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______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________
AMENDMENT NO. 2
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
______________
JOSLYN CORPORATION
(NAME OF SUBJECT COMPANY)
JOSLYN CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
_____________
COMMON STOCK, PAR VALUE $1.25 PER SHARE
(INCLUDING ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
(TITLE OF CLASS OF SECURITIES)
48107010
(CUSIP NUMBER OF CLASS OF SECURITIES)
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WAYNE M. KOPROWSKI, ESQ.
JOSLYN CORPORATION
30 SOUTH WACKER DRIVE
CHICAGO, IL 60606
TELEPHONE: (312) 454-2918
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS
ON BEHALF OF THE PERSON FILING STATEMENT)
COPY TO:
THOMAS A. COLE, ESQ.
SIDLEY & AUSTIN
2 SOUTH DEARBORN STREET
CHICAGO, IL 60603
TELEPHONE: (312) 853-7473
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This Amendment No. 2 amends and supplements the Solicitation/
Recommendation Statement on Schedule 14D-9 filed with the Securities and
Exchange Commission (the "Commission") on August 4, 1995 (as amended, the
"Schedule 14D-9"), by Joslyn Corporation, an Illinois corporation (the
"Corporation"), relating to the tender offer commenced by TK Acquisition
Corporation, a Delaware corporation (the "Bidder") and an indirect wholly owned
subsidiary of Danaher Corporation, a Delaware corporation ("Danaher"), to
purchase all of the outstanding shares of the Common Stock, par value $1.25 per
share (the "Common Shares"), of the Corporation and the associated Common Stock
Purchase Rights (the "Rights") at a price per share of $32, net to the seller in
cash without interest thereon, upon the terms and subject to the conditions set
forth in the Bidder's Offer to Purchase dated July 24, 1995, and in the related
Letter of Transmittal (which together constitute the "Offer"). Unless otherwise
indicated, all capitalized terms used but not defined herein shall have the
meanings assigned to them in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented as
follows:
(e) On August 16, 1995, the Board took action by unanimous written
consent to futher delay the date of the distribution of separate
certificates for Rights granted pursuant to the Rights Agreement (the
"Distribution Date") until September 15, 1995, or such earlier or later
time (prior to the occurence of the Distribution Date) as the Board shall
designate.
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SIGNATURE
After reasonable 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.
JOSLYN CORPORATION
By /s/ Wayne M. Koprowski
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Vice President, General
Counsel and Secretary
Dated: August 16, 1995
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