POS AM 1 Registration No. :33-58207 Filed Pursuant to Rule 424(b)(3) PROSPECTUS 1,143,914 SHARES DANAHER CORPORATION Common Stock ___________ The shares of Common Stock of Danaher Corporation (the "Company") offered hereby are being sold by the Selling Stockholders named herein. See "Selling Stockholders." The Company will not receive any of the proceeds from the sale of such shares by the Selling Stockholders. The Common Stock is traded on the New York Stock Exchange and the Pacific Stock Exchange under the symbol "DHR." On March 20, 1995, the last sales price for the Common Stock as reported on the New York Stock Exchange Composite Tape was $28.375 per share. ___________ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ___________ The date of this Prospectus is March 31, 1995. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Reports, proxy statements and other information filed by the Company with the Commission, can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the regional offices of the Commission at 7 World Trade Center, New York, New York 10048 and 500 West Madison Street, 14th Floor, Chicago, Illinois 60611. Copies of such material can also be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at rates prescribed by the Commission. The Common Stock of the Company is listed for trading on the New York Stock Exchange and the Pacific Stock Exchange. Reports, proxy statements and other information concerning the Company can be inspected at such exchanges. This Prospectus does not contain all the information set forth in the Registration Statement of which this Prospectus is a part and exhibits thereto which the Company has filed with the Commission. Copies of the information and exhibits are on file at the offices of the Commission and may be obtained, upon payment of the fees prescribed by the Commission, or may be examined without charge at the offices of the Commission. No person has been authorized by the Company to give any information or to make any representations other than those contained in this Prospectus in connection with the offer contained in this Prospectus, and if given or made, such information or representations may not be relied upon as having been authorized by the Company. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in any jurisdiction in which such offer or solicitation is not authorized, or in which the person making such offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make such offer or solicitation. Neither the delivery of this Prospectus nor any sale made hereunder shall create an implication that there has been no change in the affairs of the Company since the date hereof. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed with the Commission (File No. 1-8089) pursuant to the 1934 Act are incorporated herein by reference: 1. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 (the "Annual Report"); 2. The description of Common Stock contained in Item 4 of the Company's Form 8-B Registration of Securities of Certain Successor Issuers, filed with the Commission on November 3, 1986; and 3. All other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the date of this Prospectus and prior to the termination of the offering of the shares made hereby shall be deemed incorporated by reference in this Prospectus and to be a part hereof from the date of the filing of such documents. See "Available Information." Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The Company will provide without charge to each person to whom a copy of this Prospectus is delivered, upon the request of any such person, a copy of any or all of the documents which have been incorporated herein by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference into such documents). Requests for such documents should be directed to Danaher Corporation, 1250 24th Street, N.W., Washington, D.C. 20037, Attention: Controller, Telephone (202) 828-0850. