-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, XsfaTwHa+LKz7kbh9+NN/TXhQzNjvFatHJPUKz1eK0yfm7QvMSef6+273k1/kucX i4vmDUUYjs7Bz8sjeKEqDA== 0000950130-95-001391.txt : 19950726 0000950130-95-001391.hdr.sgml : 19950726 ACCESSION NUMBER: 0000950130-95-001391 CONFORMED SUBMISSION TYPE: PRES14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950831 FILED AS OF DATE: 19950725 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: DANAHER CORP /DE/ CENTRAL INDEX KEY: 0000313616 STANDARD INDUSTRIAL CLASSIFICATION: AIR COND & WARM AIR HEATING EQUIP & COMM & INDL REFRIG EQUIP [3585] IRS NUMBER: 591995548 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PRES14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08089 FILM NUMBER: 95555897 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 PRES14A 1 SCHEDULE 14A - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 FILED BY THE REGISTRANT [_] FILED BY A PARTY OTHER THAN THE REGISTRANT [X] CHECK THE APPROPRIATE BOX: [X] Preliminary Proxy Statement [_] Confidential, for Use of the Commission Only (as permitted by Rule 14a- b(e)(2)) [_] Definitive Proxy Statement [_] Definitive Additional Materials [_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12 JOSLYN CORPORATION (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DANAHER CORPORATION TK ACQUISITION CORPORATION (NAME OF PERSON(S) FILING PROXY STATEMENT) ---------------- PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX): [_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. [X] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [X] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0- 11. (1) Title of each class of securities to which transaction applies: Common Shares, par value $1.25 per share, and the associated common stock purchase rights (the "Rights") (2) Aggregate number of securities to which transaction applies: 6,892,458 Common Shares (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: $32 per share (4) Proposed maximum aggregate value of transaction: $220,558,656 (5) Total fee paid: $44,111.73. Pursuant to, and as provided by, Rule 0- 11(c), the filing fee of $44,111.73 is based upon 1/50th of 1% of the Transaction Valuation of the purchase of all of the outstanding shares of Common Stock, par value $1.25 per share ("Shares"), of the Registrant and the associated Rights at $32 cash per share. Outstanding Shares are assumed to equal the sum of (i) the number of Shares outstanding as reported in the Quarterly Report on Form 10-Q of the Registrant for the quarter ended March 31, 1995 and (ii) the number of Shares subject to outstanding options as reported in the Annual Report on Form 10-K of the Registrant for the fiscal year ended December 31, 1994, less 613,550 Shares beneficially owned by Danaher Corporation. [_] Fee paid previously with preliminary materials. [X] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: $44,111.73 (2) Form, Schedule or Registration Statement No.: Schedule 14D-1, File No. 005-15605 (3) Filing Party: Danaher Corporation, TK Acquisition Corporation (4) Date Filed: July 24, 1995 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- DANAHER CORPORATION 1250 24TH STREET, N.W., SUITE 800 WASHINGTON, D.C. 20037 July , 1995 To the Shareholders of Joslyn Corporation: As you may know, we have commenced a tender offer for all of the outstanding shares of common stock of Joslyn at $32 per share--about 30% more than the closing price when we proposed to buy Joslyn at $32 per share on July 7. The tender offer is conditioned on the removal of Joslyn's poison pill and other obstacles under state corporate law that can be removed by the directors of Joslyn. Joslyn's management to date has not endorsed Danaher's offer. To make sure that Joslyn shareholders will be able to have the opportunity of receiving our offer price for their Joslyn shares, we are asking you and other Joslyn shareholders, by the enclosed proxy materials, to appoint us as their agents to call a special meeting of the shareholders of Joslyn. At the special meeting, shareholders could consider removing the existing board and electing new directors committed to removing the obstacles to our tender offer. By designating agents, you will only be authorizing us to call the special meeting. You will not be committed to vote for or against any proposals to be considered at the special meeting, or to tender your shares. WE URGE YOU TO SIGN AND RETURN THE AGENT DESIGNATION. Sincerely yours, George M. Sherman President IMPORTANT YOUR PROMPT DATING, SIGNING AND RETURNING OF THE ENCLOSED GOLD AGENT DESIGNATION IN THE ENCLOSED ENVELOPE WOULD BE APPRECIATED. THE RETURN OF AGENT DESIGNATIONS IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PRELIMINARY MATERIALS DATED JULY 25, 1995 ---------------- SUBJECT TO REVIEW BY THE SECURITIES AND EXCHANGE COMMISSION ---------------- CERTAIN INFORMATION INCLUDED HEREIN IS PRESENTED AS IT IS EXPECTED TO EXIST WHEN THE DEFINITIVE SOLICITATION STATEMENT IS MAILED TO SHAREHOLDERS OF JOSLYN CORPORATION AND WILL BE REVISED TO REFLECT ACTUAL FACTS AT THAT TIME. SOLICITATION STATEMENT OF DANAHER CORPORATION AND TK ACQUISITION CORPORATION TO CALL A SPECIAL MEETING OF SHAREHOLDERS OF JOSLYN CORPORATION This Solicitation Statement and the accompanying GOLD Appointment of Designated Agents ("Agent Designation") are being furnished to holders of outstanding Common Stock, par value $1.25 per share (the "Shares"), and associated common stock purchase rights (the "Rights") of Joslyn Corporation, an Illinois corporation ("Joslyn"), in connection with the solicitation of Agent Designations from holders of the Shares. As used herein, unless the context otherwise requires, the term "Shares" shall include the Rights. The Agent Designations are being solicited by Danaher Corporation, a Delaware corporation ("Danaher"), and TK Acquisition Corporation, a Delaware corporation ("Purchaser") and an indirect wholly owned subsidiary of Danaher, to provide for the calling of a special meeting of shareholders of Joslyn (the "Special Meeting") for the purpose of considering and voting on the proposals described below under the heading "SPECIAL MEETING PROPOSALS" (the "Special Meeting Proposals"). The principal executive offices of Joslyn are located at 30 South Wacker Drive, Chicago, Illinois 60606. This Solicitation Statement and accompanying GOLD Agent Designation are first being furnished to Joslyn shareholders on or about August , 1995. Agent Designations must be delivered to Danaher on or before , 1995, unless such date is extended by Danaher and Purchaser, in their sole discretion. THE AGENT DESIGNATIONS WILL NOT CONFER ANY RIGHTS TO VOTE ON MATTERS BROUGHT BEFORE THE SPECIAL MEETING AND NO PROXIES FOR SUCH VOTES ARE BEING SOLICITED WITH THIS SOLICITATION STATEMENT. IF THE SPECIAL MEETING IS CALLED, DANAHER AND PURCHASER WILL SEND JOSLYN SHAREHOLDERS ADDITIONAL PROXY MATERIALS SOLICITING PROXIES TO VOTE ON THE SPECIAL MEETING PROPOSALS. On July 24, 1995, Purchaser offered to purchase (the "Offer") all of the outstanding Shares for $32 net per Share in cash upon the terms and subject to the conditions set forth in an Offer to Purchase dated July 24, 1995, as the same may be amended from time to time (the "Offer to Purchase") and the related Letter of Transmittal. Pursuant to this Solicitation Statement, Danaher and Purchaser are soliciting Agent Designations from holders of outstanding Shares to call the Special Meeting. By executing an Agent Designation, a shareholder will designate specified persons as agents (each a "Designated Agent") of Joslyn shareholders with authority to take all actions, other than voting the Shares at the Special Meeting, permitted to be taken by such shareholders under the Illinois Business Corporation Act (the "IBCA") in order to call and convene the Special Meeting. The Special Meeting will be called to consider and vote upon the Special Meeting Proposals, which include, among other things, (i) the removal of all incumbent directors of Joslyn, (ii) the amendment of Joslyn's By-Laws to fix the number of directors of Joslyn at three and (iii) the election of Purchaser nominees as directors to replace the Joslyn directors so removed. Danaher intends to propose that Section 3.2.1 of the By-Laws of Joslyn be amended to fix the number of directors of Joslyn at three by deleting the first sentence of Section 3.2.1 and inserting in its stead the following sentence. "The Board of Directors of the Corporation shall consist of three (3) persons." Pursuant to Joslyn's By-Laws and the IBCA, a vote of the holders of a majority of the outstanding Shares represented at the meeting and entitled to vote thereat will be required to approve the foregoing By-Law amendment. IF, LIKE US, YOU BELIEVE THAT YOU SHOULD HAVE THE OPPORTUNITY TO DECIDE THE FUTURE OF YOUR COMPANY AND THAT YOU SHOULD HAVE THE CHANCE TO RECEIVE $32 NET PER SHARE IN CASH FOR ALL OF YOUR SHARES, DANAHER AND PURCHASER URGE YOU TO SIGN AND RETURN YOUR GOLD AGENT DESIGNATION. YOUR AGENT DESIGNATION IS IMPORTANT! PLEASE SIGN, DATE AND RETURN THE ACCOMPANYING GOLD AGENT DESIGNATION TODAY. NEITHER THE CALL OF THE SPECIAL MEETING NOR SHAREHOLDER APPROVAL OF THE SPECIAL MEETING PROPOSALS WILL REQUIRE YOU TO TENDER YOUR SHARES TO PURCHASER, BUT PURCHASER MAY REQUIRE THAT THE SPECIAL MEETING PROPOSALS BE APPROVED AT THE SPECIAL MEETING BEFORE IT WILL ACCEPT FOR PAYMENT SHARES TENDERED PURSUANT TO THE OFFER. TENDERING SHARES PURSUANT TO THE OFFER WILL NOT CONSTITUTE A VOTE IN FAVOR OF THE SPECIAL MEETING PROPOSALS. INSTEAD, TO VOTE IN FAVOR OF THE PROPOSALS, YOU MUST AUTHORIZE THE CALL OF THE SPECIAL MEETING BY USING THE ENCLOSED GOLD AGENT DESIGNATION AND MUST ALSO VOTE AT THE SPECIAL MEETING IN FAVOR OF THE SPECIAL