10-Q") filed with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), as of May 11, 1995, there were 7,162,000 Shares outstanding. According
to Joslyn's Annual Report on Form 10-K for the fiscal year ended December 31,
1994 ("Joslyn's 1994 10-K"), filed with the Commission pursuant to the
Exchange Act, there were options to purchase 344,008 Shares outstanding at
December 31, 1994 and 1,737,242 Shares remaining available for grant under
Joslyn's Employee Stock Benefit
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Plan ("Joslyn's Employee Stock Plan") and Joslyn's Stock Option Plan
("Joslyn's Stock Plan"). Information is not currently publicly available with
respect to the number of Shares subject to options pursuant to Joslyn's
recently-adopted Non-Employee Director Stock Plan ("Joslyn's Outside Director
Stock Plan"). Accordingly, based on publicly available information, there are
7,506,008 Shares outstanding on a fully diluted basis (of which Danaher,
through its wholly owned subsidiary DH Holdings Corp., owns 613,550 Shares),
assuming (1) that no Shares were issued or acquired by Joslyn after March 31,
1995, (2) no options are outstanding with respect to Joslyn's Outside Director
Stock Plan, (3) no exercise of the options outstanding as of December 31, 1994
prior to the Expiration Date, and (4) that as of the Expiration Date there are
no other obligations to issue Shares. Based on the foregoing, the Minimum
Condition would be satisfied if at least 4,161,117 Shares are validly tendered
pursuant to the Offer and not properly withdrawn.
The Purchaser will make a determination as to whether the Minimum Condition
has been satisfied based on the best information available to it at the time
of such determination.
RIGHTS CONDITION. CONSUMMATION OF THE OFFER IS CONDITIONED UPON THE RIGHTS
ISSUED PURSUANT TO THE RIGHTS AGREEMENT, DATED AS OF FEBRUARY 10, 1988, AS
AMENDED AS OF SEPTEMBER 2, 1994 (THE "RIGHTS AGREEMENT") BETWEEN JOSLYN AND
THE FIRST NATIONAL BANK OF CHICAGO HAVING BEEN REDEEMED BY JOSLYN'S BOARD OF
DIRECTORS OR PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, THAT SUCH
RIGHTS HAVE BEEN INVALIDATED OR OTHERWISE ARE INAPPLICABLE TO THE OFFER AND
THE PROPOSED MERGER (THE "RIGHTS CONDITION"). THE RIGHTS ARE DESCRIBED IN
JOSLYN'S FORM 8-A/A, DATED SEPTEMBER 9, 1994 ("JOSLYN'S 8-A/A"), AND SUCH
DESCRIPTION IS SUMMARIZED HEREIN.
According to Joslyn's 8-A/A, a person who beneficially owns 15% or more of
the outstanding Shares is deemed to be an "Acquiring Person" for purposes of
the Rights Agreement, provided that such term excludes certain persons who
inadvertently come to own beneficially 15% or more of the outstanding Shares
and who promptly divest a sufficient number of Shares so that such persons
would no longer be Acquiring Persons. As of the date hereof, Danaher, through
its wholly owned subsidiary DH Holdings Corp., owned an aggregate of 613,550
Shares. If Danaher or Purchaser acquires any additional Shares, which together
with the 613,550 Shares already owned by Danaher represent 15% or more of the
outstanding Shares, unless prior to such time the Rights are redeemed or
invalidated or otherwise inapplicable to the Offer, each holder of record of a
Right (other than Danaher and Purchaser, according to the terms of the Rights
Agreement) will have the right to receive, upon exercise of the Right, Shares
having a purchase price at the time of the transaction equal to the greater of
(i) 20% of the then current market price per Share and (ii) the par value per
Share. In the event that, once a person has become an Acquiring Person, (i)
Joslyn is acquired in a share exchange or in a merger or consolidation in
which Joslyn is not the surviving corporation or in which all or part of the
outstanding Shares is changed into or exchanged for securities of any other
person, cash or any other property or (ii) more than 50% of Joslyn's
consolidated assets or earning power is sold or transferred to any person
(other than Joslyn, any subsidiary of Joslyn or any employee benefit plan of
Joslyn or of any subsidiary of Joslyn), each holder of a Right (other than
Danaher and Purchaser, according to the terms of the Rights Agreement) shall
thereafter have the right to receive, upon exercise of the Right, such number
of shares of common stock of the acquiring company as shall have a value equal
to two times the exercise price of the Right. As a result, the Rights could
make Danaher's acquisition of Joslyn prohibitively expensive by severely
diluting Danaher's equity interest and voting power.
