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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 24, 1995
JOSLYN CORPORATION
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(Exact name of Registrant as specified in its charter)
Illinois 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 24, 1995, Danaher Corporation ("Danaher") and TK Acquisition
Corporation ("TK") filed a complaint in the United States District Court for the
Northern District of Illinois Eastern Division seeking to enjoin (i) the
application of certain provisions of the Rights Agreement dated as of February
10, 1988, as amended, between the Corporation and The First National Bank of
Chicago (the "Rights Agreement"), (ii) the application of certain provisions of
the Illinois Business Corporation Act with respect to a proposal by TK to
acquire all of the outstanding common stock of the Corporation (the "Tender
Offer"), and (iii) the Corporation's commencement of certain other actions which
could impede the Tender Offer. DANAHER CORPORATION AND TK ACQUISITION
CORPORATION V. JOSLYN CORPORATION ET AL., Civil Action No. 95 C 4245. As
provided in the confidentiality agreement dated July 28, 1995, between the
Corporation and Danaher attached hereto as Exhibit 99.2 (the "Confidentiality
Agreement"), the litigants have agreed to stay temporarily all proceedings in
such litigation.
On July 24, 1995, Kenneth Steiner, an alleged owner of common stock
of the Corporation, commenced a putative class action in the County Department
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an alleged wrongful refusal by the Corporation and its Board of Directors to
consider the Tender Offer. STEINER V. JOSLYN CORPORATION, ET AL. , Civil Action
No. 95 CH 06933.
On July 26, 1995, the Board of Directors of the Corporation
resolved to delay the distribution of separate certificates for Rights to
Purchase Common Stock of the Corporation granted pursuant to the Rights
Agreement until August 17, 1995, or such earlier or later time (prior to the
occurence of the Distribution Date (as defined in the Rights Agreement)) as the
Board of Directors of the Corporation shall designate.
On July 26, 1995, the Board of Directors of the Corporation
resolved to direct senior management and advisors to meet with Danaher
representatives "in order that the Board can have before it full information
before stating its position" on the Tender Offer. The related press release
dated July 27, 1995, attached hereto as Exhibit 99.1, is hereby incorporated
herein by reference. The related Confidentiality Agreement attached hereto as
Exhibit 99.2, is hereby 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 27, 1995.
99.2 Confidentiality Agreement dated July 28, 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 31, 1995 By: /s/ L.G. Wolski
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L.G. Wolski
Chief Executive Officer
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EXHIBIT INDEX
No. Exhibit
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99.1 Press Release dated July 27, 1995.
99.2 Confidentiality Agreement dated July 28, 1995.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Contact: William J. Rotenberry
Director of Corporate Development
312-454-2921
JOSLYN CORPORATION OFFERS TO MEET WITH
DANAHER REPRESENTATIVES
CHICAGO, July 27, 1995 - Joslyn Corporation (NASDAQ:JOSL) announced today
that its Board of Directors has offered to have Joslyn representatives meet with
representatives of Danaher Corporation.
In a letter to Danaher President George M. Sherman, Joslyn Board Chairman
William E. Bendix and CEO L.G. Wolski said the Joslyn Board is seeking further
information prior to taking a position on Danaher's $32 per share cash tender
offer. By August 4, 1995, the Board will make the kind of response to Danaher's
offer which is required by Rule 14e-2 under the Securities Exchange Act of 1934.
The full text of the letter to Sherman is as follows:
July 27, 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 you know, because Danaher Corporation has now launched a tender offer,
our Board of Directors will shortly be compelled to state a position on the
transaction. In order that the Board can have before it full information before
stating its position, they have asked us and our advisors, among other things,
to meet with you and your advisors. In order to have a meaningful discussion
with you, we would be prepared to provide you with certain, highly-focused,
non-public information, subject to an appropriate confidentiality agreement.
Our investment bankers are contacting yours to arrange such a meeting.
Sincerely,
/s/ William E. Bendix
/s/ L.G. Wolski
cc: Board of Directors of Joslyn Corporation
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EXHIBIT 99.2
July 28, 1995
Danaher Corporation
1250, 24th Street, N.W.
Suite 800
Washington, D.C. 20037
Attention: Mr. George M. Sherman
Gentlemen:
You have requested information regarding Joslyn Corporation (the
"Company") for the purposes of evaluating a possible negotiated acquisition by
you of the Company. In your July 7, 1995 letter you stated "we would like to
conduct a brief, highly-focused due diligence investigation in order to explore
whether a higher [than $32 per share] price could be justified." It is
understood and agreed that this agreement creates no obligation to enter into
any Transaction or any agreement relating to a Transaction. To induce the
Company to furnish information to you, you hereby agree as follows:
1. As used herein:
"Act" means the Securities Exchange Act of 1934, as amended.
