______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
___
: X : QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
:___: EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995
OR
___
: : TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
:___: EXCHANGE ACT OF 1934
For the transition period from __________________ to ___________________
Commission file number 0-1252
__________________________________________________
JOSLYN CORPORATION
______________________________________________________________________________
(Exact name of Registrant as specified in its charter)
Illinois 36-3560095
_______________________________________ _____________________________________
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
30 South Wacker Drive -
Chicago, Illinois 60606
_______________________________________ _____________________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 454-2900
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
X
YES _____ NO _____
Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of June 30, 1995.
$1.25 Par Value Common Stock 7,165,000 Shares
______________________________________________________________________________
Page 1 of 15
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
CONDENSED FINANCIAL STATEMENTS
The condensed consolidated financial statements included herein have been
prepared by the Company, without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission. Although certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed
or omitted pursuant to such rules and regulations, the Company believes that
the disclosures are adequate to make the information presented not misleading.
It is suggested that these condensed consolidated financial statements be read
in conjunction with the financial statements and the notes thereto included in
the latest Annual Report on Form 10-K of the Company for the year ended
December 31, 1994.
The condensed consolidated financial statements included herein reflect all
adjustments, consisting only of normal recurring adjustments which, in the
opinion of management, are necessary to present a fair statement of the
results for the interim periods.
The results of operations for such interim periods are not necessarily
indicative of the results for the full year.
Page 2
<PAGE>
JOSLYN CORPORATION
BALANCE SHEET
JUNE 30, 1995 AND DECEMBER 31, 1994
(Dollar Amounts in Thousands)
<TABLE>
<CAPTION>
=========================================================================================================
JUNE DECEMBER JUNE DECEMBER
1995 1994 LIABILITIES AND SHARE- 1995 1994
ASSETS (Note 1) HOLDERS' EQUITY (Note 1)
- ---------------------------------------------------------------------------------------------------------
<C> <S> <S> <S> <S> <S>
Current Assets: Current Liabilities:
Accounts Payable $ 10,282 $ 10,674
Cash and Cash Equivalents $ 16,953 $ 39,775 Accrued Liabilities 30,742 30,548
---------- ---------- Income Taxes 1,191 2,444
Receivables, Less Allowance ---------- ----------
for Doubtful Accounts $ 34,948 $ 28,482 Total Current Liabilities $ 42,215 $ 43,666
---------- ----------
Inventories: Postretirement Medical
Finished Goods $ 8,290 $ 7,703 Liability 14,999 14,712
Work-In-Process 17,650 13,893 Environmental Accrual 37,500 38,500
Raw Materials 15,267 13,968 ---------- ----------
---------- ---------- Total Liabilities $ 94,714 $ 96,878
Total Inventories $ 41,207 $ 35,564 ---------- ----------
---------- ----------
Deferred Tax and Other Shareholders' Equity:
Current Assets $ 14,200 $ 15,804 Common Stock $1.25 Par Value;
---------- ---------- Authorized 20,000,000 shares
Total Current Assets $ 107,308 $ 119,625 Issued 7,165,000 shares in
---------- ---------- 1995 and 7,154,000
Net Deferred Tax, Goodwill in 1994. $ 8,957 $ 8,943
and Other Assets $ 33,693 $ 19,924
---------- ---------- Retained Earnings 75,960 72,321
Plant and Equipment, at Cost $ 84,965 $ 83,084
Less Accumulated Depreciation (46,923) (45,129) Equity Adjustments (588) (638)
---------- ---------- ------- -------
Net Plant and Equipment $ 38,042 $ 37,955 Total Shareholders' Equity $ 84,329 $ 80,626
---------- ---------- ---------- ----------
Total Liabilities and