According to Joslyn's 8-A/A, at any time until the earlier of (i) fifteen
days after the date of public announcement that a person has become an
Acquiring Person or (ii) the date of expiration of the Rights pursuant to the
Rights Agreement, the Board of Directors of Joslyn may redeem the Rights in
whole, but not in part, at a price of $0.03333 per Right. Immediately upon the
action of the Board of Directors of Joslyn authorizing redemption of the
Rights, the right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive $0.03333 per Right. Under certain
circumstances set forth in the Rights Agreement, the decision to redeem is
stated to require the concurrence of a majority of the Continuing Directors,
defined to mean any member of the Board of Directors of Joslyn who was a
member of the Board prior to the date of the Rights Agreement, and any person
who is subsequently elected to the Board if such person is recommended or
approved
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by a majority of the Continuing Directors, but not to include an Acquiring
Person, any affiliate or associate of an Acquiring Person, or any
representative of the foregoing entities.
According to Joslyn's 8-A/A, until the Distribution Date (as defined in the
Offer to Purchase), the Rights will not be exercisable and will be represented
by and transferred with, and only with, the associated Shares and the
surrender for transfer of any of the certificates representing Shares (the
"Share Certificates") will also constitute the transfer of the Rights
associated with the Shares represented by such Share Certificates. According
to Joslyn's 8-A/A, the Rights Agreement provides that the Rights will become
exercisable after the Distribution Date and, as soon as practicable following
the Distribution Date, separate certificates representing the Rights ("Rights
Certificates") will be mailed to holders of record of Shares as of the
Distribution Date, and thereafter the Rights Certificates alone will evidence
the Rights. Based on publicly available information, Purchaser believes that
currently the Rights are not exercisable, Rights Certificates have not been
issued and the Rights are evidenced by the Share Certificates. Under the
Rights Agreement, as a result of the announcement of the Offer, the Purchaser
believes that the Distribution Date will be as early as August 7, 1995, unless
prior to such date Joslyn's Board of Directors redeems or otherwise makes
inapplicable to the Offer the Rights or takes action to delay the Distribution
Date.
Purchaser has requested that Joslyn's Board of Directors redeem the Rights
or take such other action as is necessary to make the Rights inapplicable to
the Offer. Purchaser believes that under the circumstances of the Offer, and
under applicable law, the Board of Directors of Joslyn has a fiduciary
obligation to redeem the Rights (or to amend the Rights Agreement to make the
Rights inapplicable to the Offer and the Proposed Merger). However, there can
be no assurance that the Board of Directors of Joslyn will redeem the Rights
(or so amend the Rights Agreement). Purchaser has commenced litigation against
Joslyn and its directors in the United States District Court for the Northern
District of Illinois (the "Court") seeking, among other things, a preliminary
injunction enjoining the operation of the provisions of the Rights Agreement
purporting to require approval by the Continuing Directors to redeem the
Rights or to make the Rights inapplicable to the Offer and the Proposed
Merger.
At the Special Meeting, Purchaser expects to seek to remove the members of
the current Board of Directors of Joslyn and to replace them with Purchaser
Nominees, who, if elected, intend to redeem the Rights (or amend the Rights
Agreement to make the Rights inapplicable to the Offer and the Proposed
Merger) subject to the fulfillment of the fiduciary duties that they would
have as directors of Joslyn. Redemption of the Rights (or such an amendment to
the Rights Agreement) by the current Board of Directors, or, if the provisions
of the Rights Agreement relating to the requirement for approval by the
Continuing Directors have been declared invalid, by the nominees of Purchaser,
would satisfy the Rights Condition.
BUSINESS COMBINATION CONDITION. CONSUMMATION OF THE OFFER IS CONDITIONED
UPON PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, THAT AFTER
CONSUMMATION OF THE OFFER, THE RESTRICTIONS CONTAINED IN SECTIONS 7.85 AND
11.75 OF THE IBCA (TOGETHER, THE "BUSINESS COMBINATION LAW") WILL NOT APPLY TO
THE PROPOSED MERGER OR OTHER BUSINESS COMBINATION (AS DEFINED THEREIN) TO
WHICH PURCHASER IS DIRECTLY OR INDIRECTLY A PARTY (THE "BUSINESS COMBINATION
CONDITION").
The Proposed Merger, including, without limitation, the timing and details
thereof, is subject to, among other things, the provisions of the IBCA,
including, without limitation, the Business Combination Law. The two relevant
Sections of the Business Combination Law are summarized below.