MEETING PROPOSALS. THE FAILURE TO EXECUTE AND RETURN THE GOLD AGENT DESIGNATION WILL HAVE THE SAME EFFECT AS OPPOSING THE CALL OF THE SPECIAL MEETING AND MAY RESULT IN WITHDRAWAL OF THE OFFER. On July 24, 1995, Purchaser commenced the Offer for all outstanding Shares for $32 net per Share in cash. The purpose of the Offer is to acquire control of, and the entire equity interest in, Joslyn. Purchaser currently intends to propose and seek to have Joslyn consummate, as soon as practicable, following the completion of the Offer, a merger or similar business combination with Purchaser, at the same price per Share to be paid in the Offer (the "Proposed Merger"), subject to the terms and conditions described in the Offer to Purchase. On July 7, 1995, the last full day of trading prior to the public announcement of Danaher's interest in acquiring the Company by Danaher, the closing sales price on the NASDAQ-NMS for the Shares was $24 3/4 per Share. The Offer represents an approximately 30% premium over that price. The Offer is subject to certain terms and conditions described below and in the Offer to Purchase. See "Terms and Conditions of the Offer" below. The Schedule 14D-1, which includes the Offer to Purchase and was filed by Purchaser with the Securities and Exchange Commission (the "Commission") on July 24, 1995, and all amendments thereto, may be obtained from the Commission, upon payment of the Commission's customary charges, by writing to its principal office at 450 Fifth Street, N.W., Judiciary Plaza, Room 1024, Washington, D.C. 20549. Such material is also available for inspection and copying at the principal office of the Commission at the address set forth immediately above, at the Commission's regional offices at Seven World Trade Center, 13th Floor, New York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and at the offices of Nasdaq Operations, 1735 K Street, N.W., Washington, D.C. 20006. 2 IF YOU DESIRE TO ACCEPT THE OFFER OF $32 NET PER SHARE IN CASH AND TO MAXIMIZE THE OPPORTUNITY FOR THE OFFER TO BE CONSUMMATED, DANAHER AND PURCHASER URGE JOSLYN SHAREHOLDERS TO COMPLETE, SIGN AND RETURN THE GOLD AGENT DESIGNATION BY , 1995, UNLESS SUCH DATE IS EXTENDED BY DANAHER AND PURCHASER, IN THEIR SOLE DISCRETION. EFFECT OF EXECUTION AND DELIVERY OF AGENT DESIGNATIONS Under the IBCA and the By-Laws of Joslyn, a special meeting of Joslyn shareholders may be called by the holders of at least 20% of the Shares ("Requisite Holders") entitled to vote at the meeting. According to Joslyn's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995 filed with the Commission, as of May 11, 1995, there were 7,162,000 Shares outstanding. Based on such number (which does not take into account any Shares that after such date may have been repurchased by Joslyn or issued pursuant to outstanding options or otherwise) and the fact that a subsidiary of Danaher already beneficially owns 613,550 shares and intends to execute Agent Designations, Agent Designations from holders of at least 818,850 Shares will be required to call the Special Meeting. The By-Laws of Joslyn provide that, upon receipt of the written request of Requisite Holders (the "Request"), the Secretary of Joslyn shall promptly call the Special Meeting. Following receipt of Agent Designations from Requisite Holders, the Designated Agents will call the Special Meeting and/or thereupon make appropriate delivery, to the Secretary of Joslyn, of the Request duly requesting such officer forthwith to cause appropriate notice of the Special Meeting to be given to Joslyn shareholders entitled thereto. In the Request, the Designated Agents will also request that the Board of Directors of Joslyn take action to fix a record date for the determination of Joslyn shareholders who are entitled to receive notice of or to vote at the Special Meeting (the "Special Meeting Record Date"). If the Board of Directors of Joslyn fails or refuses to fix the Special Meeting Record Date, then the date on which the notice of the Special Meeting is mailed shall be the Special Meeting Record Date. Under the IBCA and subject to its provisions, Requisite Holders are entitled to deliver the Request and to take other actions described herein and in the IBCA in connection with calling the Special Meeting and any adjournment thereof. Subject to the IBCA, the Designated Agents may also take such other actions as they may deem necessary or advisable in connection with calling the Special Meeting and causing it to be held. The Agent Designations grant to the Designated Agents the full rights and authority of Requisite Holders to take these actions in connection with the Special Meeting, including (to the extent consistent with the IBCA) fixing, or causing to be fixed, the record date and the date, time and place thereof, and in giving, or causing to be given notice thereof to Joslyn shareholders, but THE AGENT DESIGNATIONS WILL NOT GIVE THE DESIGNATED AGENTS THE RIGHT TO VOTE ANY SHARES OWNED BY REQUISITE HOLDERS AT THE SPECIAL MEETING. You may revoke your Agent Designation at any time before delivery by the Designated Agents of the Request to the Secretary of Joslyn by executing and delivering a written revocation to Joslyn, 30 South Wacker Drive, Chicago, Illinois 60606 (please send a copy of any revocation to Joslyn to Danaher, c/o D. F. King & Co., Inc., 77 Water Street, New York, NY 10005). A revocation may be in any written form, provided that it clearly states that your Agent Designation is no longer effective. An Agent Designation may also be revoked by notice given to Joslyn in an open meeting of Joslyn shareholders. Any revocation of an Agent Designation will not affect any action taken by the Designated Agents pursuant to the Agent Designation prior to such revocation. Your presence at a meeting of Joslyn shareholders will not, without more, revoke your Agent Designation. THE PURPOSE OF THE SPECIAL MEETING IS TO PROVIDE SHAREHOLDERS OF JOSLYN WITH THE OPPORTUNITY TO CONSIDER AND VOTE ON THE SPECIAL MEETING PROPOSALS. BY AUTHORIZING THE CALL OF THE SPECIAL MEETING, YOU WILL ALLOW JOSLYN SHAREHOLDERS TO PROTECT THEIR INTEREST IN JOSLYN BY EXPRESSING THEIR VIEWS ON THE OFFER AND THE PROPOSED MERGER DIRECTLY TO THE JOSLYN BOARD OF DIRECTORS. BY EXECUTING AND RETURNING THE GOLD AGENT DESIGNATION TO DANAHER, YOU ARE NOT COMMITTING TO CAST ANY VOTE IN FAVOR OF OR AGAINST, NOR ARE YOU GRANTING 3 ANY PROXY TO VOTE ON, ANY MATTER TO BE BROUGHT BEFORE THE SPECIAL MEETING. EXECUTION AND DELIVERY OF AN AGENT DESIGNATION WILL NOT OBLIGATE YOU IN ANY WAY TO SELL YOUR SHARES PURSUANT TO THE OFFER OR ANY OTHER OFFER. A VALIDLY EXECUTED AND UNREVOKED AGENT DESIGNATION AUTHORIZES THE DESIGNATED AGENTS (I) TO CALL AND/OR TO REQUEST THE SECRETARY OF JOSLYN TO CALL THE SPECIAL MEETING, (II) TO TAKE ACTION TO EFFECT THE FIXING OF THE DATE, TIME AND PLACE OF THE SPECIAL MEETING AND ANY ADJOURNMENT THEREOF, (III) TO REQUEST THE BOARD OF DIRECTORS OF JOSLYN TO FIX THE RECORD DATE FOR THE SPECIAL MEETING AND FOR ANY ADJOURNMENT THEREOF, (IV) TO TAKE ACTION TO EFFECT THE GIVING OF NOTICE OF THE SPECIAL MEETING AND ANY ADJOURNMENT THEREOF TO JOSLYN SHAREHOLDERS AND (V) TO EXECUTE ALL RIGHTS OF REQUISITE HOLDERS, AND TAKE SUCH OTHER ACTION AS THE DESIGNATED AGENTS MAY DEEM NECESSARY OR APPROPRIATE, IN CONNECTION WITH CALLING AND CONVENING THE SPECIAL MEETING. TO VOTE ON THE MATTERS TO BE BROUGHT BEFORE THE SPECIAL MEETING YOU MUST VOTE BY PROXY OR IN PERSON AT THE SPECIAL MEETING. TO ACCEPT THE OFFER YOU MUST FOLLOW THE PROCEDURES SET FORTH IN THE OFFER TO PURCHASE. The tender of Shares pursuant to the Offer does not constitute the grant to Danaher or Purchaser of any rights to execute Agent Designations with respect to the tendered Shares until such time as such Shares are accepted for payment by Purchaser. Accordingly, it is important that you execute an Agent Designation even if you tender such Shares pursuant to the Offer. If any of your Shares are held in the name of a brokerage firm, bank, bank nominee or other institution, only it can execute an Agent Designation for such Shares and will do so only upon receipt of your specific instructions. Accordingly, please contact the person responsible for your account and instruct that person to execute the GOLD Agent Designation. If Purchaser should terminate, or materially amend the terms of, the Offer prior to the delivery of the Request to a Joslyn officer, Danaher or Purchaser will disseminate such information regarding such changes to Joslyn shareholders and, in appropriate circumstances, will provide Joslyn shareholders with a reasonable opportunity to revoke their Agent Designations prior to the date when the Request is delivered to a Joslyn officer. SPECIAL MEETING PROPOSALS REMOVAL OF CURRENT DIRECTORS AND ELECTION OF NEW DIRECTORS At the Special Meeting, Danaher intends to propose that all incumbent directors of Joslyn be removed from office. The By-Laws of Joslyn provide that the Board of Directors shall consist of not less than three (3) nor more than eight (8) directors of Joslyn. According to publicly available information, Joslyn currently has six (6) directors on its Board of Directors. The persons appointed by the proxy to be solicited by Danaher and Purchaser for the Special Meeting would vote the Shares represented by such proxies in favor of this proposal to remove all of the directors of Joslyn. Danaher intends to propose that Section 3.2.1 of the By-Laws of Joslyn be amended to fix the number of directors of Joslyn at three by deleting the first sentence of Section 3.2.1 and inserting in its stead the following sentence. "The Board of Directors of the Corporation shall consist of three (3) persons." Pursuant to Joslyn's By-Laws and the IBCA, provided that a quorum is present, a vote of the holders of a majority of the Shares represented at the meeting and entitled to vote thereat will be required to approve the foregoing By-Law amendment. 