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. THE COMPANY Danaher Corporation (the "Company") operates a variety of businesses through its wholly-owned subsidiaries. These businesses are conducted in three business segments: Tools, Process/Environmental Controls and Transportation. The Company is the principal manufacturer of Sears, Roebuck and Co.'s Craftsman line and the National Automotive Parts Association line of mechanics' hand tools. The Company also manufactures Allen wrenches and Jacobs drill chucks and is a leading supplier of mechanics' hand tools through Matco Tools. In its Process/Environmental Controls segment, the Company is a leading producer of leak detection sensors for underground fuel storage tanks and motion, temperature, pressure and flow control devices. The Company's Transportation business manufactures wheel service equipment, diesel engine retarders and automotive air conditioning components which are sold under such brand names as Coats, Ammco and "Jake Brake." The principal executive offices of the Company are located at 1250 24th Street, N.W., Washington, D.C. 20037, telephone (202) 828-0850. USE OF PROCEEDS All of the proceeds from the sale of the shares of common stock, par value $.01 per share, of the Company (the "Common Stock") offered hereby will be received by the Selling Stockholders and none of the proceeds will be received by the Company. SELLING STOCKHOLDERS The Selling Stockholders acquired the shares of Common Stock to be offered hereby pursuant to an Agreement and Plan of Merger dated as of November 18, 1994 (the "Agreement"), among the Company, Armstrong Bros. Tool Co. ("ABT") and Griswold Machine and Engineering, Inc. Pursuant to the Agreement, ABT was merged with and into the Company on December 30, 1994 and all of the issued and outstanding capital stock of ABT was converted into cash and 1,143,914 shares of Common Stock of the Company. Although the shares of Common Stock acquired pursuant to the Agreement are held for investment, in recognition of the fact that the Selling Stockholders may wish to be legally permitted to sell the shares when they deem appropriate, the Company agreed to prepare and file a Registration Statement (of which this Prospectus is a part) with the Commission relating to the resale of such shares. Since the Selling Stockholders may sell all or some of the shares of Common Stock offered hereby, no estimate can be made of the aggregate amount of the Company's Common Stock that will be owned by each Selling Stockholder upon completion of the offering to which this Prospectus relates. Moreover, the number of shares of the Company's Common Stock held by the Selling Stockholders may change as a result of sales or purchases by the Selling Stockholders after the date hereof. None of the Selling Stockholders has had a material relationship within the past three years with the Company and its subsidiaries other than as a result of the ownership of the Company's Common Stock. The following table sets forth information concerning the number of Shares of Common Stock owned by each of the Selling Stockholders as of the date of this Prospectus, the maximum number of shares offered by such Selling Stockholder pursuant to this Prospectus, and the number of such shares to be owned by the Selling Stockholders after completion of this offering, assuming that all Shares offered hereby are sold. Name Number of Shares of Number of Shares Owned After Common Stock Shares Being after completion Owned Prior to the Offered of the Offering Offering Bette Armstrong Trustee under Declaration of trust dated April 10,1985 19,220 19,220 0 Henry R. Hertlein and Mary M. Hertlein Trustees, U/T/A dated 11/17/80. F/B/P Hertlein Family Trust 13,502 13,502 0 Hollis E. Lewey, Trustee of the Hollis E. Lewey Declaration of Trust, dtd. September 23, 1987 43,486 43,486 0 Hugh W. Armstrong & Rita M. Armstrong Trustees Under the Hugh W. Armstrong Trust dated 10/11/91 18,512 18,512 0 James E. Whitfield, Howard B. Carroll and Paul Armstrong, as Successor Trustees of Trust B U/W/O Lennox F. Armstrong, deceased 99,764 99,764 0 Kenneth A. Helms, Trustee of the trust by Janet E. Helms, Deceased 13,502 13,502 0 Kenneth C. Helms Trust, Kenneth C. Helms, Trustee 13,502 13,502 0 Kenneth C. Helms Trust, Kenneth C. Helms, Trustee 27,004 27,004 0 Lennox J. Armstrong, Paul Armstrong, Custodian Mary A. Lewey, Trustee of the Mary A. Lewey Declaration of Trust,dtd: September 23, 1987 53,416 53,416 0 Paul Armstrong Trustee under the Nancy B. Armstrong T/A dated 11/3/70 irrevocable F/B/O Paul L. Armstrong, Mary E. Armstrong, Helen C. Armstrong, & Lennox Armstrong 2,980 2,980 0 Paul L. Armstrong, Trustee of the Paul L. Armstrong Declaration of Trust dated December 30, 1988 74,736 74,736 0 Richard T. Hardy, Trustee under Trust Agreement, dated 12/15/92 and Known as the Richard T. Hardy Trust 18,366 18,366 0 Rita M. Armstrong & Hug2h W. Armstrong, Trustees under the Rita M. Armstrong Trust dated 10/11/91 16,338 16,338 0 The Northern Trust Company as sole Trustee under the will of Kezia E. Armstrong 126,084 126,084 0 Virginia A. Carroll, Jean