Section 7.85
Section 7.85 of the IBCA provides that an Illinois corporation, such as
Joslyn, may not engage in any "Business Combination" (defined to include a
variety of transactions, including, without limitation, a merger) with any
"Interested Shareholder" (defined for purposes of Section 7.85 as a person
that directly or indirectly beneficially owns 10% or more of the corporation's
outstanding voting stock), or any affiliate of an Interested Shareholder, at
any time unless (i) two-thirds of the Disinterested Directors (as defined
below) of such
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corporation approved the Business Combination, (ii) the Business Combination
is approved by the holders of at least (a) 80% of the outstanding voting stock
of the corporation and (b) a majority of the combined voting power of the
corporation's voting stock which is not owned by the Interested Shareholder or
its affiliates or associates, or (iii) the Business Combination meets certain
"fair price" and "fair process" requirements, which (a) set minimum levels for
consideration to be received by shareholders, (b) disallow certain
preferential arrangements between the corporation and the Interested
Shareholder and (c) require that a proxy or information statement describing
the business combination be mailed to shareholders at least 30 days prior to
the consummation of the business combination. A "Disinterested Director" is a
director who (a) is neither the Interested Shareholder nor an affiliate or
associate of the Interested Shareholder; (b) was a member of the board of
directors prior to the time that the Interested Shareholder became such, or
was recommended to succeed a Disinterested Director by a majority of the
Disinterested Directors then in office; and (c) was not nominated for election
as a director by the Interested Shareholder or any affiliate or associate
thereof.
Section 11.75
Section 11.75 of the IBCA provides that an Illinois corporation, such as
Joslyn, may not engage in any Business Combination with any "Interested
Shareholder" (defined for purposes of Section 11.75 as a person that directly
or indirectly, by itself or with or through any of the affiliates or
associates, beneficially owns 15% or more of the corporation's outstanding
voting stock) for three years after the date on which the Interested
Shareholder becomes an Interested Shareholder, unless (i) prior to the date
such Interested Shareholder became an Interested Shareholder, the board of
directors of such corporation approved either the Business Combination or the
transaction which resulted in the shareholder becoming an Interested
Shareholder, (ii) upon consummation of the transaction which resulted in the
shareholder becoming an Interested Shareholder, the Interested Shareholder
owned at least 85% of the voting stock of the corporation outstanding at the
time the transaction commenced (excluding, for purposes of determining the
number of shares outstanding, those shares held by (A) persons who are
directors and also officers of the corporation and (B) employee stock plans in
which employee participants do not have the right to determine confidentially
whether shares held subject to the plan will be tendered in a tender or
exchange offer) or (iii) on or subsequent to the date the shareholder becomes
an Interested Shareholder, the Business Combination is (a) approved by the
board of directors of the corporation and (b) authorized at an annual or
special meeting of shareholders by the affirmative vote of the holders of at
least two-thirds of the outstanding voting stock of the Corporation which is
not owned by the Interested Shareholder.
The Business Combination Condition would be satisfied if (i) both of the
following conditions (a) and (b) are satisfied, or (ii) if Purchaser, in its
sole discretion, were satisfied that the Business Combination Law was invalid
or its restrictions were otherwise inapplicable to Purchaser in connection
with the Proposed Merger for any reason, including, without limitation, those
specified in the Business Combination Law:
(a) the Board of Directors of Joslyn approved the Offer and the Proposed
Merger prior to consummation of the Offer, or if, upon consummation of the
Offer, Purchaser owned at least 85% of the total voting stock of Joslyn
outstanding at the time the transaction commenced (excluding, for purposes
of determining the number of shares outstanding, those shares held by (A)
persons who are directors and also officers of the corporation and (B)
employee stock plans in which employee participants do not have the right
to determine confidentially whether shares held subject to the plan will be
tendered in a tender or exchange offer), and
(b) two-thirds of Joslyn's Disinterested Directors approved the Proposed
Merger, or the holders of 80% of the Shares and a majority of the
disinterested shareholders of Joslyn approved the Proposed Merger, or the
Proposed Merger were found to meet the "fair price" and "fair process"
requirements outlined above and described in detail in the Offer to
Purchase.
Purchaser has requested that the Board of Directors approve the Offer and
Proposed Merger for purposes of the Business Combination Law. There can be no
assurance that the Board of Directors will do so. If the Board does not so
approve the Offer and Proposed Merger but both conditions (a) and (b) above
can be satisfied
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otherwise, then the restrictions on business combinations contained in the
Business Combination Law would not be applicable.
Purchaser has commenced litigation against Joslyn and all of its directors
in the Court seeking, among other things, an order compelling the Board of
Directors of Joslyn to approve the Offer and the Proposed Merger for purposes
of the Business Combination Law, on the grounds that failure to do so would
constitute a breach of fiduciary duty to Joslyn's shareholders.
At the Special Meeting, Purchaser expects to seek to remove the members of
the current Board of Directors of Joslyn and to replace them with the
Purchaser Nominees, who, if elected, intend to approve the Offer and the
Proposed Merger under the Business Combination Law, subject to the fulfillment
of the fiduciary duties that they would have as Directors of Joslyn. Approval
of the Offer and the Proposed Merger under the Business Combination Law would
satisfy the Business Combination Condition.