"Affiliate" means any Person that (i) directly or indirectly
controls you, (ii) directly or indirectly is controlled by you or (iii) is
under direct or indirect common control with you;
"Information" means information regarding the Company or any of its
subsidiaries or their respective assets or businesses which is furnished
to you, directly or indirectly, by the Company or its representatives;
"Person" shall have the meaning contained Section 3(a)(9) of the
Act; and
"Restricted Period" means the six-month period commencing on the
date hereof.
"Third Party Acquisition Proposal" shall mean a proposal or offer
relating to any merger, acquisition, consolidation or similar transaction
involving, or any purchase of all or substantially all of the assets or
more than 50% of the common stock of, the Company.
2. Except as provided in paragraphs 7 and 8, all Information will
be kept confidential by you, except that you may
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disclose or make available Information (i) to your directors, officers and
employees and to representatives of your advisors and lenders and their advisors
for the exclusive purpose of assisting you in the evaluation of a possible
Transaction, all of whom shall be specifically informed by you or your
representatives of the confidential character of such Information and that by
receiving such information they are agreeing to be bound by the terms of this
agreement relating to the confidential treatment of such Information, (ii) in a
tender offer statement on Schedule 14D-1, or in any amendment thereto, relating
to a tender offer to purchase common stock of the Company (and any stock
purchase rights) (a "Tender Offer"), including in the related offer to purchase,
and in proxy materials relating to matters incidental to the Tender Offer or a
subsequent merger, if and to the extent that you, upon advice of your counsel,
are required to make such disclosure pursuant to the Act or the rules
thereunder, or (iii) as otherwise required, upon advice of your counsel, by
applicable United States law. You will not use, or permit any of your
representatives to use, any of the Information for any purpose other than the
evaluation of a possible Transaction, and, except as may be required by law, you
will not make any Information available to any Person for any other purpose
whatsoever.
3. You hereby acknowledge that you are aware (and that prior to the
disclosure of any Information to any Person pursuant to paragraph 2 such Person
will be advised) that the United States securities laws prohibit any Person who
has material non-public information about a company from purchasing or selling
securities of such company or from communicating such information to any other
Person under circumstances in which it is reasonably foreseeable that such
Person is likely to purchase or sell such securities.
4. Except as provided in paragraph 5 hereof, unless specifically
requested in writing in advance by the Company's Board of Directors, you will
not at any time during the Restricted Period (and you will not at any time
during the Restricted Period assist or encourage others to):
(a) acquire or agree, offer, seek or propose to acquire (or
directly or indirectly request permission to do so), directly or
indirectly, alone or in concert with any other Person, by purchase
or otherwise, any ownership, including, but not limited to,
beneficial ownership as defined in Rule 13d-3 under the Act, of any
of the businesses, securities of the Company or any subsidiary
thereof, or any rights or options to acquire such ownership
(including from any third party), or any material portion of the
assets of the Company and its subsidiaries, taken as a whole;
(b) solicit proxies (as such terms are defined in Rule 14a-1 under
the Act), whether or not such solicitation is exempt under Rule
14a-2 under the Act,
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with respect to any matter from holders of any shares of common
stock of the Company ("Stock") or any securities convertible into or
exchangeable for or exercisable (whether currently or upon the
occurrence of any contingency) for the purchase of Stock (the Stock
and such other securities being hereinafter collectively called the
"Voting Securities");
(c) initiate, or induce or attempt to induce any other Person,
entity or group (as defined in Section 13(d)(3) of the Act) to
initiate, any stockholder proposal or tender offer for any
securities of the Company or any subsidiary thereof, any change of
control of the Company or any subsidiary thereof or the convening of
a stockholders' meeting of the Company or any subsidiary thereof;
(d) otherwise seek or propose (or request permission to propose) to
influence or control the management or policies of the Company or
any subsidiary thereof;
(e) enter into any discussions, negotiations, arrangements or
understandings with any other Person with respect to any matter
described in the foregoing subparagraphs (a) through (d);
(f) request the Company (or its directors, officers, employees or
agents), directly or indirectly, to amend or waive any provision of
this paragraph 4;
(g) take any action inconsistent with any of the foregoing
subparagraphs (a) through (f); or
(h) take any action with respect to any of the matters described in
this paragraph 4 that requires public disclosure.
5. (a) Notwithstanding the restrictions of paragraph 4, you (i) may
engage in discussions and negotiations with the Company in respect of a
Transaction and (ii) may pursue your current $32 per share cash tender offer and
take any and all actions (including without any limitation any communications to
shareholders, proxy solicitations, calling of stockholder meetings, and
litigation, and any actions related to the financing of an Offer or follow-on
merger) in support of any such offer (or any other offer); provided, however,
that it is agreed that during the pendency of your review of Information and any
related discussions and negotiations in respect of a Transaction, (i) all
proceedings in the litigation captioned "Danaher Corporation, et al. v. Joslyn
Corporation, et al.," (Case No. 95 C 4245) pending in U.S. District Court for
the Northern District of Illinois shall be stayed and no new litigation shall be
commenced by either party and (ii) all efforts by you to seek a special meeting
of the Company's shareholders and to solicit proxies or written consents shall
be stayed. For purposes of the
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proviso in the preceding sentence, the termination of your review of Information
and of any related discussions and negotiations in respect of a Transaction
shall be deemed to be effective 24 hours after either the Company or you shall
have given written notice (which may be by telecopy) to such effect to the
other.