4 Purchaser also intends to propose that its nominees (the "Purchaser Nominees") be elected as directors of Joslyn to fill all of the vacancies created by the removal of the incumbent Joslyn directors, each to hold office until a successor has been elected and qualified or until death, resignation or removal. The By-Laws of Joslyn provide for cumulative voting for the election of directors. Each shareholder has the right to vote his or her Shares cumulatively at the election; that is, each shareholder will be entitled to as many votes as shall equal the number of Shares held by such shareholder on the Special Meeting Record Date multiplied by the number of directors to be elected. A shareholder may cast all such cumulative votes for a single nominee or may distribute them in any proportion among any number of candidates. If voting for directors at the Special Meeting is cumulative, then more votes than described in the preceding paragraph may be required to elect all of the Purchaser Nominees as directors. THE PURCHASER NOMINEES WILL, SUBJECT TO THEIR FIDUCIARY DUTIES, SEEK TO GIVE ALL SHAREHOLDERS THE OPPORTUNITY TO ACCEPT PURCHASER'S OFFER. ACCORDINGLY, THE EXECUTION OF AN AGENT DESIGNATION WILL ALLOW SHAREHOLDERS TO CONSIDER AND VOTE FOR THE PURCHASER NOMINEES AND WILL ENHANCE YOUR CHANCES OF BEING ABLE TO TAKE ADVANTAGE OF THE OFFER. ADJOURNMENT OF MEETING AND OTHER MATTERS Danaher and Purchaser also anticipate requesting, in the proxy solicitation relating to the Special Meeting, authority to initiate and vote for a proposal to adjourn the Special Meeting to allow the solicitation of additional votes, if necessary, to approve the Special Meeting Proposals. Neither Danaher nor Purchaser currently anticipates additional Special Meeting Proposals on any substantive matters. However, Danaher and Purchaser may elect to cause additional Special Meeting Proposals to be identified in the notice of, and in the proxy materials for, the Special Meeting. IF DANAHER AND PURCHASER DO NOT OBTAIN SUFFICIENT AGENT DESIGNATIONS TO CALL THE SPECIAL MEETING AND IF THE SPECIAL MEETING PROPOSALS ARE NOT APPROVED BY JOSLYN SHAREHOLDERS, IT IS LESS LIKELY THAT CERTAIN CONDITIONS TO THE OFFER WILL BE SATISFIED AND THAT SHARES WILL BE ACCEPTED FOR PAYMENT PURSUANT TO THE OFFER. IN SUCH EVENT, DANAHER AND PURCHASER MAY EITHER (I) TERMINATE THE OFFER OR (II) CONTINUE TO PURSUE THE OFFER AND THE SATISFACTION OF THE CONDITIONS TO THE OFFER THROUGH LITIGATION AND OTHER MEANS. SEE "TERMS AND CONDITIONS OF THE OFFER" BELOW. BACKGROUND OF PROPOSED ACQUISITION Between May 29, 1994 and August 1, 1994, Danaher purchased an aggregate of 204,000 Shares at an average price per Share (excluding mark-ups or commissions) of $25.57 in open market purchases. On August 2, 1994, Danaher purchased 329,500 Shares at a price per Share (excluding mark-ups or commissions) of $25.6875. As a result of this purchase, Danaher became the beneficial owner of more than 5 percent of the outstanding shares of the Company's common stock, requiring Danaher to file a Schedule 13D with the Commission to disclose its holdings in the Company's stock. On August 5, 1994, Danaher purchased an additional 10,000 Shares at a price per Share (excluding mark-ups or commissions) of $25.8125. On August 12, 1994, Danaher filed a Schedule 13D with the Commission. On October 6, 1994, Danaher purchased an additional 70,000 Shares at a price per Share (excluding markups and commissions) of $26. In September 1994 and March 1995, Mr. Patrick W. Allender, Senior Vice President and Chief Financial Officer of Danaher, and Mr. George M. Sherman, President and Chief Executive Officer of Danaher, met with 5 Mr. William E. Bendix, currently Chairman of the Board of Joslyn, and Mr. Lawrence G. Wolski, currently Acting Chief Executive Officer of Joslyn. The purpose of these meetings was for Danaher, as a new large shareholder of Joslyn, to introduce itself to Joslyn's top management and to learn more about Joslyn and management's plans for it. In June of 1995, Mr. Allender called Mr. Wolski to discuss Joslyn's recent announcement of its planned acquisition of Cyberex, Inc. On June 30, 1995, Mr. Sherman called Mr. Bendix to inquire whether Joslyn might be receptive to an expression of interest by Danaher in a business transaction between Danaher and Joslyn. Mr. Bendix indicated that Joslyn viewed itself as an independent company in the future, but that he would discuss the issue with the rest of the Board members. On July 6, 1995, Mr. Bendix called Mr. Sherman and indicated that Joslyn would always be agreeable to meet with Joslyn's large shareholders to discuss Joslyn's future and Joslyn's reported results, but also that its directors believed in Joslyn's future as an independent company. Mr. Sherman, on behalf of Danaher, asked for a meeting with Joslyn's officers and to be provided access to non-public information concerning Joslyn upon execution of a confidentiality agreement with Joslyn to assist Danaher in evaluating its alternatives with respect to its investment in Joslyn, including a possible business combination. On July 7, 1995, Mr. Bendix responded to Mr. Sherman's request by indicating that the request would be considered by Joslyn's Board of Directors at its next meeting scheduled for July 19, 1995. On July 7, 1995, Mr. Sherman telephoned Mr. Bendix to inform him that Danaher was interested in pursuing a business combination with Joslyn. In addition, Mr. Sherman read and telecopied the following letter to Mr. Bendix. 6 July 7, 1995 Mr. William E. Bendix Chairman of the Board Joslyn Corporation 30 South Wacker Drive Chicago, IL 60606 Dear Bill: As you know, Danaher Corporation has been an investor in Joslyn Corporation for over a year. We have been impressed with Joslyn's business, which complements businesses we are engaged in. When we spoke initially on June 30, 1995 and most recently on July 6 and 7, 1995, I told you that Danaher's management was reviewing what the alternatives might be with respect to our investment in Joslyn, and might consider discussing with Danaher's Board of Directors whether to explore a business combination with Joslyn. Danaher's management and Board of Directors has now decided to propose a business combination, and we hereby propose a combination of our companies' businesses in a transaction in which your stockholders would receive cash for each share of their common stock. Based on our review of publicly available information about Joslyn, we propose a price of $32 per share. We think the offer is the appropriate price based on publicly available information, but we would like to conduct a brief, highly focused due diligence investigation in order to explore whether a higher price could be justified. We believe that the transaction we are proposing represents a very attractive opportunity for your stockholders. The price we are offering represents a significant premium over today's closing market price of the Company's common stock--a price that, in our view, already reflects the fact that Danaher is a substantial owner of Joslyn's shares. Our offer is not subject to financing, but is subject to the taking of all necessary actions to eliminate the applicability of, or to satisfy, any anti- takeover or other defensive provisions contained in the applicable corporate statutes or in the Company's charter, by-laws and rights agreement. We are convinced that the combination of our companies will be of great benefit to Joslyn and its stockholders. We also believe that Joslyn's employees, customers and suppliers will benefit from the joining of the complementary strengths of our two companies. Our financial strength and the complementary nature of the businesses of our two companies enables us to move forward quickly to negotiate and to close an agreement. We are prepared to enter into immediate discussions with you and your directors, management and advisors to answer any questions you may have about our offer. We hope that you and your fellow directors will view this offer as we do--an excellent opportunity for the stockholders of the Company to realize full value for their shares to an extent that is not available to them in the marketplace. We trust that Joslyn's Board of Directors will give our offer prompt and serious consideration and will not take any actions that would adversely affect your stockholders' ability to receive the benefits of our proposed transaction. Our sincere desire is to work together with you to reach agreement on a negotiated transaction which can be presented to your stockholders as the joint effort of the directors and managements of both companies. As you can appreciate, it is important that we hear from you as promptly as practicable with respect to our offer. We look forward to hearing from you and to working together on this transaction. Sincerely, George M. Sherman 7 On July 10, 1995, Mr. Bendix and Mr. Wolski telecopied the following letter to Mr. Sherman. July 10, 1995 Mr. George M. Sherman President and Chief Executive Officer Danaher Corporation 1250 24th Street, N.W.