Total Assets $ 179,043 $ 177,504 Shareholders' Equity $ 179,043 $ 177,504
=========================================================================================================
</TABLE>
Page 3
<PAGE>
JOSLYN CORPORATION
CONDENSED INCOME STATEMENT
FOR THE QUARTER AND SIX MONTHS ENDED JUNE 30, 1995 AND 1994
(Dollar Amounts in Thousands Except Per Share Amounts)
Quarter Ended Six Months Ended
June 30, June 30,
------------------- ----------------
1995 1994 1995 1994
<TABLE>
<CAPTION>
- ------------------------------------------------ --------- ---------------------
Net Sales $ 57,546 $ 54,472 $114,069 $108,391
- ------------------------------------------------ --------- ---------------------
<C> <S> <S> <S> <S>
Cost of Goods Sold $ 42,391 $ 39,996 $ 84,751 $ 79,147
Selling and General Expenses 9,203 9,198 18,319 18,190
Other Expense, Net 97 544 191 854
Investment Income (715) (322) (1,106) (702)
- ------------------------------------------------ --------- ---------------------
Income before Income Taxes $ 6,570 $ 5,056 $ 11,914 $ 10,902
Income Taxes 2,350 1,700 4,200 3,800
- ------------------------------------------------ --------- ---------------------
Net Income $ 4,220 $ 3,356 $ 7,714 $ 7,102
=========================================================== =====================
Per Share of Common Stock:
Net Income $ .59 $ .47 $ 1.08 $ 1.00
- ------------------------------------------------ --------- ---------------------
Dividends $ .30 $ .30 $ .60 $ .60
=========================================================== =====================
Average Number of Shares Outstanding 7,165,000 7,112,000 7,162,000 7,109,000
=========================================================== =====================
</TABLE>
Page 4
<PAGE>
JOSLYN CORPORATION
CONDENSED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1994
(Dollar Amounts in Thousands)
1995 1994
--------- ---------
Cash Flows from Operating Activities:
Net Income from Operations $ 7,714 $ 7,102
Adjustments to Reconcile Net Income to Net
Cash Flows from Operating Activities:
Depreciation and Amortization 2,536 2,674
Deferred Income Taxes (824) 39
Change in Assets and Liabilities:
(Increase) in Receivables (3,867) (5,729)
(Increase) Decrease in Inventories (2,068) 916
(Decrease) in Accounts Payable (1,253) (3,113)
(Decrease) in Current and Long-term
Environmental Accruals (1,523) (917)
Other, Net 659 (2,059)
--------- ---------
Net Cash Flows from Operating Activities $ 1,374 $ (1,087)
--------- ---------
Cash Flows from Investing Activities:
Capital Expenditures $ (2,543) $ (1,621)
Acquisition of Businesses (18,360) (2,500)
Other, Net 768 369
--------- ---------
Net Cash Flows from Investing Activities $(20,135) $ (3,752)
--------- ---------
Cash Flows from Financing Activities:
Dividends Paid $ (4,300) $ (4,266)
Other, Net 239 266
--------- ---------
Net Cash Flows from Financing Activities $ (4,061) $ (4,000)
--------- ---------
Net (Decrease) in Cash and Cash Equivalents $(22,822) $ (8,839)
========= =========
Supplemental Disclosures:
Income Taxes Paid $ 2,940 4,249
Interest Paid 56 77
========= ========
Page 5
<PAGE>
JOSLYN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1:
On June 28, 1995 Joslyn Corporation acquired all of the issued and
outstanding common shares of Cyberex, Inc., a closely held corporation.
The total purchase price of $22 million was paid from Joslyn's available
cash on hand. Included in the assets purchased from Cyberex was $3.6
million of cash, which resulted in a net cash expenditure of $18.4
million. Cyberex had sales of almost $16 million for the latest fiscal
year. Cyberex is a recognized leading manufacturer of uninterruptable
power systems and static transfer switches.
The acquisition has been accounted for using the purchase method and the
Cyberex net assets have been included in the June 30, 1995 Balance Sheet.
The Condensed Income Statement for June 30, 1995 does not include
Cyberex's results of operations. The excess of cost over the net tangible
assets acquired is initially estimated to be approximately $13.3 million
and is recorded as goodwill, which is being amortized over 40 years on a
straight-line basis. The purchase accounting adjustments are not complete.