The Offer is also subject to other terms and conditions which are described
in the Offer to Purchase and the related Letter of Transmittal, copies of
which are available from D.F. King & Co., Inc. at the address and telephone
number set forth on the back cover of this Solicitation Statement. As
described above, Danaher and Purchaser urge you to obtain a copy of the Offer
to Purchase, the Letter of Transmittal and other Offer documents.
SOLICITATION OF AGENT DESIGNATIONS
Agent Designations may be solicited by mail, telephone or telecopier and in
person. Solicitations may be made by directors, officers, investor relations
personnel and other employees of Danaher or Purchaser, none of whom will
receive additional compensation for such solicitations. Danaher has requested
banks, brokerage houses and other custodians, nominees and fiduciaries to
forward all of its solicitation materials to the beneficial owners of the
Shares they hold of record. Danaher will reimburse these record holders for
customary clerical and mailing expenses incurred by them in forwarding these
materials to their customers.
Danaher has retained D.F. King & Co., Inc. ("D.F. King") for solicitation
and advisory services in connection with this solicitation of Agent
Designations. D.F. King will be paid an aggregate fee of approximately $ for
acting (a) as proxy solicitor in connection with (i) this solicitation of
Agent Designations, and (ii) the solicitation of proxies for the Special
Meeting if it is called, and (b) as Information Agent in connection with the
Offer. D.F. King may also receive additional reasonable and customary
compensation for providing additional advisory services in connection with
this solicitation of Agent Designations and the other proxy solicitations
described in this paragraph. Danaher has also agreed to reimburse D.F. King
for its reasonable out-of-pocket expenses and to indemnify D.F. King against
certain liabilities and expenses, including liabilities and expenses under the
federal securities laws. D.F. King will solicit Agent Designations from
individuals, brokers, banks, bank nominees and other institutional holders.
Merrill Lynch is acting as Danaher's financial advisor in connection with
the Offer and the Proposed Merger, and as Dealer Manager for the Offer. As
compensation for such services, Danaher has agreed to pay Merrill Lynch a fee
of $500,000, $400,000 of which fee is payable upon commencement by Danaher or
one of its affiliates of a tender offer or exchange offer for securities of
the Company. Danaher has also agreed to pay Merrill Lynch a fee of up to
$2,000,000 (less any fees theretofore paid) contingent upon consummation of an
Acquisition Transaction. "Acquisition Transaction" has been defined to include
(i) any merger, consolidation, reorganization or other business combination
pursuant to which the business of the Company is combined with that of Danaher
or one of its affiliates; (ii) the acquisition, directly or indirectly, by
Danaher or one of its affiliates by tender or exchange offer, negotiated
purchase or other means of at least 50% of the then outstanding capital stock
of the Company; (iii) the acquisition, directly or indirectly, by Danaher or
one of its affiliates of at least 50% of the assets of, or of any right to all
or a substantial portion of the revenues or income of the Company; or (iv) the
acquisition, directly or indirectly, by Danaher or one of its affiliates of
control of the Company through a
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proxy contest or otherwise than through the acquisition of the Company's
voting capital stock. In addition, Danaher has agreed to reimburse Merrill
Lynch for its reasonable out-of-pocket expenses, including, without
limitation, reasonable fees and disbursement of its counsel, incurred in
connection with the Offer and the Proposed Merger or otherwise arising out of
Merrill Lynch's engagement and to indemnify Merrill Lynch (and certain
affiliated persons) against certain liabilities and expenses, including,
without limitation, certain liabilities under the federal securities laws.
Merrill Lynch may from time to time in the future render various investment
banking services to Danaher and its affiliates, for which it is expected it
would be paid customary fees.
In connection with Merrill Lynch's engagement as financial advisor, Danaher
anticipates that employees of Merrill Lynch may communicate in person, by
telephone or otherwise with a limited number of institutions, brokers or other
persons who are Joslyn shareholders for the purpose of assisting in the
solicitation of Agent Designations as well as for the solicitations of proxies
for the Special Meeting, if called. Merrill Lynch will not receive any fee for
or in connection with such solicitation activities apart from the fees which
it is otherwise entitled to receive as described above.
The entire expense of soliciting Agent Designations is being borne by
Danaher or a direct or indirect subsidiary of Danaher. Neither Danaher nor any
such subsidiary will seek reimbursement for such expenses from Joslyn. Costs
incidental to these solicitations of Agent Designations include expenditures
for printing, postage, legal and related expenses and are expected to be
approximately $ . Total costs incurred to date in furtherance of or in
connection with these solicitations of Agent Designations are approximately
$ .