--Suite 800 Washington, D.C. 20037 Dear George: We have received your letter dated July 7, 1995 and have forwarded it to our board. Your proposal will be considered at our regularly scheduled meeting on July 19, 1995. Promptly after that meeting, we will either inform you of our board's response or give you an estimated date for such response. As you know, we have recently reconstituted our board. It is now comprised of a majority of independent directors and led by a non-executive chairman. We would not presume to pre-empt or predict their decision. It is not presumptuous, however, to offer the following observations: . In considering your proposal, the board will be weighing it against the excellent prospects of the Company on an independent, stand-alone basis as we begin to see the benefits of new programs which are now being implemented. Anticipated strong second quarter results and the Cyberex acquisition are but two examples. . Even if the board were to determine to abandon the Company's independent status and pursue a business combination, it would first select between a strategic merger and, as you have proposed, a change-in-control transaction. The next decision would be how to pursue such a transaction. In the absence of an unquestionably pre-emptive offer from Danaher, an exclusive negotiation over a change in control transaction is not likely to occur because of the fiduciary duties of our directors. . The guiding principle for our directors will be the best interests of our stockholders. If they determine to pursue a transaction, the Company will do so vigorously. If they determine to continue down our independent path, the Company will pursue all appropriate defenses. Our board will give your proposal a thorough, careful and good faith review on the 19th. We will respond to you shortly after that meeting. Sincerely, William E. Bendix L.G. Wolski cc: Board of Directors of Joslyn Corporation 8 On July 19, 1995, Mr. Bendix and Mr. Wolski telecopied the following letter to Mr. Sherman. July 19, 1995 Mr. George M. Sherman President and Chief Executive Officer Danaher Corporation 1250 24th Street, N.W.--Suite 800 Washington, D.C. 20037 Dear George: As promised, the Board of Directors of Joslyn Corporation and our financial advisor, Goldman, Sachs & Co., have reviewed your company's proposal to acquire Joslyn for $32 per share. The Board has unanimously concluded that entering into merger discussions with you or providing confidential information to you is not in the best interests of Joslyn's shareholders. In reaching this conclusion, the Board has considered, among other things, Joslyn's prospects as an independent company and the implications of its new growth strategy, its financial analysis and the analysis presented by Goldman, Sachs & Co. as well as other alternatives available to Joslyn. Sincerely, William E. Bendix Lawrence G. Wolski cc: Board of Directors of Joslyn Corporation 9 On July 23, 1995, George M. Sherman, the President and Chief Executive Officer of Danaher, telephoned Mr. Bendix to inform him that the Offer would commence on July 24. On July 24, 1995, Purchaser commenced the Offer, and Mr. Sherman called Mr. Wolski, the Acting Chief Executive Officer of the Company and summarized Danaher's press release as to the commencement of the Offer and the commencement of the litigation described below. Danaher also on July 24, telecopied to the Company a copy of Danaher's press release and of the following letter from Mr. Sherman to Mr. Bendix. July 24, 1995 Mr. William E. Bendix Chairman of the Board Joslyn Corporation 30 South Wacker Drive Chicago, IL 60606 Dear Bill: As you know, Danaher Corporation has expressed to you on several occasions our interest in entering into a business combination with Joslyn Corporation (the "Company"). On July 7, 1995, Danaher proposed to you a business combination transaction in which the Company's shareholders would receive $32 in cash for each share of common stock. In the course of our conversations, we requested access to non-public information concerning the Company, under an appropriate confidentiality agreement, so that we could explore whether a higher price would be justified. By your letter dated July 19, you informed us that the Company's directors had concluded that entering into merger discussions with Danaher or providing confidential information to Danaher is not in the best interests of the Company's shareholders. We are disappointed by the Company's rejection of our proposal to negotiate a business combination transaction and to our request for access to information. We fail to see how it could be in the best interests of your shareholders to reject any further discussion with us. While we would have preferred to negotiate a transaction with you, we feel that you have left us no choice but to present a proposal directly to your shareholders. Accordingly, Danaher and TK Acquisition Corporation, an indirect wholly-owned subsidiary of Danaher, are today commencing a tender offer for all of the outstanding shares (and the associated common stock purchase rights) of the Company at a price of $32 net per share in cash. It is our intention to acquire any shares not purchased in the tender offer in a subsequent merger for the same cash consideration paid to shareholders in the tender offer. We would expect customary conditions for a transaction of this type; however, we have secured the financing necessary to fund our offer. We believe that an all cash price of $32 net per share for all shares presents a very attractive opportunity for the Company's shareholders. For the past three years, the Company's stock has generally traded in the low or mid- 20s. Our offer represents an approximately 30% premium over the closing price on the last trading day before our July 7 letter proposing to acquire the Company at $32 per share. In light of the attractive terms of our offer, we request that the Company's Board of Directors make appropriate determinations so that the common stock purchase rights and the restrictions provided in the Illinois Business Combination Law are rendered inapplicable to our tender offer and subsequent merger. We would expect that you will not take any other actions that would be detrimental to the interests of the shareholders. It is our hope that we can proceed to complete a transaction with a minimum of delay. Sincerely, George M. Sherman 10 Also on July 24, 1995, Purchaser commenced litigation against Joslyn in the United States District Court for the Northern District of Illinois seeking, among other things, a preliminary injunction (i) enjoining the operation of the provisions of the Rights Agreement purporting to require approval by the Continuing Directors for redeeming the Rights or taking certain actions with respect to the Rights and the Rights Agreement and (ii) enjoining Joslyn's Board of Directors from treating the tender of shares to Purchaser prior to its acceptance of such shares for purchase, the receipt of authorizations for the calling of the Special Meeting, and the obtaining of revocable proxies or consents to vote shares as vesting beneficial ownership of such shares in Purchaser for purposes of Section 7.85 of the IBCA. In addition, Purchaser's lawsuit seeks, among other things, to prohibit the Board of Directors of Joslyn from breaching their fiduciary duties to Joslyn and its shareholders, through issuance of an order (i) compelling the Board of Directors of Joslyn to redeem the Rights or to make the Rights inapplicable to the Offer and the Proposed Merger; (ii) enjoining the Board of Directors of Joslyn from using Illinois' business combination statutes to interfere with or prevent Purchaser's Offer and Proposed Merger; (iii) compelling the Board of Directors of Joslyn to approve the Offer and the Proposed Merger for purposes of the Business Combination Law; (iv) declaring that no state laws other than those of Illinois that purport to regulate business combinations of Joslyn apply to Purchaser's Offer and Proposed Merger; (v) enjoining Joslyn from instituting proceedings in any other court or forum concerning or related to Purchaser's Offer and Proposed Merger and (vi) enjoining the Board of Directors of Joslyn from taking any other steps to interfere with or prevent Purchaser's Offer and Proposed Merger. Danaher filed on July 24, 1995 with the Federal Trade Commission and the Antitrust Division of the Department of Justice a Premerger Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and the regulations thereunder (the "HSR Act") with respect to the Offer. Accordingly, the waiting period under the HSR Act applicable to the Offer will expire at 11:59 P.M., New York City time, on August 8, 1995, unless prior to the expiration or termination of the waiting period, the FTC or the Antitrust Division extends the waiting period by requesting additional information from the Danaher. If such a request is made, the waiting period applicable to the Offer will expire on the tenth calendar day after the date of substantial compliance by the Danaher with such request. Thereafter, the waiting period may only be extended by court order. TERMS AND CONDITIONS OF THE OFFER As described above, on July 24, 1995, Purchaser commenced the Offer at a purchase price of $32 net per Share in cash. As stated in the Offer to Purchase, the purpose of the Offer is to acquire control of, and the entire equity interest in, Joslyn. Purchaser currently intends, as soon as practicable following consummation of the Offer, to propose and seek to have Joslyn consummate the Proposed Merger. The Offer is subject to the fulfillment of certain conditions, including, without limitation, the following: (1) MINIMUM CONDITION. CONSUMMATION OF THE OFFER IS CONDITIONED (THE "MINIMUM CONDITION") UPON THERE BEING VALIDLY TENDERED AND NOT PROPERLY WITHDRAWN PRIOR TO THE EXPIRATION DATE (AS DEFINED IN THE OFFER TO PURCHASE) THAT NUMBER OF SHARES WHICH, WHEN AGGREGATED WITH THE SHARES CURRENTLY OWNED BY DANAHER, REPRESENT AT LEAST TWO-THIRDS OF THE TOTAL NUMBER OF SHARES OUTSTANDING ON A FULLY DILUTED BASIS ON THE DATE OF PURCHASE. FOR PURPOSES OF THIS OFFER "ON A FULLY DILUTED BASIS" MEANS, AS OF ANY DATE, THE NUMBER OF SHARES