The unaudited pro forma amounts presented in the following table show the
results for the quarter and six months ended June 30, 1995 and 1994,
assuming Joslyn's acquisition of Cyberex occurred at the beginning of the
periods presented. Permitted pro forma adjustments include only the
effects of events directly attributable to a tranaction expected to have a
continuing impact. These pro forma results do not purport to be indicative
of what would have occurred had the acquisition actually been consummated
on the assumed dates or of results that may occur for any subsequent
period.
Quarter Ended Six Months Ended
June 30, June 30,
----------------- -----------------
1995 1994 1995 1994
------- ------- -------- --------
Revenues $61,482 $57,623 $121,121 $114,231
Net Income 4,314 3,343 7,855 7,201
Net Income Per Share 0.60 0.47 1.10 1.01
The pro forma adjustments are for amortization of an initial estimate for
goodwill and for investment income that would not have been earned by
Joslyn had the cash been dispursed at the beginning of the periods
presented. Pro forma adjustments were also made to restate Cyberex's
earnings for certain non-recurring expenses recorded due to the
acquisition which were for the termination of Cyberex stock options and to
conform Cyberex's accounting policies to Joslyn's accounting policies.
Note 2:
On July 21, 1995, Joslyn Corporation signed a definitive agreement to
sell all the shares of ADK Pressure Equipment Corporation (ADK) for
approximately net book value. Joslyn does not expect to realize a loss as
a result of this transaction and may realize certain tax benefits not
previously recorded. The divestiture should ultimately have a positive
cash flow impact of over $3 million.
Note 3:
On July 24, 1995, Danaher Corporation commenced a cash tender offer for
all the outstanding shares of common stock of Joslyn Corporation at a
price of $32 per share.
Page 6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
- -----------------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- -----------------------------------------------
As of June 30, 1995, the working capital ratio for the corporation was
strong at 2.54 to 1 compared to 2.74 to 1 at December 31, 1994. The
decrease from December 31st was due to the acquisition of Cyberex, Inc.
All of the issued and outstanding common shares of Cyberex were
acquired by Joslyn on June 28, 1995 and their accounts are included in
the Balance Sheet and Condensed Statement of Cash Flows for the Six
Months Ended June 30, 1995. The total purchase price of $22 million
was paid from Joslyn's available cash. Included in the assets
purchased from Cyberex, were $3.6 million of cash which made the net
cash expenditure $18.4 million. The acquisition has been accounted for
using the purchase method and affects the comparability of each
balance sheet line including an initial estimate of approximately
$13.3 million of goodwill arising from the acquisition. The goodwill
will be amortized over 40 years commencing in the third quarter of
1995. After the acquisition Joslyn still had almost $17 million of
cash and cash equivalents and no long-term debt. See Note 1 in the
Notes to Condensed Financial Statements for further discussion of
Cyberex and pro forma results.
Excluding the effects of the acquisition, the only significant changes
in the Balance Sheet since the prior year end were that Accounts
Receivable increased $3.9 million primarily because sales in June and
May of 1995 were greater than sales in December and November of 1994.
Also Deferred Tax and Other Current Assets were $2.3 million less due
to a shift in the timing and classification of income tax benefits.
The reasons for the decrease in cash are summarized in the Condensed
Statement of Cash Flows.
On July 21, 1995, Joslyn Corporation signed a definitive agreement to
sell all the shares of ADK Pressure Equipment Corporation (ADK) for
approximate net book value. Joslyn does not expect to realize a loss
as a result of this transaction and may realize certain tax benefits
not previously recorded. The divestiture should ultimately have a
positive cash flow impact of approximately $3 million.
On July 24, 1995, Danaher Corporation commenced a cash tender offer
for all the outstanding shares of common stock of Joslyn Corporation
at a price of $32 per share.