SHAREHOLDER PROPOSALS
According to Joslyn's Proxy Statement for its 1995 Annual Meeting, any
notice of a qualified shareholder submitting a proposal for the 1996 Annual
Meeting of Shareholders of the Company must be in proper form and must be
received by Joslyn no later than November 29, 1995.
OTHER INFORMATION
Danaher is a Delaware corporation which operates a variety of businesses
through its wholly owned subsidiaries. These businesses are conducted in three
business segments: Tools, Process/Environmental Controls and Transportation.
Danaher is the principal manufacturer of Sears, Roebuck and Co.'s Craftsman
line and the National Automotive Parts Association line of mechanics' hand
tools. Danaher also manufactures Allen wrenches and Jacobs drill chucks and is
a leading supplier of mechanics' hand tools through Matco Tools. In its
Process/Environmental Controls segment, Danaher is a leading producer of leak
detection sensors for underground fuel storage tanks and motion, temperature,
pressure and flow control devices. Danaher's Transportation business
manufactures wheel service equipment, diesel engine retarders and automotive
air conditioning components which are sold under such brand names as Coats,
Ammco and "Jake Brake."
Approximately 34.3% of the outstanding common stock of Danaher is
beneficially owned by Equity Group Holdings ("EGH" and, together with Danaher
and the Purchaser, the "Purchaser Entities"), a District of Columbia general
partnership of which Steven M. Rales and Mitchell P. Rales, each of whom is a
director and executive officer of Danaher and a director of Purchaser, are the
general partners. Together with certain other shares of common stock which are
beneficially owned by such individuals, such individuals beneficially own
approximately 43.1% of the outstanding common stock of Danaher. EGH is
principally engaged in the business of investing in manufacturing companies,
radio broadcasting companies and publicly traded securities. The principal
executive offices of EGH are located at 1250 24th Street, N.W., Suite 800,
Washington, D.C. 20037. The principal address of Danaher is 1250 24th Street,
N.W., Suite 800, Washington, D.C. 20037. Purchaser was incorporated in
Delaware on June 2, 1995 for the purpose of acquiring Joslyn and has engaged
in no activities to date other than those incidental to its organization and
the proposed acquisition of Joslyn. The principal address of Purchaser is 1250
24th Street, N.W., Suite 800, Washington, D.C. 20037. Certain information
about the
16
<PAGE>
directors and executive officers of Danaher and Purchaser and certain
employees and other representatives of Danaher who may also assist D.F. King &
Co., Inc. in soliciting proxies is set forth in the attached Schedule I.
Schedule II sets forth certain information relating to Shares owned by
Danaher, Purchaser, their directors and executive officers, such employees and
other representatives and certain transactions between any of them and Joslyn.
Schedule III sets forth certain information, as made available in public
documents, regarding Shares held by Joslyn's principal shareholders and by its
management.
THIS SOLICITATION STATEMENT IS NEITHER A REQUEST FOR THE TENDER OF SHARES
NOR AN OFFER WITH RESPECT THERETO. PURCHASER'S OFFER IS BEING MADE ONLY BY
MEANS OF THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL, AS FILED WITH
THE COMMISSION.
PLEASE INDICATE YOUR SUPPORT OF PURCHASER'S OFFER BY COMPLETING, SIGNING AND
DATING THE ENCLOSED GOLD AGENT DESIGNATION AND RETURNING IT PROMPTLY TO
DANAHER C/O D.F. KING & CO., INC., 77 WATER STREET, NEW YORK, NEW YORK 10005,
IN THE ENCLOSED ENVELOPE. NO POSTAGE IS NECESSARY IF THE ENVELOPE IS MAILED IN
THE UNITED STATES.
DANAHER CORPORATION
TK ACQUISITION CORPORATION
, 1995
17
<PAGE>
SCHEDULE I
The following table sets forth the name, business address and principal
occupation or employment of (i) each Director and executive officer of Danaher
and Purchaser and (ii) certain employees and other representatives who may
also assist D.F. King & Co., Inc. in soliciting proxies from Joslyn
shareholders.
DIRECTORS AND EXECUTIVE OFFICERS OF DANAHER AND PURCHASER
DANAHER
Set forth below are the name, business address and present principal
occupation or employment, and material occupations, positions, offices or
employments for the past five years of each director and executive officer of
Danaher. Except as otherwise noted, the business address of each such person
is 1250 24th Street N.W., Washington, D.C. 20037 and each such person is a
United States citizen. In addition, except as otherwise noted, each director
and executive officer of Danaher has been employed in his or her present
principal occupation listed below during the last five years. Directors of
Danaher are indicated by an asterisk.