OUTSTANDING, TOGETHER WITH SHARES THAT JOSLYN IS OR MAY BECOME REQUIRED TO ISSUE PURSUANT TO OBLIGATIONS OUTSTANDING AT THAT DATE UNDER CONVERTIBLE SECURITIES, EMPLOYEE AND DIRECTOR STOCK OPTIONS, OR OTHERWISE. According to Joslyn's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995 ("Joslyn's First Quarter 10-Q") filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of May 11, 1995, there were 7,162,000 Shares outstanding. According to Joslyn's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 ("Joslyn's 1994 10-K"), filed with the Commission pursuant to the Exchange Act, there were options to purchase 344,008 Shares outstanding at December 31, 1994 and 1,737,242 Shares remaining available for grant under Joslyn's Employee Stock Benefit 11 Plan ("Joslyn's Employee Stock Plan") and Joslyn's Stock Option Plan ("Joslyn's Stock Plan"). Information is not currently publicly available with respect to the number of Shares subject to options pursuant to Joslyn's recently-adopted Non-Employee Director Stock Plan ("Joslyn's Outside Director Stock Plan"). Accordingly, based on publicly available information, there are 7,506,008 Shares outstanding on a fully diluted basis (of which Danaher, through its wholly owned subsidiary DH Holdings Corp., owns 613,550 Shares), assuming (1) that no Shares were issued or acquired by Joslyn after March 31, 1995, (2) no options are outstanding with respect to Joslyn's Outside Director Stock Plan, (3) no exercise of the options outstanding as of December 31, 1994 prior to the Expiration Date, and (4) that as of the Expiration Date there are no other obligations to issue Shares. Based on the foregoing, the Minimum Condition would be satisfied if at least 4,161,117 Shares are validly tendered pursuant to the Offer and not properly withdrawn. The Purchaser will make a determination as to whether the Minimum Condition has been satisfied based on the best information available to it at the time of such determination. RIGHTS CONDITION. CONSUMMATION OF THE OFFER IS CONDITIONED UPON THE RIGHTS ISSUED PURSUANT TO THE RIGHTS AGREEMENT, DATED AS OF FEBRUARY 10, 1988, AS AMENDED AS OF SEPTEMBER 2, 1994 (THE "RIGHTS AGREEMENT") BETWEEN JOSLYN AND THE FIRST NATIONAL BANK OF CHICAGO HAVING BEEN REDEEMED BY JOSLYN'S BOARD OF DIRECTORS OR PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, THAT SUCH RIGHTS HAVE BEEN INVALIDATED OR OTHERWISE ARE INAPPLICABLE TO THE OFFER AND THE PROPOSED MERGER (THE "RIGHTS CONDITION"). THE RIGHTS ARE DESCRIBED IN JOSLYN'S FORM 8-A/A, DATED SEPTEMBER 9, 1994 ("JOSLYN'S 8-A/A"), AND SUCH DESCRIPTION IS SUMMARIZED HEREIN. According to Joslyn's 8-A/A, a person who beneficially owns 15% or more of the outstanding Shares is deemed to be an "Acquiring Person" for purposes of the Rights Agreement, provided that such term excludes certain persons who inadvertently come to own beneficially 15% or more of the outstanding Shares and who promptly divest a sufficient number of Shares so that such persons would no longer be Acquiring Persons. As of the date hereof, Danaher, through its wholly owned subsidiary DH Holdings Corp., owned an aggregate of 613,550 Shares. If Danaher or Purchaser acquires any additional Shares, which together with the 613,550 Shares already owned by Danaher represent 15% or more of the outstanding Shares, unless prior to such time the Rights are redeemed or invalidated or otherwise inapplicable to the Offer, each holder of record of a Right (other than Danaher and Purchaser, according to the terms of the Rights Agreement) will have the right to receive, upon exercise of the Right, Shares having a purchase price at the time of the transaction equal to the greater of (i) 20% of the then current market price per Share and (ii) the par value per Share. In the event that, once a person has become an Acquiring Person, (i) Joslyn is acquired in a share exchange or in a merger or consolidation in which Joslyn is not the surviving corporation or in which all or part of the outstanding Shares is changed into or exchanged for securities of any other person, cash or any other property or (ii) more than 50% of Joslyn's consolidated assets or earning power is sold or transferred to any person (other than Joslyn, any subsidiary of Joslyn or any employee benefit plan of Joslyn or of any subsidiary of Joslyn), each holder of a Right (other than Danaher and Purchaser, according to the terms of the Rights Agreement) shall thereafter have the right to receive, upon exercise of the Right, such number of shares of common stock of the acquiring company as shall have a value equal to two times the exercise price of the Right. As a result, the Rights could make Danaher's acquisition of Joslyn prohibitively expensive by severely diluting Danaher's equity interest and voting power. According to Joslyn's 8-A/A, at any time until the earlier of (i) fifteen days after the date of public announcement that a person has become an Acquiring Person or (ii) the date of expiration of the Rights pursuant to the Rights Agreement, the Board of Directors of Joslyn may redeem the Rights in whole, but not in part, at a price of $0.03333 per Right. Immediately upon the action of the Board of Directors of Joslyn authorizing redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive $0.03333 per Right. Under certain circumstances set forth in the Rights Agreement, the decision to redeem is stated to require the concurrence of a majority of the Continuing Directors, defined to mean any member of the Board of Directors of Joslyn who was a member of the Board prior to the date of the Rights Agreement, and any person who is subsequently elected to the Board if such person is recommended or approved 12 by a majority of the Continuing Directors, but not to include an Acquiring Person, any affiliate or associate of an Acquiring Person, or any representative of the foregoing entities. According to Joslyn's 8-A/A, until the Distribution Date (as defined in the Offer to Purchase), the Rights will not be exercisable and will be represented by and transferred with, and only with, the associated Shares and the surrender for transfer of any of the certificates representing Shares (the "Share Certificates") will also constitute the transfer of the Rights associated with the Shares represented by such Share Certificates. According to Joslyn's 8-A/A, the Rights Agreement provides that the Rights will become exercisable after the Distribution Date and, as soon as practicable following the Distribution Date, separate certificates representing the Rights ("Rights Certificates") will be mailed to holders of record of Shares as of the Distribution Date, and thereafter the Rights Certificates alone will evidence the Rights. Based on publicly available information, Purchaser believes that currently the Rights are not exercisable, Rights Certificates have not been issued and the Rights are evidenced by the Share Certificates. Under the Rights Agreement, as a result of the announcement of the Offer, the Purchaser believes that the Distribution Date will be as early as August 7, 1995, unless prior to such date Joslyn's Board of Directors redeems or otherwise makes inapplicable to the Offer the Rights or takes action to delay the Distribution Date. Purchaser has requested that Joslyn's Board of Directors redeem the Rights or take such other action as is necessary to make the Rights inapplicable to the Offer. Purchaser believes that under the circumstances of the Offer, and under applicable law, the Board of Directors of Joslyn has a fiduciary obligation to redeem the Rights (or to amend the Rights Agreement to make the Rights inapplicable to the Offer and the Proposed Merger). However, there can be no assurance that the Board of Directors of Joslyn will redeem the Rights (or so amend the Rights Agreement). Purchaser has commenced litigation against Joslyn and its directors in the United States District Court for the Northern District of Illinois (the "Court") seeking, among other things, a preliminary injunction enjoining the operation of the provisions of the Rights Agreement purporting to require approval by the Continuing Directors to redeem the Rights or to make the Rights inapplicable to the Offer and the Proposed Merger. At the Special Meeting, Purchaser expects to seek to remove the members of the current Board of Directors of Joslyn and to replace them with Purchaser Nominees, who, if elected, intend to redeem the Rights (or amend the Rights Agreement to make the Rights inapplicable to the Offer and the Proposed Merger) subject to the fulfillment of the fiduciary duties that they would have as directors of Joslyn. Redemption of the Rights (or such an amendment to the Rights Agreement) by the current Board of Directors, or, if the provisions of the Rights Agreement relating to the requirement for approval by the Continuing Directors have been declared invalid, by the nominees of Purchaser, would satisfy the Rights Condition. BUSINESS COMBINATION CONDITION. CONSUMMATION OF THE OFFER IS CONDITIONED UPON PURCHASER BEING SATISFIED, IN ITS SOLE DISCRETION, THAT AFTER CONSUMMATION OF THE OFFER, THE RESTRICTIONS CONTAINED IN SECTIONS 7.85 AND 11.75 OF THE IBCA (TOGETHER, THE "BUSINESS COMBINATION LAW") WILL NOT APPLY TO THE PROPOSED MERGER OR OTHER BUSINESS COMBINATION (AS DEFINED THEREIN) TO WHICH PURCHASER IS DIRECTLY OR INDIRECTLY A PARTY (THE "BUSINESS COMBINATION CONDITION"). The Proposed Merger, including, without limitation, the timing and details thereof, is subject to, among other things, the provisions of the IBCA, including, without limitation, the Business Combination Law. The two relevant Sections of the Business Combination Law are summarized below. Section 7.85 Section 7.85 of the IBCA provides that an Illinois