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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 1
to
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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JOSLYN CORPORATION
(Name of Subject Company)
JOSLYN CORPORATION
(Name of Person(s) Filing Statement)
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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. 1 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
Securities and Exchange Commission (the "Commission") on August 4, 1995, (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:
(d) On August 14, 1995, the Corporation issued the
press release attached hereto as Exhibit 12 announcing (i) its
continued rejection of the Offer and (ii) its intention to send a
letter to Corporation shareholders advising such shareholders not to
tender their shares to Danaher and the Bidder and urging shareholders
who have tendered their shares to withdraw such tender before August
18, 1995.
ITEM 9. MATERIALS TO BE FILED AS EXHIBITS
Exhibit 12 Press Release dated August 14, 1995
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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 14, 1995
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION OF EXHIBIT
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Exhibit 12 Press release dated August
14, 1995
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EXHIBIT 12
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EXHIBIT 12
FOR IMMEDIATE RELEASE
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Contact: William J. Rotenberry
Director of Corporate Development
312-454-2921
JOSLYN CORPORATION URGES SHAREHOLDERS
NOT TO TENDER SHARES TO DANAHER CORPORATION
CHICAGO, August 14, 1995 - Joslyn Corporation (NASDAQ:JOSL) announced today that
its Board of Directors has reaffirmed its rejection of Danaher Corporation's
offer to acquire Joslyn Corporation at a price of $32 per share. At its meeting
held on August 12, the Board advised Joslyn shareholders not to tender their
shares to Danaher Corporation and urged shareholders who have tendered their
shares to withdraw them before August 18, 1995, the scheduled expiration date of
Danaher's tender offer.
The full text of the letter to Joslyn shareholders is as follows:
August 14, 1995
To Our Shareholders:
Your Board and management have been working diligently on your behalf.
We are writing to ask you to help us help you.
As we approach the scheduled expiration date of Danaher Corporation's
$32 per share cash tender offer, we again urge you to reject Danaher's Offer and
NOT TENDER YOUR SHARES. Since our last letter to you, Danaher has continued its
due diligence investigation. On August 11, 1995, notwithstanding Danaher's prior
commitment to a "brief, highly focused" investigation, Danaher once again
informed us that they would need additional time before telling us whether
Danaher will increase its Offer. We believe Danaher has already seen everything
necessary to satisfy any reasonable due diligence needs and to know that Joslyn
is worth more than $32 per share to Danaher.
On August 12, 1995, the Joslyn Board met again and reconfirmed its
recommendation that you reject the existing Offer for the following reasons:
- Joslyn's business is benefiting from our new strategy and
management and is producing strong operating and financial
results. Your Board is exploring all avenues for maximizing
shareholder
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value, including possible restructuring transactions and
transactions with others.
- Joslyn is continuing to enter into confidentiality agreements and
provide information to other parties potentially interested in a
business combination.
- There are reasons for optimism that Danaher will propose an
increased Offer price. Among other things--
- Danaher itself has stated that its purpose in conducting a
due diligence investigation is to determine if a higher
price can be justified.
- Our analysis indicates that an acquisition by Danaher at a
price significantly higher than $32 would continue to be
earnings-enhancing for them.
Although the Board cannot predict how all this will sort out, one
thing seems clear: you have nothing to gain by tendering into Danaher's Offer
prior to its scheduled expiration on Friday, August 18, 1995. Danaher has
indicated that it will not be able to buy any shares until certain conditions to
the Offer, including those requiring action by the Board, have been satisfied.
Those conditions will not be satisfied by that date. ACCORDINGLY, WE URGE YOU
NOT TO TENDER. AND, IF YOU HAVE ALREADY TENDERED, WE URGE YOU TO WITHDRAW YOUR
SHARES BEFORE AUGUST 18.
Again, help us help you. By not tendering, you will send a message to
Danaher that you demand full value for your shares.
Sincerely,
William E. Bendix
L.G. Wolski
Joslyn Corporation, founded in 1902, provides electric power quality,
protection, switch, control and distribution support products to the electric
utility, telecommunications and industrial markets. It has approximately 2,100
employees and operates facilities in the United States and Canada.
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