<TABLE>
<CAPTION>
POSITIONS, OFFICES OR
NAME AND BUSINESS ADDRESS EMPLOYMENT FOR PAST FIVE YEARS
- ------------------------- ------------------------------
<S> <C>
Patrick W. Allender..... Mr. Allender is Senior Vice President, Chief Financial
Officer and Secretary of Danaher. He has held such
position since 1987.
C. Scott Brannan........ Mr. Brannan is Vice President Administration and
Controller of Danaher. He has held such position since
1987.
Mortimer M. Caplin*..... Mr. Caplin has been Senior member of Caplin & Drysdale,
Caplin & Drysdale a law firm in Washington, D.C. for more than five
One Thomas Circle, N.W. years. He is a Director of Fairchild Industries, Inc.,
Suite 1100 Fairchild Corporation, Presidential Realty Corporation
Washington, D.C. 20005 and Unigene Laboratories, Inc.
Dennis D. Claramunt..... Mr. Claramunt was appointed Vice President and Group
Executive of Danaher in 1994. He has served as
President of Jacobs Chuck Manufacturing Company for
more than five years.
James H. Ditkoff........ Mr. Ditkoff was appointed Vice President-Finance/Tax of
Danaher in January, 1991. He has served in an
executive capacity in finance/tax for Danaher since
1988.
Donald J. Ehrlich*...... Mr. Ehrlich has been President, Chief Executive Officer
Wabash National Corpo- and Director of Wabash National Corporation since its
ration inception in 1985. He is a Director of Indiana
1000 Sagamore Parkway Secondary Market for Educational Loans, Inc. and NBD
South Bank, N.A., Northwest.
Lafayette, IN 47905
Walter G. Lohr, Jr.*.... Mr. Lohr has been a Partner of Hogan & Hartson, a law
Hogan & Hartson firm in Baltimore, Maryland since 1992. He was an
111 South Calvert attorney in private practice from 1987 to 1992.
Street
Suite 1600
Baltimore, MD 21202-
6191
Mitchell P. Rales*...... Mr. Rales is Chairman of the Executive Committee of
Danaher. He has held such position since February
1990. He has been a General Partner of Equity Group
Holdings, a general partnership located in Washington,
D.C., with interests in manufacturing companies, media
operations, and publicly traded securities, since
1979.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
POSITIONS, OFFICES OR
NAME AND BUSINESS ADDRESS EMPLOYMENT FOR PAST FIVE YEARS
- ------------------------- ------------------------------
<S> <C>
Steven M. Rales*........ Mr. Rales is Chairman of the Board of Danaher, a
position he has held since 1984. He was Chief
Executive Officer of Danaher until February 1990. He
has been a General Partner of Equity Group Holdings, a
general partnership located in Washington, D.C., with
interests in manufacturing companies, media
operations, and publicly traded securities, since
1979.
George M. Sherman*...... Mr. Sherman is President, Chief Executive Officer and
Director of Danaher. He has held such positions since
February 1990.
A. Emmet Stephenson, Mr. Stephenson has been President of Stephenson and
Jr.*................... Co., a private investment management firm in Denver,
Stephenson & Company Colorado and Senior Partner of Stephenson Merchant
100 Garfield Street Banking for more than five years.
Denver, CO 80206
John P. Watson.......... John P. Watson Mr. Watson was appointed Vice President
and Group Executive of Danaher in 1993. He has served
Danaher in an executive capacity in its Tool Group
since September, 1990. He was Executive Vice President
for the Sterling Group, a division of the Kohler
Company, prior thereto.
</TABLE>
THE PURCHASER
Set forth below are the name and position with the Purchaser of each
director and executive officer of the Purchaser. The principal business
address of each such person is 1250 24th Street N.W., Washington, D.C. 20037.
Each such person is a United States citizen. No such person owns, beneficially
or otherwise, any Shares.
<TABLE>
<CAPTION>
PRESENT OFFICE OR OTHER
PRINCIPAL OCCUPATION OR
NAME EMPLOYMENT
---- -----------------------
<S> <C>
Mitchell P. Rales.............................. Director.
Steven M. Rales................................ Director.
George M. Sherman.............................. President and Director.
Patrick W. Allender............................ Vice President and Treasurer
C. Scott Brannan............................... Vice President and Secretary
</TABLE>
2
<PAGE>
CERTAIN EMPLOYEES AND OTHER REPRESENTATIVES
OF DANAHER WHO MAY ALSO SOLICIT PROXIES
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT
---- ----------------------------
<S> <C>
William Rifkin........................... Managing Director, Merrill Lynch & Co.
Merrill Lynch & Co.
World Financial Center
North Tower
New York, NY 10281-1330
Paul Stefanick........................... Director, Merrill Lynch & Co.