corporation, such as Joslyn, may not engage in any "Business Combination" (defined to include a variety of transactions, including, without limitation, a merger) with any "Interested Shareholder" (defined for purposes of Section 7.85 as a person that directly or indirectly beneficially owns 10% or more of the corporation's outstanding voting stock), or any affiliate of an Interested Shareholder, at any time unless (i) two-thirds of the Disinterested Directors (as defined below) of such 13 corporation approved the Business Combination, (ii) the Business Combination is approved by the holders of at least (a) 80% of the outstanding voting stock of the corporation and (b) a majority of the combined voting power of the corporation's voting stock which is not owned by the Interested Shareholder or its affiliates or associates, or (iii) the Business Combination meets certain "fair price" and "fair process" requirements, which (a) set minimum levels for consideration to be received by shareholders, (b) disallow certain preferential arrangements between the corporation and the Interested Shareholder and (c) require that a proxy or information statement describing the business combination be mailed to shareholders at least 30 days prior to the consummation of the business combination. A "Disinterested Director" is a director who (a) is neither the Interested Shareholder nor an affiliate or associate of the Interested Shareholder; (b) was a member of the board of directors prior to the time that the Interested Shareholder became such, or was recommended to succeed a Disinterested Director by a majority of the Disinterested Directors then in office; and (c) was not nominated for election as a director by the Interested Shareholder or any affiliate or associate thereof. Section 11.75 Section 11.75 of the IBCA provides that an Illinois corporation, such as Joslyn, may not engage in any Business Combination with any "Interested Shareholder" (defined for purposes of Section 11.75 as a person that directly or indirectly, by itself or with or through any of the affiliates or associates, beneficially owns 15% or more of the corporation's outstanding voting stock) for three years after the date on which the Interested Shareholder becomes an Interested Shareholder, unless (i) prior to the date such Interested Shareholder became an Interested Shareholder, the board of directors of such corporation approved either the Business Combination or the transaction which resulted in the shareholder becoming an Interested Shareholder, (ii) upon consummation of the transaction which resulted in the shareholder becoming an Interested Shareholder, the Interested Shareholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced (excluding, for purposes of determining the number of shares outstanding, those shares held by (A) persons who are directors and also officers of the corporation and (B) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer) or (iii) on or subsequent to the date the shareholder becomes an Interested Shareholder, the Business Combination is (a) approved by the board of directors of the corporation and (b) authorized at an annual or special meeting of shareholders by the affirmative vote of the holders of at least two-thirds of the outstanding voting stock of the Corporation which is not owned by the Interested Shareholder. The Business Combination Condition would be satisfied if (i) both of the following conditions (a) and (b) are satisfied, or (ii) if Purchaser, in its sole discretion, were satisfied that the Business Combination Law was invalid or its restrictions were otherwise inapplicable to Purchaser in connection with the Proposed Merger for any reason, including, without limitation, those specified in the Business Combination Law: (a) the Board of Directors of Joslyn approved the Offer and the Proposed Merger prior to consummation of the Offer, or if, upon consummation of the Offer, Purchaser owned at least 85% of the total voting stock of Joslyn outstanding at the time the transaction commenced (excluding, for purposes of determining the number of shares outstanding, those shares held by (A) persons who are directors and also officers of the corporation and (B) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer), and (b) two-thirds of Joslyn's Disinterested Directors approved the Proposed Merger, or the holders of 80% of the Shares and a majority of the disinterested shareholders of Joslyn approved the Proposed Merger, or the Proposed Merger were found to meet the "fair price" and "fair process" requirements outlined above and described in detail in the Offer to Purchase. Purchaser has requested that the Board of Directors approve the Offer and Proposed Merger for purposes of the Business Combination Law. There can be no assurance that the Board of Directors will do so. If the Board does not so approve the Offer and Proposed Merger but both conditions (a) and (b) above can be satisfied 14 otherwise, then the restrictions on business combinations contained in the Business Combination Law would not be applicable. Purchaser has commenced litigation against Joslyn and all of its directors in the Court seeking, among other things, an order compelling the Board of Directors of Joslyn to approve the Offer and the Proposed Merger for purposes of the Business Combination Law, on the grounds that failure to do so would constitute a breach of fiduciary duty to Joslyn's shareholders. At the Special Meeting, Purchaser expects to seek to remove the members of the current Board of Directors of Joslyn and to replace them with the Purchaser Nominees, who, if elected, intend to approve the Offer and the Proposed Merger under the Business Combination Law, subject to the fulfillment of the fiduciary duties that they would have as Directors of Joslyn. Approval of the Offer and the Proposed Merger under the Business Combination Law would satisfy the Business Combination Condition. The Offer is also subject to other terms and conditions which are described in the Offer to Purchase and the related Letter of Transmittal, copies of which are available from D.F. King & Co., Inc. at the address and telephone number set forth on the back cover of this Solicitation Statement. As described above, Danaher and Purchaser urge you to obtain a copy of the Offer to Purchase, the Letter of Transmittal and other Offer documents. SOLICITATION OF AGENT DESIGNATIONS Agent Designations may be solicited by mail, telephone or telecopier and in person. Solicitations may be made by directors, officers, investor relations personnel and other employees of Danaher or Purchaser, none of whom will receive additional compensation for such solicitations. Danaher has requested banks, brokerage houses and other custodians, nominees and fiduciaries to forward all of its solicitation materials to the beneficial owners of the Shares they hold of record. Danaher will reimburse these record holders for customary clerical and mailing expenses incurred by them in forwarding these materials to their customers. Danaher has retained D.F. King & Co., Inc. ("D.F. King") for solicitation and advisory services in connection with this solicitation of Agent Designations. D.F. King will be paid an aggregate fee of approximately $ for acting (a) as proxy solicitor in connection with (i) this solicitation of Agent Designations, and (ii) the solicitation of proxies for the Special Meeting if it is called, and (b) as Information Agent in connection with the Offer. D.F. King may also receive additional reasonable and customary compensation for providing additional advisory services in connection with this solicitation of Agent Designations and the other proxy solicitations described in this paragraph. Danaher has also agreed to reimburse D.F. King for its reasonable out-of-pocket expenses and to indemnify D.F. King against certain liabilities and expenses, including liabilities and expenses under the federal securities laws. D.F. King will solicit Agent Designations from individuals, brokers, banks, bank nominees and other institutional holders. Merrill Lynch is acting as Danaher's financial advisor in connection with the Offer and the Proposed Merger, and as Dealer Manager for the Offer. As compensation for such services, Danaher has agreed to pay Merrill Lynch a fee of $500,000, $400,000 of which fee is payable upon commencement by Danaher or one of its affiliates of a tender offer or exchange offer for securities of the Company. Danaher has also agreed to pay Merrill Lynch a fee of up to $2,000,000 (less any fees theretofore paid) contingent upon consummation of an Acquisition Transaction. "Acquisition Transaction" has been defined to include (i) any merger, consolidation, reorganization or other business combination pursuant to which the business of the Company is combined with that of Danaher or one of its affiliates; (ii) the acquisition, directly or indirectly, by Danaher or one of its affiliates by tender or exchange offer, negotiated purchase or other means of at least 50% of the then outstanding capital stock of the Company; (iii) the acquisition, directly or indirectly, by Danaher or one of its affiliates of at least 50% of the assets of, or of any right to all or a substantial portion of the revenues or income of the Company; or (iv) the acquisition, directly or indirectly, by Danaher or one of its affiliates of control of the Company through a 15 proxy contest or otherwise than through the acquisition of the Company's voting capital stock. In addition, Danaher has agreed to reimburse Merrill Lynch for its reasonable out-of-pocket expenses, including, without limitation, reasonable fees and disbursement of its counsel, incurred in connection with the Offer and the Proposed