Page 7
<PAGE>
Results of Operations
_____________________
Consolidated sales and operating income by business segments for the
quarter ended June 30, 1995 and 1994 are as follows (000 omitted):
Quarter Ended
June 30, Increase
-------------------- ---------------
1995 1994 Dollars Percent
--------- --------- ------- ------
Net Sales
Electrical Switches and Controls $ 34,941 $ 33,425 $1,516 5 %
Utility Line Products 22,605 21,047 1,558 7
--------- --------- -------
Total $ 57,546 $ 54,472 $3,074 6
========= ========= =======
Operating Income
Electrical Switches and Controls $ 5,394 $ 5,137 $ 257 5
Utility Line Products 1,610 1,263 347 27
--------- --------- -------
Total $ 7,004 $ 6,400 $ 604 9
========= ========= =======
Net sales increased $3.1 million or 6% and operating income increased
$0.6 million or 9% over the second quarter of 1994.
The Electrical Switches and Controls segment net sales and operating
income both increased 5% for the second quarter of 1995 compared to
the corresponding quarter in 1994. There were strong performances
within this segment, especially from Joslyn Electronic Systems, Joslyn
Clark Controls and Joslyn Hi-Voltage resulting in part from some
increased domestic and international sales and good general economic
conditions. These improvements and others were partially offset by 1) a
lower operating performance at Joslyn Power Products due primarily to
lower foreign sales and decrease in demand by domestic customers and
2) a signifcant decrease in sales at ADK Pressure Equipment
Corporation, a non-core business, that resulted in a loss and an
operating income reduction of about $300 thousand compared to earnings
in the second quarter of 1994. See the discussion of the sale of this
unit in the Financial Condition section above. Cyberex, Inc., a
leading manufacturer of uninterruptable power systems and static
transfer switches, was acquired by Joslyn on June 28, 1995, and will
be included in this business segment. There are no sales or earnings
of Cyberex included for the quarter or six months ended June 30, 1995.
The Utility Line Products business segment's net sales increased $1.6
million or 7% and operating income increased $347 thousand or 27% in
the second quarter of 1995 compared to the second quarter of 1994.
The improved performance is primarily due to improved production,
sales mix and sales of metal oxide products.
Gross Profit as a percent of Net Sales was almost flat as it decreased
Page 8
<PAGE>
to 26.3% in the second quarter of 1995 from 26.6% in the second
quarter of 1994.
Other Expense, Net was less in the second quarter of 1995 compared to
1994 due to gains on the sale of real estate and some lower net
miscellaneous charges in 1995.
Investment Income in the second quarter of 1995 improved primarily
due to gains from sales of certain marketable securities.
Consolidated sales and operating income by business segments for the
six months ended June 30, 1995 and 1994 are as follows (000 omitted):
Six Months Ended Increase
June 30, (Decrease)
-------------------- ---------------
1995 1994 Dollars Percent
--------- --------- ------- ------
Net Sales
Electrical Switches and Controls $ 69,303 $ 66,561 $2,742 4 %
Utility Line Products 44,766 41,830 2,936 7
--------- --------- -------
Total $114,069 $108,391 $5,678 5
========= ========= =======
Operating Income
Electrical Switches and Controls $ 10,062 $ 10,579 $ (517) (5)
Utility Line Products 3,013 2,705 308 11
--------- --------- -------
Total $ 13,075 $ 13,284 $ (209) (2)
========= ========= =======
The Electrical Switches and Controls segment net sales increased 4%
and operating income decreased 5% for the first six months of 1995
compared to the corresponding period in 1994. The sales and operating
income performance of the power quality controls busnesses, which
includes Joslyn Electronic Systems, Joslyn Clark Controls and Joslyn
Jennings, was strong for the first six months of 1995 compared to the
same period in 1994. The improved sales of these businesses and
others was partially offset by significantly lower sales by Joslyn
Power Products and ADK. The operating income reduction of Joslyn
Power Products and ADK (which had a loss) more than offset the
improvements of the other businesses in the segment, resulting in the
5% operating income reduction. The reduced sales and operating income
of Power Products relate primarily to lower domestic sales demand and
lower foreign sales. The operating loss at ADK for the first six
months of 1995 created a negative change of approximately $950
thousand compared to the 1994 operating income. As previously
mentioned, Joslyn Corporation signed a definitive agreement to sell
this business in July.