Merrill Lynch & Co.
World Financial Center
North Tower
New York, NY 10281-1330
Alan Goodstadt........................... Associate, Merrill Lynch & Co.
Merrill Lynch & Co.
World Financial Center
North Tower
New York, NY 10281-1330
Linda Green.............................. Analyst, Merrill Lynch & Co.
Merrill Lynch & Co.
World Financial Center
North Tower
New York, NY 10281-1330
</TABLE>
3
<PAGE>
SCHEDULE II
SHARES HELD BY DANAHER, PURCHASER, THEIR DIRECTORS AND EXECUTIVE OFFICERS,
CERTAIN EMPLOYEES AND OTHER REPRESENTATIVES OF DANAHER
Danaher, through its wholly owned subsidiary DH Holdings Corp., currently
beneficially owns 613,550 Shares.
Except as disclosed above, none of Danaher, Purchaser or their Directors or
executive officers owns any securities of Joslyn, beneficially or of record,
has entered into any purchase or sale of any such securities within the past
two years or is or was within the past year a party to any contract,
arrangement or understanding with any person with respect to any Shares.
Except as disclosed in this solicitation statement, to the best knowledge of
Danaher, Purchaser and their Directors or executive officers, none of their
associates beneficially owns, directly or indirectly, any securities of
Joslyn.
In the ordinary course of its business, Merrill Lynch & Co. may trade the
securities of Joslyn for its own account and the accounts of its customers
and, accordingly, may at any time hold a long or short position in such
securities. As of July 20, 1995, Merrill Lynch & Co. held a net long position
of less than 1% of the Shares.
<PAGE>
SCHEDULE III
PRINCIPAL SHAREHOLDERS OF JOSLYN AND SHAREHOLDINGS OF JOSLYN'S MANAGEMENT
Set forth below is information regarding Shares owned by (i) those persons
owning more than 5% of the outstanding Shares and (ii) directors and executive
officers of Joslyn as a group. Such information is derived from Joslyn's proxy
statement for its 1995 Annual Meeting of Shareholders and subsequent filings
on Schedule 13D and Schedule 13G, as described in the footnotes below.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL
SHAREHOLDERS OWNERSHIP (A)
- ------------ -------------------------------
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
------------------- -------------------- ----------
<S> <C> <C>
Robert D. MacDonald, James H. Ingersoll & David 646,754(a) 9%
L. Everhart, Trustees.........................
150 N. Michigan Avenue,
Suite 2500
Chicago, Illinois 60601
Danaher Corporation............................ 613,550(b) 8.6%
1250 24th Street, N.W.
Washington, D.C. 20037
Joslyn Retirement Plans' Company Stock Trust... 445,188(c) 6.2%
30 South Wacker Drive
Chicago, Illinois 60606
Pioneering Management Corporation.............. 430,337(d) 6%
60 State Street Boston,
Massachusetts 02109
</TABLE>
- --------
(a) Includes 480,085 shares held by Messrs. MacDonald, Ingersoll and Everhart
as co-trustees of the Alice Newell Joslyn Trust and the Marcellus Lindsey
Joslyn Trust. These trusts have sole voting and dispositive power with
respect to the shares in each trust. In addition to the 480,085 shares
held with co-trustees Messrs. Ingersoll and Everhart, Mr. MacDonald holds
166,669 shares as a trustee of other trusts.
(b) Danaher Corporation has reported in Amendment No. 1 to Form 13D filed on
July 10, 1995, that it has sole voting power as to 613,550 shares.
(c) Joslyn Retirement Plans' Company Stock Trust ("Trust") has sole voting and
investment power for 43,173 of such shares and shared voting and
investment power for 402,015 of such shares. The Trust beneficially owns
certain of the above shares for the Corporation's Employees' Savings and
Profit Sharing Plan ("Profit Sharing Plan") and the Trustee has power to
dispose of such shares; provided, however, that in the event of a tender
or exchange offer, the participants generally have the right to direct the
Trustee on how to respond to the tender or exchange offer.
(d) Pioneering Management Corporation has reported in its Form 13G that it has
sole voting power as to 430,337 and shared dispositive power as to 430,337
Shares.
(a) The Commission has defined "beneficial owner" of a security to include
any person who has or shares voting power or investment power with respect to
any such security or has the right to acquire beneficial ownership of any such
security within 60 days. Unless otherwise indicated, (i) the amounts owned
reflect direct beneficial ownership and (ii) the person indicated has sole
voting and investment power.
Except as otherwise noted, the information concerning Joslyn in this
Solicitation Statement has been taken from or is based upon documents and
records on file with the Commission and other publicly available information.
