JOSLYN CORP /IL/
SC 14D1/A, 1995-07-28
ELECTRICAL INDUSTRIAL APPARATUS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
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                                 SCHEDULE 14D-1
                             TENDER OFFER STATEMENT
      PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
                                
                             (AMENDMENT NO. 2)     
                                      AND
            SCHEDULE 13-D UNDER THE SECURITIES EXCHANGE ACT OF 1934
                                
                             (AMENDMENT NO. 4)     
 
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                               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. 2. Capitalized terms
used herein without definition have the meanings assigned to them in the
Schedule 14D-1.     
   
Item 10.   Additional Information     
   
Item 10 is hereby amended and supplemented by adding thereto the following:
    
          
(f)   On July 27, 1995, George M. Sherman, President and Chief Executive
      Officer of Parent, received the following letter from William E. Bendix,
      currently Chairman of the Board of Directors of the Company.     
                                      
                                   July 27, 1995     
         
      Mr. George M. Sherman
      President and Chief Executive Officer
      Danaher Corporation
      1250, 24th Street, N.W. - Suite 300
      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,     
                                      
                                   William E. Bendix     
                                      
                                   L.G. Wolski     
         
      cc: Board of Directors of Joslyn Corporation     
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                                   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 28, 1995     
 
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