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 20, 1995
Joslyn Corporation
(Exact name of registrant as specified in charter)
Illinois 0-1252 36-3560095
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) No.)
30 South Wacker Drive, Chicago, Illinois 60606
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 454-2900
Not applicable
(Former name or former address, if changed since last report)
EXHIBIT INDEX ON PAGE 4
Page 1 of 5
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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 20, 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.
Item 7. Financial Statements and Exhibits.
(c) 99.1 Press Release dated July 20, 1995
2
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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 thereunto duly authorized.
JOSLYN CORPORATION
/s/ Lawrence G. Wolski
_______________________
Lawrence G. Wolski
Acting Chief Executive Officer
Dated: July 20, 1995
3
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
99.1 Press Release dated July 20, 1995.
4
Exhibit 99.1
JOSLYN CORPORATION BOARD REJECTS DANAHER ACQUISITION PROPOSAL
CHICAGO, ILLINOIS, JULY 20, 1995 -- Joslyn Corporation (NASDAQ: JOSL)
announced today that its Board of Directors has rejected an acquisition
proposal from Danaher Corporation.
In a letter to Danaher President George Sherman, Joslyn Board Chairman
William E. Bendix and Chief Executive Officer Lawrence G. Wolski said the
Joslyn Board has concluded that entering into merger discussions with
Danaher or providing it with confidential information is not in the best
interest of Joslyn stockholders.
The full text of the letter to Mr. Sherman is as follows:
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
interest 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,
/s/William E. Bendix
/s/Lawrence G. Wolski
cc: Board of Directors of Joslyn Corporation