The Utility Line Products business segment's net sales increased 7% or
$2.9 million and operating income increased 11% or $308 thousand in
the first six months of 1995 compared to 1994. Sales increased
because of strong metal oxide distribution arrester sales and the
acquisition of a new product line at the end of the first quarter of
1994. The operating income increase reflects improved production and
Page 9
<PAGE>
sales volume of metal oxide products. These improvements more than
offset raw material price increases that reduced earnings at Hardware.
Year-to-date Other Expense, Net was less in 1995 compared to 1994 due
to gains on the sale of real estate and lower net miscellaneous
charges in 1995.
Investment Income for the first six months of 1995 improved over the
same period in 1994 primarily due to gains from sales of certain
marketable securities.
Page 10
<PAGE>
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
(1.) The Danaher Action
On July 24, 1994 Danaher Corporation ("Danaher") and TK Acquisition
Corporation, an indirect wholly owned subsidiary of Danaher
("TKAC"), filed a complaint in the United States District Court for
the Northern District of Illinois, Eastern Division, seeking to
enjoin the application of certain provisions of the Rights
Agreement, dated as of February 10, 1988 and amended as of
September 2, 1994, between the Corporation and The First National
Bank of Chicago, as Rights Agent (the "Rights Agreement"), and
certain provisions of Illinois law, Civil Action No. 95C 4245) (the
"Danaher Action"). The complaint names as defendants the
Corporation and the following directors of the Corporation: William
E. Bendix, Lawrence G. Wolski, James M. Reed, Lawrence A. Reed, John
H. Deininger and Richard C. Osborne. The relief sought includes,
among other things, (i) an injunction prohibiting application of the
continuing directors provisions of the Rights Agreement that require
the approval of the "Continuing Directors" (i.e., each director who
was such prior to the date of the Rights Agreement and each
subsequently elected director if such director is recommended or
approved by a majority of the "Continuing Directors", but excluding
an "Acquiring Person" or any affiliate, associate or representative
thereof) to redeem the Common Stock Purchase Rights (the "Rights")
issued pursuant to the Rights Agreement or to make the Rights
inapplicable to the tender offer (the "Offer") by TKAC to purchase
all of the outstanding shares of Common Stock and associated Rights
of the Corporation (together with the Rights, the "Common Shares"),
and TKAC's proposed merger between the Corporation and TKAC and (ii)
an injunction preventing the Board of Directors of the Corporation
(the "Board") from treating (A) the tender of Common Shares to
Danaher and TKAC, prior to their acceptance of such Common Shares
for purchase, (B) Danaher and TKAC's obtaining of authorizations for
the calling of a special meeting of the Corporation's shareholders
or (C) the giving to Danaher or TKAC of revocable proxies or
consents to vote the Common Shares, as vesting beneficial ownership
of such Common Shares in Danaher or TKAC, thus making Danaher or
TKAC "Interested Shareholders" for purposes of Illinois Business
Corporation Act, 805 ILCS 5/7.85 ("Section 7.85"). In addition,
the relief sought includes (i) an injunction preventing the
application of the Rights Agreement to the Offer and ordering the
Board to redeem the Rights, (ii) an injunction preventing the Board
from using Section 7.85 or Illinois Business Corporation Act,
805 ILCS 5/11.75 ("Section 11.75") to interfere with or prevent the
Offer and ordering the Board to approve the Offer pursuant to
Sections 7.85 and 11.75 to allow the Corporation's shareholders to
accept the Offer, (iii) a declaratory judgment that the laws of any
state other than Illinois are inapplicable to the Offer, a proposed
merger and a proxy solicitation in connection therewith and (iv) an
injunction preventing the Corporation or the individuals named as
defendants from instituting proceedings concerning or related to the
Offer, a proposed merger or a proxy solicitation in connection
therewith in any other court or forum.