M. Armstrong, Trustees, Trust B U/W/O Horace Armstrong2 85,232 85,232 0 Bruce M. Armstrong 23,470 23,470 0 Daniel J. Armstrong 10,588 10,588 0 Deshler D. Armstrong 14,350 14,350 0 Donald L. Armstrong 16,760 16,760 0 Ellen D.2 Armstrong 5,176 5,176 0 Gregory J. Armstrong 11,646 11,646 0 Jane K. Armstrong 12,640 12,640 0 Jean M. Armstrong 4,476 4,476 0 Jeffrey J. Armstrong 10,352 10,352 0 Jill Armstrong 5,176 5,176 0 John D. Armstrong 17,298 17,298 0 Marcia B. Armstrong 4,968 4,968 0 Paul Armstrong 42,430 42,430 0 Robert E. Armstrong 10,588 10,588 0 Thomas S. Armstrong 21,416 21,416 0 Teresa M. Armstrong 2,732 2,732 0 Paul L. Armstrong II 11,582 11,582 0 Hugh W. Armstrong III 10,836 10,836 0 William T. Armstrong, Jr. 17,082 17,082 0 Mary Jean Basta 6,800 6,800 0 Lois M. Bentsen 11,050 11,050 0 Howard B. Carroll 17,922 17,922 0 Virginia Armstrong Carroll 4,224 4,224 0 Barbara A. Hoburg 11,050 11,050 0 Allen A. Johnson 6,080 6,080 0 Barbara Jean Johnson 4,968 4,968 0 John H. Lewey 6,800 6,800 0 Rita A. Nash 18,734 18,734 0 Ruth E. Neitzel 11,050 11,050 0 John A. Peyton 13,502 13,502 0 Thomas R. Peyton 13,502 13,502 0 Flora H. Schumacher 54,010 54,010 0 Barbara J. Schwartz 8,178 8,178 0 William G. Simon, Jr. 3,726 3,726 0 Carol L. Steadman 2,912 2,912 0 Eva M.2 Steadman 13,502 13,502 0 Paul Armstrong & Patrick Allender, as Escrow Agents 56,694 56,694 0 Totals 1,143,914 1,143,914
__________________ * None of the Selling Stockholders own 1% or more of the Common Stock. PLAN OF DISTRIBUTION The Company's Common Stock is listed on the New York Stock Exchange ("NYSE", Symbol: DHR) and on the Pacific Stock Exchange ("PSE"). Application will be made to list the shares offered hereby on the NYSE and the PSE. Subject to approval of the NYSE and the PSE, the Selling Stockholders may sell from time to time shares of Common Stock offered hereby in transactions on the NYSE, the PSE, in privately-negotiated transactions or otherwise, in each case at prices satisfactory to the Selling Stockholders. The brokers or dealers through or to whom the shares of Common Stock offered hereby may be sold may be deemed underwriters of the shares within the meaning of the Securities Act 2of 1933, as amended, in which event, all brokerage commissions or discounts and other compensation received by such brokers or dealers may be deemed underwriting compensation. The Common Stock offered hereby will be sold by the Selling Stockholders acting as principals for their own account. The Company will receive no proceeds from this offering. The Selling Stockholders will pay all applicable stock transfer taxes, transfer fees and brokerage commissions, and related fees and expenses, but the Company will bear the costs of preparing the Registration Statement of which this Prospectus is a part and all filing fees and legal and accounting expenses in connection with registration under federal and state securities laws. LEGAL MATTERS The legality of the shares offered hereby is being passed upon for the Company by Piper & Marbury, Baltimore, Maryland, counsel to the Company. EXPERTS The financial statements for the years ended December 31, 1994, 1993, and 1992 incorporated by reference in this Prospectus have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are included herein in reliance upon the authority of said firm as experts in giving said reports. No person has been authorized by the Company to give any information or to make any representations other than 1,143,914 Shares those contained in this Prospectus in connection with Common Stock the offer contained in this Prospectus, and if given or made, such information or representations may not be ___________________ relied upon as having been authorized by the Company. This Prospectus does not constitute an offer to sell or DANAHER a solicitation of an offer to CORPORATION buy any of the securities in any jurisdiction in which such ___________________ offer or solicitation is not authorized, or in which the person making such offer or solicitation is not qualified PROSPECTUS to do so, or to any person to whom it is unlawful to make March 31, 1995 such offer or solicitation. Neither the delivery of this _____________________ Prospectus nor any sale made hereunder shall create an implication that there has been no change in the affairs of the Company since the date hereof. Table of Contents Page Available Information 2 Incorporation of Certain Documents by Reference 2 The Company 3 Use of Proceeds 4 Selling Stockholders 4 Plan of Distribution 6 Legal Matters 6 Experts 6