(b) The restrictions of paragraph 4 shall terminate in the
event the Company's Board of Directors shall approve or recommend, or resolve to
approve or recommend, any Third Party Acquisition Proposal, or if there is a
Third Party Acquisition Proposal that is a Tender Offer and the Company's Board
of Directors, within 10 days following commencement of the Tender Offer, shall
not have recommended to shareholders that they reject the Tender Offer.
6. Each of the Company and you may disclose, to the extent required
by applicable law, the fact that you are engaged in discussions with the Company
regarding a Transaction, the fact that the Information has been made available
to you and any other aspect of this agreement.
7. In the event that you are requested in any proceeding to
disclose any Information received by you, you will give us prompt notice of such
request so that we may seek an appropriate protective order. If in the absence
of a protective order you are nonetheless compelled to disclose any such
Information or matter, you may disclose such Information or matter without
liability hereunder, provided that you give us written notice of the Information
or matter to be disclosed as far in advance of its disclosure as is practicable
and use your best efforts to obtain assurances that confidential treatment will
be accorded to such Information or matter.
8. The restrictions with respect to Information set forth in
paragraph 2 shall not apply to any Information furnished to you by the Company
or its representatives which (i) is on the date hereof or hereafter becomes
generally available to the public other than as a result of a disclosure,
directly or indirectly, by you or your representatives or (ii) was available to
you on a nonconfidential basis prior to its disclosure to you by the Company or
its representatives or becomes available to you on a nonconfidential basis, in
each case from a source other than the Company or its representatives, which
source was not itself known to you to be bound by a confidentiality agreement
with the Company or its representatives and had not received such information,
directly or indirectly, from a Person known to you to be so bound.
9. Except as may result from a definitive agreement between the
parties hereto with respect to a Transaction, the Company does not make any
representation or warranty as to the accuracy or completeness of the Information
provided to you, and neither the Company nor any of its representatives shall
have any liability resulting from the use of the Information by you or any of
your representatives.
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10. Upon our request at any time, you will promptly redeliver to us
all copies of documents containing Information and will promptly destroy all
memoranda, notes and other writings prepared by you or by any Person referred to
in paragraph 2 based on such Information.
11. During the two-year period following the date hereof, you will
not (and will not assist or encourage others to) solicit the services, as
employee, consultant or otherwise, of any employee of the Company; provided,
that nothing in this agreement shall be deemed to prohibit general solicitations
of employment of persons in your ordinary course of business not directed
specifically toward employees of the Company.
12. In the event that, during the term of this agreement, the
Company shall enter into any similar confidentiality agreement or standstill
agreement with a third party, or shall modify the terms of any existing such
agreement, and such agreement as entered into or modified shall contain
provisions which are less restrictive than the provisions of this agreement,
then this agreement shall be amended automatically, without any further action
by the parties hereto, to reflect such less restrictive terms.
13. You shall cause each of your Affiliates to comply with the
terms of paragraphs 2, 3, 4, 5, 6, 7, 8, 10 and 11 (construing such paragraphs
for such purposes to refer also to such Affiliates in each instance where there
is a reference to you).
14. You acknowledge that irreparable damage would occur to the
Company in the event any of the provisions of this agreement were not performed
in accordance with their specific terms or were otherwise breached.
Accordingly, the Company shall be entitled to an injunction or injunctions to
prevent breaches of the provisions of this agreement and to enforce specifically
the terms and provisions hereof in any court of competent jurisdiction in the
United States of America or any state thereof, in addition to any other remedy
to which the Company may be entitled at law or in equity.
15. If any term or provision of this agreement or any application
hereof shall be invalid or unenforceable, the remainder of this agreement and
any other application of such term or provision shall not be affected thereby.
16. This agreement may be executed in any number of counterparts,
each of which when so executed and delivered shall be an original, but such
counterparts shall constitute one and the same instrument.
17. This agreement contains the entire understanding of the parties
hereto with respect to the matters covered hereby and may be amended only by an
agreement in writing executed by the Company and you.
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18. This agreement shall be binding upon, inure to the benefit of
and be enforceable by our respective successors and assigns.
19. This agreement shall be governed by and construed in accordance
with the internal laws (as opposed to conflict of law provisions) of the State
of Illinois.
20. This agreement shall terminate on July 31, 1997.
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If the foregoing correctly sets forth our agreement as to the
matters set forth herein, please confirm our agreement by executing and
returning a copy of this agreement to the undersigned.
Very truly yours,
JOSLYN CORPORATION
By: /s/ L.G. Wolski
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L.G. Wolski
Chief Executive Officer
The foregoing terms are agreed to:
DANAHER CORPORATION
By: /s/ C.S. Brannan
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C.S. Brannan
Vice President
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