Page 11
<PAGE>
The Corporation and Danaher have agreed in a Confidentiality
Agreement dated July 28, 1995 (the "Confidentiality Agreement"),
to stay all proceedings in the Danaher Action (and no new litigation
may be commenced by either party against the other party) during
Danaher's review of the confidential information supplied by the
Corporation and any related discussions and negotiations.
(2.) The Steiner Action
On July 24, 1995, Kenneth Steiner, an alleged owner of Common
Shares, commenced a class action in the County Department - Chancery
Division of the Circuit Court of Cook County, Illinois challenging
the Board's alleged rejection of and refusal properly to consider
the Offer (STEINER V. JOSLYN CORPORATION, No. 95 CH 06933) (the
"Steiner Action"). The complaint, which was filed individually and
on behalf of all stockholders of the Corporation (other than
defendants and any person or entity affiliated with defendants),
names as defendants the Corporation and the following Directors of
the Corporation: William E. Bendix, Lawrence G. Wolski, James M.
Reed, Lawrence A. Reed, John B. Deininger and Richard C. Osborne
(collectively, the "Individual Defendants"). The relief sought
includes (i) directing the Individual Defendants to (A) cooperate
fully with any entity or persons having a bona fide interest in
proposing any transactions which would maximize shareholder value,
(B) undertake an evaluation of the Corporation's worth as a merger/
acquisition candidate, (C) enhance the Corporation's value and
attractiveness as a merger/acquisition candidate, (D) effectively
expose the Corporation to the marketplace in an effort to create
an active auction of the Corporation, (E) act independently so that
the interests of the Corporation's shareholders are protected and
(F) insure that no conflicts exist between the interests of the
Individual Defendants and their fiduciary obligation to maximize
shareholder value or, in the event that such conflicts of interest
exist, insure that such conflicts are resolved in the best interests
of the Corporation's shareholders and (ii) ordering the Individual
Defendants to account to the plaintiff and the class for all damages
suffered and to be suffered by them as a result of the acts alleged
in plaintiff's complaint.
Item 2. Changes in Securities
Not Applicable
Item 3. Defaults Upon Senior Securities
Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
At its April 26, 1995 Annual Shareholders' Meeting, the
Registrant submitted three proposals which were voted on
by its Shareholders:
1. The Shareholders elected Messrs. William E. Bendix,
John H. Deininger, Richard C. Osborne, James M. Reed,
Lawrence A. Reed and Lawrence G. Wolski as directors
of the Registrant to serve until the next Annual
Shareholders' meeting.
Page 12
<PAGE>
There were no abstentions and no broker non-votes for
any of the nominees for director. The number of votes
cast for, or withheld, for each nominee for director
are as follows:
For Withheld
___ ________
William E. Bendix 5,953,271 588,130
John H. Deininger 5,951,895 589,506
James M. Reed 5,951,079 590,322
Lawrence A. Reed 5,952,375 589,026
Richard C. Osborne 5,942,929 598,472
Lawrence G. Wolski 5,953,530 587,871
2. The Shareholders also ratified the appointment of
Arthur Andersen LLP as the Registrant's independent
public accountants for the year 1995.
For Against Abstentions
___ _______ ___________
5,952,491 25,156 563,754
3. The Shareholders approved a proposed Non-Employee
Director Stock Plan. The Plan provides that fifty
percent of each non-employee director's annual
retainer will be paid in common shares of the Company.
The remaining fifty percent will be paid in cash. In
Addition, the Plan provides for automatic yearly
grants of options to purchase 1,000 common shares to
each non-employee director.