Neither Purchaser nor Danaher takes any responsibility for the accuracy or
completeness of the information contained in such documents and records, or
for any failure by Joslyn or any other third party to disclose events that may
have occurred and may affect the significance or accuracy of any such
information but which are unknown to Purchaser and Danaher.
<PAGE>
IMPORTANT
Your Agent Designation is important. No matter how many Shares you own,
please give Danaher your Agent Designation by:
SIGNING the enclosed GOLD Agent Designation,
DATING the enclosed GOLD Agent Designation, and
MAILING the enclosed GOLD Agent Designation TODAY in the envelope
provided (no postage is required if mailed in the United States) to D.F.
King & Co., Inc. at the address below.
If you have any questions, would like a copy of the Offer to Purchase, the
Letter of Transmittal and related documents, or require any additional
information concerning this Solicitation Statement or the Offer, please
contact D.F. King & Co., Inc. at the address set forth below. If any of your
Shares are held in the name of a brokerage firm, bank, bank nominee or other
institution, only it can execute the Agent Designation. Accordingly, please
contact the person responsible for your account and instruct that person to
execute the GOLD Agent Designation.
D.F. King & Co., Inc.
77 Water Street
New York, New York 10005
If you have any questions or need assistance in voting your shares please
contact:
D.F. King & Co., Inc.
77 Water Street
New York, New York 10005
(212) 269-5550 (Call Collect)
or
Call Toll-Free (800) 758-7358
2
<PAGE>
THIS AGENT DESIGNATION IS SOLICITED BY DANAHER CORPORATION AND TK ACQUISITION
CORPORATION FOR THE APPOINTMENT OF DESIGNATED AGENTS TO CALL A SPECIAL MEETING
OF SHAREHOLDERS OF JOSLYN CORPORATION.
Each of the undersigned hereby constitutes and appoints Danaher Corporation,
and TK Acquisition Corporation, and each of them, each with full power of
substitution, the proxies and agents of each of the undersigned (said proxies
and agents, together with each substitute appointed by any of them, if any,
collectively, the "Designated Agents") in respect of all Common Shares, par
value $1.25 per share, and the associated common stock purchase rights, of
Joslyn Corporation ("Joslyn") owned by the undersigned to do any or all of the
following, to which each of the undersigned hereby consents:
1. To take all such action as shall be necessary or appropriate to call (BUT
NOT TO VOTE AT) and/or to request the Secretary of Joslyn to call, a special
meeting of the shareholders of Joslyn (the "Special Meeting") for the
following purposes:
A. To consider and vote upon a proposal to remove all of the incumbent
Directors of Joslyn, to amend the By-Laws of Joslyn to
fix the number of directors of Joslyn at three and to elect new directors
to fill the vacancies resulting from such removal.
B. To consider and vote upon any other matter that properly comes before
the Special Meeting and any adjournment thereof.
2. To take action to effect the fixing of the date, time and place of the
Special Meeting and any adjournment thereof.
3. To request the Board of Directors of Joslyn to fix the record date for the
determination of the shareholders of Joslyn, who are entitled to receive
notice of and to vote at the Special Meeting and any adjournment thereof.
4. To take action to effect the giving of notice of the Special Meeting and any
adjournment thereof to Joslyn shareholders entitled thereto.
5. To exercise any and all of the other rights of each of the undersigned and
take such other actions as the Designated Agents may deem necessary or
appropriate in connection with, (i) calling or requesting the Secretary of
Joslyn to call the Special Meeting, (ii) causing notice of the Special
Meeting and any adjournment thereof to be given to Joslyn shareholders,
(iii) causing a record date to be
<PAGE>
fixed for the determination of Joslyn shareholders entitled to notice of and
to vote at the Special Meeting and at any adjournment thereof, and (iv)
causing the purposes of the authority expressly granted hereinabove to the
Designated Agents to be carried into effect; provided, however, that NOTHING
CONTAINED IN THIS INSTRUMENT SHALL BE CONSTRUED TO GRANT TO THE DESIGNATED
AGENTS THE RIGHT, POWER OR AUTHORITY TO VOTE ANY SHARES OWNED BY THE
UNDERSIGNED AT THE SPECIAL MEETING.
Dated: , 1995
---------------
---------------------------
(Signature)
---------------------------
(Signature, if
jointly held)
Title:
---------------------
Please sign exactly as name appears
hereon. When Shares are held by joint
tenants, both should sign. When
signing as an attorney, executor,
administrator, trustee or guardian,
give full title as such. If a
corporation, sign in full corporate
name by President or other authorized
officer. If a partnership, sign in
partnership name by authorized person.
PLEASE SIGN, DATE AND MAIL PROMPTLY IN THE ENCLOSED ENVELOPE.