Merger or otherwise arising out of Merrill Lynch's engagement and to indemnify Merrill Lynch (and certain affiliated persons) against certain liabilities and expenses, including, without limitation, certain liabilities under the federal securities laws. Merrill Lynch may from time to time in the future render various investment banking services to Danaher and its affiliates, for which it is expected it would be paid customary fees. In connection with Merrill Lynch's engagement as financial advisor, Danaher anticipates that employees of Merrill Lynch may communicate in person, by telephone or otherwise with a limited number of institutions, brokers or other persons who are Joslyn shareholders for the purpose of assisting in the solicitation of Agent Designations as well as for the solicitations of proxies for the Special Meeting, if called. Merrill Lynch will not receive any fee for or in connection with such solicitation activities apart from the fees which it is otherwise entitled to receive as described above. The entire expense of soliciting Agent Designations is being borne by Danaher or a direct or indirect subsidiary of Danaher. Neither Danaher nor any such subsidiary will seek reimbursement for such expenses from Joslyn. Costs incidental to these solicitations of Agent Designations include expenditures for printing, postage, legal and related expenses and are expected to be approximately $ . Total costs incurred to date in furtherance of or in connection with these solicitations of Agent Designations are approximately $ . SHAREHOLDER PROPOSALS According to Joslyn's Proxy Statement for its 1995 Annual Meeting, any notice of a qualified shareholder submitting a proposal for the 1996 Annual Meeting of Shareholders of the Company must be in proper form and must be received by Joslyn no later than November 29, 1995. OTHER INFORMATION Danaher is a Delaware corporation which operates a variety of businesses through its wholly owned subsidiaries. These businesses are conducted in three business segments: Tools, Process/Environmental Controls and Transportation. Danaher is the principal manufacturer of Sears, Roebuck and Co.'s Craftsman line and the National Automotive Parts Association line of mechanics' hand tools. Danaher 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, Danaher is a leading producer of leak detection sensors for underground fuel storage tanks and motion, temperature, pressure and flow control devices. Danaher'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." Approximately 34.3% of the outstanding common stock of Danaher is beneficially owned by Equity Group Holdings ("EGH" and, together with Danaher and the Purchaser, the "Purchaser Entities"), a District of Columbia general partnership of which Steven M. Rales and Mitchell P. Rales, each of whom is a director and executive officer of Danaher and a director of Purchaser, are the general partners. Together with certain other shares of common stock which are beneficially owned by such individuals, such individuals beneficially own approximately 43.1% of the outstanding common stock of Danaher. EGH is principally engaged in the business of investing in manufacturing companies, radio broadcasting companies and publicly traded securities. The principal executive offices of EGH are located at 1250 24th Street, N.W., Suite 800, Washington, D.C. 20037. The principal address of Danaher is 1250 24th Street, N.W., Suite 800, Washington, D.C. 20037. Purchaser was incorporated in Delaware on June 2, 1995 for the purpose of acquiring Joslyn and has engaged in no activities to date other than those incidental to its organization and the proposed acquisition of Joslyn. The principal address of Purchaser is 1250 24th Street, N.W., Suite 800, Washington, D.C. 20037. Certain information about the 16 directors and executive officers of Danaher and Purchaser and certain employees and other representatives of Danaher who may also assist D.F. King & Co., Inc. in soliciting proxies is set forth in the attached Schedule I. Schedule II sets forth certain information relating to Shares owned by Danaher, Purchaser, their directors and executive officers, such employees and other representatives and certain transactions between any of them and Joslyn. Schedule III sets forth certain information, as made available in public documents, regarding Shares held by Joslyn's principal shareholders and by its management. THIS SOLICITATION STATEMENT IS NEITHER A REQUEST FOR THE TENDER OF SHARES NOR AN OFFER WITH RESPECT THERETO. PURCHASER'S OFFER IS BEING MADE ONLY BY MEANS OF THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL, AS FILED WITH THE COMMISSION. PLEASE INDICATE YOUR SUPPORT OF PURCHASER'S OFFER BY COMPLETING, SIGNING AND DATING THE ENCLOSED GOLD AGENT DESIGNATION AND RETURNING IT PROMPTLY TO DANAHER C/O D.F. KING & CO., INC., 77 WATER STREET, NEW YORK, NEW YORK 10005, IN THE ENCLOSED ENVELOPE. NO POSTAGE IS NECESSARY IF THE ENVELOPE IS MAILED IN THE UNITED STATES. DANAHER CORPORATION TK ACQUISITION CORPORATION , 1995 17 SCHEDULE I The following table sets forth the name, business address and principal occupation or employment of (i) each Director and executive officer of Danaher and Purchaser and (ii) certain employees and other representatives who may also assist D.F. King & Co., Inc. in soliciting proxies from Joslyn shareholders. DIRECTORS AND EXECUTIVE OFFICERS OF DANAHER AND PURCHASER DANAHER Set forth below are the name, business address and present principal occupation or employment, and material occupations, positions, offices or employments for the past five years of each director and executive officer of Danaher. Except as otherwise noted, the business address of each such person is 1250 24th Street N.W., Washington, D.C. 20037 and each such person is a United States citizen. In addition, except as otherwise noted, each director and executive officer of Danaher has been employed in his or her present principal occupation listed below during the last five years. Directors of Danaher are indicated by an asterisk.
POSITIONS, OFFICES OR NAME AND BUSINESS ADDRESS EMPLOYMENT FOR PAST FIVE YEARS - ------------------------- ------------------------------ Patrick W. Allender..... Mr. Allender is Senior Vice President, Chief Financial Officer and Secretary of Danaher. He has held such position since 1987. C. Scott Brannan........ Mr. Brannan is Vice President Administration and Controller of Danaher. He has held such position since 1987. Mortimer M. Caplin*..... Mr. Caplin has been Senior member of Caplin & Drysdale, Caplin & Drysdale a law firm in Washington, D.C. for more than five One Thomas Circle, N.W. years. He is a Director of Fairchild Industries, Inc., Suite 1100 Fairchild Corporation, Presidential Realty Corporation Washington, D.C. 20005 and Unigene Laboratories, Inc. Dennis D. Claramunt..... Mr. Claramunt was appointed Vice President and Group Executive of Danaher in 1994. He has served as President of Jacobs Chuck Manufacturing Company for more than five years. James H. Ditkoff........ Mr. Ditkoff was appointed Vice President-Finance/Tax of Danaher in January, 1991. He has served in an executive capacity in finance/tax for Danaher since 1988. Donald J. Ehrlich*...... Mr. Ehrlich has been President, Chief Executive Officer Wabash National Corpo- and Director of Wabash National Corporation since its ration inception in 1985. He is a Director of Indiana 1000 Sagamore Parkway Secondary Market for Educational Loans, Inc. and NBD South Bank, N.A., Northwest. Lafayette, IN 47905 Walter G. Lohr, Jr.*.... Mr. Lohr has been a Partner of Hogan & Hartson, a law Hogan & Hartson firm in Baltimore, Maryland since 1992. He was an 111 South Calvert attorney in private practice from 1987 to 1992. Street Suite 1600 Baltimore, MD 21202- 6191 Mitchell P. Rales*...... Mr. Rales is Chairman of the Executive Committee of Danaher. He has held such position since February 1990. He has been a General Partner of Equity Group Holdings, a general partnership located in Washington, D.C., with interests in manufacturing companies, media operations, and publicly traded securities, since 1979.
POSITIONS, OFFICES OR NAME AND BUSINESS ADDRESS EMPLOYMENT FOR PAST FIVE YEARS - ------------------------- ------------------------------ Steven M. Rales*........ Mr. Rales is Chairman of the Board of Danaher, a position he has held since 1984. He was Chief Executive Officer of Danaher until February 1990. He has been a General Partner of Equity Group Holdings, a general partnership located in Washington, D.C., with interests in manufacturing companies, media operations, and publicly traded securities, since 1979. George M. Sherman*...... Mr. Sherman is President, Chief Executive Officer and Director of Danaher. He has held such positions since February 1990. A. Emmet Stephenson, Mr. Stephenson has been President of Stephenson and Jr.*................... Co., a private investment management firm in Denver, Stephenson & Company Colorado and Senior Partner of Stephenson Merchant 100 Garfield Street Banking for more than five years. Denver, CO 80206 John P. Watson.......... John P. Watson Mr. Watson was appointed Vice President and Group Executive of Danaher in 1993. He has served Danaher in an executive capacity in its Tool Group since September, 1990. He was Executive Vice President for the Sterling Group, a division of the Kohler Company, prior thereto.
THE PURCHASER Set forth below are the name and position with the Purchaser of each director and executive officer of the Purchaser. The principal business address of each such person is 1250 24th Street N.W., Washington, D.C. 20037. Each such person is a United States citizen. No such person owns, beneficially or otherwise, any Shares.
