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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 10, 1995
JOSLYN CORPORATION
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(Exact name of Registrant as specified in its charter)
Illinios 0-1252 36-3560095
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
30 South Wacker Drive, Chicago, Illinois 60606
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(312) 454-2900
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On July 7, 1995, the Registrant received an unsolicited proposal by
Danaher Corporation to acquire all of the common stock of the Registrant, other
than shares held by Danaher Corporation, for $32 per share. On July 10, 1995,
the Registrant issued a press release relating to its response to such proposal,
a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
99.1 Press Release dated July 10, 1995.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
JOSLYN CORPORATION
Date: July 12, 1995 By: /s/ L.G. Wolski
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L.G. Wolski
Executive Vice President
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EXHIBIT INDEX
No. Exhibit
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99.1 Press Release dated July 10, 1995.
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EXHIBIT 99.1
BOARD OF JOSLYN TO STUDY DANAHER CORP. ACQUISITION PROPOSAL
CHICAGO, July 10 - Joslyn Corp. (OTC:JOSL) announced that Danaher Corp.'s
recent acquisition proposal has been referred to its board for consideration in
due course. A letter was delivered to the president of Danaher Corp. on July
10, 1995. The text of the letter follows:
July 10, 1995
George M. Sherman
President and Chief Executive Officer
Danaher Corporation
1250 24th Street NW - 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 preempt 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-along 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
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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,
/s/William E. Bendix
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/s/L.G. Wolski
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cc: Board of Directors of Joslyn Corporation
Media Contact: William Rotenberry, director of corporate
development, 312-454-2921, Joslyn.
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