For Against Abstentions
___ _______ ___________
5,182,393 606,817 752,191
Item 5. Other Information
1. Sale of Subsidiary
On August 7, 1995, the Registrant sold all the issued and
outstanding shares of its subsidiary, ADK Pressure Equipment
Corp., to Wm. Steinen Mfg. Co.
2. Proxy Contest
In Exhibit 11(a)(1) to the Tender Offer Statement on Schedule
14D-1, dated July 24, 1995 (the "Schedule 14D-1"), filed by TKAC
with the Securities and Exchange Commission, TKAC and Danaher
disclosed their intention to commence a solicitation of the
Corporation's shareholders asking such shareholders to designate
TKAC and Danaher as agents of the shareholders for the purpose
of calling a special meeting of the shareholders of the
Page 13
<PAGE>
Corporation to (i) remove all of the incumbent directors of the
Corporation, (ii) amend the Corporation's By-laws to fix the
number of directors of the Corporation at three and (iii) to
elect the nominees of TKAC to serve as the directors of the
Corporation. TKAC and Danaher also disclosed that, if elected,
directors nominated by TKAC would take such action as might be
necessary to expedite consummation of the Offer or, in the event
that another transaction offering more value to the
Corporation's shareholders were proposed, to take such action
as might be necessary to facilitate such other transaction.
On July 26, 1995, TKAC and Danaher filed with the Commission
Amendment No. 1 to the Schedule 14D-1. Exhibit 11(g)(2) thereto
is a Preliminary Proxy Statement (the "Proxy Statement") filed
with the Commission pursuant to Section 14(a) of the Securities
Exchange Act of 1934 on July 25, 1995. The Proxy Statement
includes a Solicitation Statement that solicits the
Corporation's shareholders to designate Danaher and TKAC as
Agents of such shareholders for the purpose of calling a special
meeting of the shareholders and a form of "Appointment of
Designated Agents to effect such designation.
The Corporation and Danaher have agreed in the Confidentiality
Agreement that Danaher will stay all efforts to seek a special
meeting of the Corporation's shareholders and to solicit proxies
or written consents during Danaher's review of the confidential
information supplied by the Corporation and any related
discussions and negotiations.
Item 6. Exhibits and Reports on Form 8-K
During the quarter ended June 30, 1995, the following
reports on Form 8-K have been filed:
Date of Report Items Reported
______________ ______________
June 30, 1995 Other Events (Item 5)
July 5, 1995 Acquisition or Disposition
of Assets (Item 2)
July 12, 1995 Other Events (Item 5)
July 20, 1995 Other Events (Item 5)
July 24, 1995 Other Events (Item 5)
(filed July 31, 1995)
Page 14
<PAGE>
SIGNATURES
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
Registrant
Date: August 11, l995 /s/ Lawrence G. Wolski
________________________
Lawrence G. Wolski
Chief Executive Officer
Date: August 11, l995 /s/ Raymond G. Bjorseth
_________________________
Raymond G. Bjorseth
Controller
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<FISCAL-YEAR-END> Dec-31-1995
<PERIOD-START> Jan-01-1995
<PERIOD-END> Jun-30-1995
<PERIOD-TYPE> 6-MOS
<CASH> 16,953
<SECURITIES> 0
<RECEIVABLES> 34,948
<ALLOWANCES> 0
<INVENTORY> 41,207
<CURRENT-ASSETS> 107,308
<PP&E> 84,965
<DEPRECIATION> 46,923
<TOTAL-ASSETS> 179,043
<CURRENT-LIABILITIES> 42,215
<BONDS> 0
0
0
<COMMON> 8,957
<OTHER-SE> 75,372
<TOTAL-LIABILITY-AND-EQUITY> 179,043
<SALES> 114,069
<TOTAL-REVENUES> 114,069
<CGS> 84,751
<TOTAL-COSTS> 84,751
<OTHER-EXPENSES> 191
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 11,914
<INCOME-TAX> 4,200
<INCOME-CONTINUING> 7,714
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,714
<EPS-PRIMARY> 1.08
<EPS-DILUTED> 1.08
</TABLE>