PRESENT OFFICE OR OTHER PRINCIPAL OCCUPATION OR NAME EMPLOYMENT ---- ----------------------- Mitchell P. Rales.............................. Director. Steven M. Rales................................ Director. George M. Sherman.............................. President and Director. Patrick W. Allender............................ Vice President and Treasurer C. Scott Brannan............................... Vice President and Secretary
2 CERTAIN EMPLOYEES AND OTHER REPRESENTATIVES OF DANAHER WHO MAY ALSO SOLICIT PROXIES
PRESENT PRINCIPAL OCCUPATION NAME OR EMPLOYMENT ---- ---------------------------- William Rifkin........................... Managing Director, Merrill Lynch & Co. Merrill Lynch & Co. World Financial Center North Tower New York, NY 10281-1330 Paul Stefanick........................... Director, Merrill Lynch & Co. Merrill Lynch & Co. World Financial Center North Tower New York, NY 10281-1330 Alan Goodstadt........................... Associate, Merrill Lynch & Co. Merrill Lynch & Co. World Financial Center North Tower New York, NY 10281-1330 Linda Green.............................. Analyst, Merrill Lynch & Co. Merrill Lynch & Co. World Financial Center North Tower New York, NY 10281-1330
3 SCHEDULE II SHARES HELD BY DANAHER, PURCHASER, THEIR DIRECTORS AND EXECUTIVE OFFICERS, CERTAIN EMPLOYEES AND OTHER REPRESENTATIVES OF DANAHER Danaher, through its wholly owned subsidiary DH Holdings Corp., currently beneficially owns 613,550 Shares. Except as disclosed above, none of Danaher, Purchaser or their Directors or executive officers owns any securities of Joslyn, beneficially or of record, has entered into any purchase or sale of any such securities within the past two years or is or was within the past year a party to any contract, arrangement or understanding with any person with respect to any Shares. Except as disclosed in this solicitation statement, to the best knowledge of Danaher, Purchaser and their Directors or executive officers, none of their associates beneficially owns, directly or indirectly, any securities of Joslyn. In the ordinary course of its business, Merrill Lynch & Co. may trade the securities of Joslyn for its own account and the accounts of its customers and, accordingly, may at any time hold a long or short position in such securities. As of July 20, 1995, Merrill Lynch & Co. held a net long position of less than 1% of the Shares. SCHEDULE III PRINCIPAL SHAREHOLDERS OF JOSLYN AND SHAREHOLDINGS OF JOSLYN'S MANAGEMENT Set forth below is information regarding Shares owned by (i) those persons owning more than 5% of the outstanding Shares and (ii) directors and executive officers of Joslyn as a group. Such information is derived from Joslyn's proxy statement for its 1995 Annual Meeting of Shareholders and subsequent filings on Schedule 13D and Schedule 13G, as described in the footnotes below.
AMOUNT AND NATURE OF BENEFICIAL SHAREHOLDERS OWNERSHIP (A) - ------------ ------------------------------- NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS ------------------- -------------------- ---------- Robert D. MacDonald, James H. Ingersoll & David 646,754(a) 9% L. Everhart, Trustees......................... 150 N. Michigan Avenue, Suite 2500 Chicago, Illinois 60601 Danaher Corporation............................ 613,550(b) 8.6% 1250 24th Street, N.W. Washington, D.C. 20037 Joslyn Retirement Plans' Company Stock Trust... 445,188(c) 6.2% 30 South Wacker Drive Chicago, Illinois 60606 Pioneering Management Corporation.............. 430,337(d) 6% 60 State Street Boston, Massachusetts 02109
- -------- (a) Includes 480,085 shares held by Messrs. MacDonald, Ingersoll and Everhart as co-trustees of the Alice Newell Joslyn Trust and the Marcellus Lindsey Joslyn Trust. These trusts have sole voting and dispositive power with respect to the shares in each trust. In addition to the 480,085 shares held with co-trustees Messrs. Ingersoll and Everhart, Mr. MacDonald holds 166,669 shares as a trustee of other trusts. (b) Danaher Corporation has reported in Amendment No. 1 to Form 13D filed on July 10, 1995, that it has sole voting power as to 613,550 shares. (c) Joslyn Retirement Plans' Company Stock Trust ("Trust") has sole voting and investment power for 43,173 of such shares and shared voting and investment power for 402,015 of such shares. The Trust beneficially owns certain of the above shares for the Corporation's Employees' Savings and Profit Sharing Plan ("Profit Sharing Plan") and the Trustee has power to dispose of such shares; provided, however, that in the event of a tender or exchange offer, the participants generally have the right to direct the Trustee on how to respond to the tender or exchange offer. (d) Pioneering Management Corporation has reported in its Form 13G that it has sole voting power as to 430,337 and shared dispositive power as to 430,337 Shares. (a) The Commission has defined "beneficial owner" of a security to include any person who has or shares voting power or investment power with respect to any such security or has the right to acquire beneficial ownership of any such security within 60 days. Unless otherwise indicated, (i) the amounts owned reflect direct beneficial ownership and (ii) the person indicated has sole voting and investment power. Except as otherwise noted, the information concerning Joslyn in this Solicitation Statement has been taken from or is based upon documents and records on file with the Commission and other publicly available information. Neither Purchaser nor Danaher takes any responsibility for the accuracy or completeness of the information contained in such documents and records, or for any failure by Joslyn or any other third party to disclose events that may have occurred and may affect the significance or accuracy of any such information but which are unknown to Purchaser and Danaher. IMPORTANT Your Agent Designation is important. No matter how many Shares you own, please give Danaher your Agent Designation by: SIGNING the enclosed GOLD Agent Designation, DATING the enclosed GOLD Agent Designation, and MAILING the enclosed GOLD Agent Designation TODAY in the envelope provided (no postage is required if mailed in the United States) to D.F. King & Co., Inc. at the address below. If you have any questions, would like a copy of the Offer to Purchase, the Letter of Transmittal and related documents, or require any additional information concerning this Solicitation Statement or the Offer, please contact D.F. King & Co., Inc. at the address set forth below. If any of your Shares are held in the name of a brokerage firm, bank, bank nominee or other institution, only it can execute the Agent Designation. Accordingly, please contact the person responsible for your account and instruct that person to execute the GOLD Agent Designation. D.F. King & Co., Inc. 77 Water Street New York, New York 10005 If you have any questions or need assistance in voting your shares please contact: D.F. King & Co., Inc. 77 Water Street New York, New York 10005 (212) 269-5550 (Call Collect) or Call Toll-Free (800) 758-7358 2 THIS AGENT DESIGNATION IS SOLICITED BY DANAHER CORPORATION AND TK ACQUISITION CORPORATION FOR THE APPOINTMENT OF DESIGNATED AGENTS TO CALL A SPECIAL MEETING OF SHAREHOLDERS OF JOSLYN CORPORATION. Each of the undersigned hereby constitutes and appoints Danaher Corporation, and TK Acquisition Corporation, and each of them, each with full power of substitution, the proxies and agents of each of the undersigned (said proxies and agents, together with each substitute appointed by any of them, if any, collectively, the "Designated Agents") in respect of all Common Shares, par value $1.25 per share, and the associated common stock purchase rights, of Joslyn Corporation ("Joslyn") owned by the undersigned to do any or all of the following, to which each of the undersigned hereby consents: 1. To take all such action as shall be necessary or appropriate to call (BUT NOT TO VOTE AT) and/or to request the Secretary of Joslyn to call, a special meeting of the shareholders of Joslyn (the "Special Meeting") for the following purposes: A. To consider and vote upon a proposal to remove all of the incumbent Directors of Joslyn, to amend the By-Laws of Joslyn to fix the number of directors of Joslyn at three and to elect new directors to fill the vacancies resulting from such removal. B. To consider and vote upon any other matter that properly comes before the Special Meeting and any adjournment thereof. 2. To take action to effect the fixing of the date, time and place of the Special Meeting and any adjournment thereof. 3. To request the Board of Directors of Joslyn to fix the record date for the determination of the shareholders of Joslyn, who are entitled to receive notice of and to vote at the Special Meeting and any adjournment thereof. 4. To take action to effect the giving of notice of the Special Meeting and any adjournment thereof to Joslyn shareholders entitled thereto. 5. To exercise any and all of the other rights of each of the undersigned and take such other actions as the Designated Agents may deem necessary or appropriate in connection with, (i) calling or requesting the Secretary of Joslyn to call the Special Meeting, (ii) causing notice of the Special Meeting and any adjournment thereof to be given to Joslyn shareholders, (iii) causing a record date to be fixed for the determination of Joslyn shareholders entitled to notice of and to vote at the Special Meeting and at any adjournment thereof, and (iv) causing the purposes of the authority expressly granted hereinabove to the Designated Agents to be carried into effect; provided, however, that NOTHING CONTAINED IN THIS INSTRUMENT SHALL BE CONSTRUED TO GRANT TO THE DESIGNATED AGENTS THE RIGHT, POWER OR AUTHORITY TO VOTE ANY SHARES OWNED BY THE UNDERSIGNED AT THE SPECIAL MEETING. Dated: _________ __, 1995 ____________________________ (Signature) ____________________________ (Signature, if jointly held) Title: _____________________ Please sign exactly as name appears hereon. When Shares are held by joint tenants, both should sign. When signing as an attorney, executor, administrator, trustee or guardian, give full title as such. If a corporation, sign in full corporate name by President or other authorized officer. If a partnership, sign in partnership name by authorized person. PLEASE SIGN, DATE AND MAIL PROMPTLY IN THE ENCLOSED ENVELOPE. 2 -----END PRIVACY-ENHANCED MESSAGE-----