-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EjseGXZNiRqbDXEaLyqCnp5+3KcqXz7+3EQJOASzY3LbOV4xL2QfwlMqLijJK9gz kzaBvahwk4sH+6eRBbhnCg== 0000928385-02-002113.txt : 20020523 0000928385-02-002113.hdr.sgml : 20020523 20020523115232 ACCESSION NUMBER: 0000928385-02-002113 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DANAHER CORP /DE/ CENTRAL INDEX KEY: 0000313616 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 591995548 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-56406 FILM NUMBER: 02660647 BUSINESS ADDRESS: STREET 1: 1250 24TH ST NW STREET 2: SUITE 800 CITY: WASHINGTON STATE: DC ZIP: 20037 BUSINESS PHONE: 2028280850 MAIL ADDRESS: STREET 1: 1250 24TH STREET NW STREET 2: SUITE 800 CITY: WASHINGTON STATE: DC ZIP: 20037 FORMER COMPANY: FORMER CONFORMED NAME: DMG INC DATE OF NAME CHANGE: 19850221 424B3 1 d424b3.txt PROSPECTUS SUPPLEMENT #23 Filed pursuant to Rule 424(b)(3) File Number 333-56406 PROSPECTUS SUPPLEMENT NO. 23 - ---------------------------- $829,823,000 DANAHER CORPORATION LIQUID YIELD OPTION (TM) NOTES DUE 2021 (ZERO COUPON -- SENIOR) AND COMMON STOCK ISSUABLE UPON CONVERSION OF THE LYONS This prospectus supplement supplements the prospectus dated March 16, 2001 of Danaher Corporation, as supplemented March 20, 2001, April 17, 2001, May 2, 2001, May 23, 2001, June 21, 2001, July 9, 2001, July 17, 2001, July 30, 2001, August 14, 2001, August 27, 2001, August 28, 2001, October 10, 2001, October 23, 2001, November 6, 2001, November 27, 2001, December 11, 2001, January 2, 2002, January 17, 2002, March 1, 2002, March 27, 2002, April 25, 2002 and May 13, 2002 relating to the sale by certain of our securityholders (including their pledgees, donees, assignees, transferees, successors and others who later hold any of our securityholders' interests) of up to $829,823,000 aggregate principal amount at maturity of LYONs and the common stock issuable upon conversion of the LYONs. You should read this prospectus supplement in conjunction with the prospectus, and this prospectus supplement is qualified by reference to the prospectus, except to the extent that the information in this prospectus supplement supersedes the information contained in the prospectus. Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the prospectus. The following represents updated information regarding the selling securityholders listed in the Selling Securityholder table in the prospectus:
Aggregate Principal Amount Number of Shares at Maturity of Percentage of of Common Stock Percentage of LYONs That May LYONs That May be Common Stock Name be Sold Outstanding Sold(1) Outstanding(2) - ---- ------- ----------- ------- -------------- Morgan Stanley & Co., Inc. ........................ $101,626,000 12.2% 738,577 * Goldman Sachs and Company ......................... $ 5,110,000 * 37,137 * All other holders of LYONs or future transferees, pledgees, donees, assignees or successors of any such holders (3)(4) ............. $273,426,000 32.9% 1,987,150 1.3%
_________________ * Less than one percent (1%). (1) Assumes conversion of all of the holder's LYONs at a conversion rate of 7.2676 shares of common stock per $1,000 principal amount at maturity of the LYONs. This conversion rate is subject to adjustment, however, as described under "Description of the LYONs--Conversion Rights." As a result, the number of shares of common stock issuable upon conversion of the LYONs may increase or decrease in the future. (2) Calculated based on Rule 13d-3(d)(i) of the Exchange Act, using 150,909,505 shares of common stock outstanding as of March 25, 2002. In calculating this amount for each holder, we treated as outstanding the number of shares of common stock issuable upon conversion of all of that holder's LYONs, but we did not assume conversion of any other holder's LYONs. (3) Information about other selling securityholders will be set forth in prospectus supplements, if required. (4) Assumes that any other holders of LYONs, or any future pledgees, donees, assignees, transferees or successors of or from any such other holders of LYONs, do not beneficially own any shares of common stock other than the common stock issuable upon conversion of the LYONs at the initial conversion rate. Investing in the LYONs involves risks that are described in the "Risk Factors Relating to the LYONs" section beginning on page 12 of the prospectus. Neither the Securities and Exchange Commission, any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is May 23, 2002. (TM)Trademark of Merrill Lynch & Co., Inc.
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