-----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, CEscGG7BK+JKpl8KzHfxyVhv5nOR29pbBjMaxcCRpq7lPyJd6zyie6ElQ9T3WHwg pOBTsB2sMy/KaF5xSsNVjg== 0001015015-96-000001.txt : 19960522 0001015015-96-000001.hdr.sgml : 19960522 ACCESSION NUMBER: 0001015015-96-000001 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960521 SROS: NYSE SUBJECT COMPANY: 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: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-31677 FILM NUMBER: 96570540 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EQUITY GROUP HOLDINGS II LLC CENTRAL INDEX KEY: 0001015015 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1250 24TH ST NW STREET 2: 8TH FL CITY: WASHINGTON STATE: DC ZIP: 20037 BUSINESS PHONE: 2028280060 MAIL ADDRESS: STREET 1: 1250 24TH ST NW STREET 2: 8TH FL CITY: WASHINGTON STATE: DC ZIP: 20037 SC 13D 1 \\\BA - 61904/1 - 0024278.01 OMB APPROVAL OMB Number: 3235-0145 Expires: October 31, 1994 Estimated average burden hours per form . . . . 14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* Danaher Corporation (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 23585110 (CUSIP Number) Michael G. Ryan 1250 24th Street, N.W., Suite 800 Washington, DC 20037 (202) 828-0060 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 2, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box . Check the following box if a fee is being paid with the statement . (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 23585110 Page 2 of 7 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Equity Group Holdings LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO, PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA 7 SOLE VOTING POWER 12,032,444 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY None OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 12,032,444 PERSON WITH 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,032,444 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.7% 14 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP No. 23585110 Page 3 of 7 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Equity Group Holdings II LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO, PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA 7 SOLE VOTING POWER 8,776,820 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY None OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 8,776,820 PERSON WITH 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,776,820 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.1% 14 TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP No. 23585110 Page 4 of 7 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Steven M. Rales 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO, PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA 7 SOLE VOTING POWER NUMBER OF 1,207,571 1/ SHARES 8 SHARED VOTING POWER BENEFICIALLY 20,809,264 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,207,571 1/ PERSON WITH 10 SHARED DISPOSITIVE POWER 20,809,264 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,016,835 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 1/ On May 7, 1996, Steven M. Rales sold 1,000,000 shares for his own account and in connection therewith delivered 1,000,000 shares borrowed from Capital Yield Corporation ("CYC"). The amount of securities over which Mr. Rales exercises sole dispositive power includes 1,055,511 shares pledged as collateral to secure the loan of shares by CYC and the amount of securities over which Mr. Rales exercises shared dispositive power excludes 1,000,000 shares borrowed from CYC and sold by Mr. Rales. SCHEDULE 13D CUSIP No. 23585110 Page 5 of 7 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mitchell P. Rales 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO, PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA 7 SOLE VOTING POWER 1,181,443 1/ NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY 20,809,264 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,181,443 1/ PERSON WITH 10 SHARED DISPOSITIVE POWER 20,809,264 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,990,707 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 1/ On May 7, 1996, Mitchell P. Rales sold 1,000,000 shares for his own account and in connection therewith delivered 1,000,000 shares borrowed from Capital Yield Corporation ("CYC"). The amount of securities over which Mr. Rales exercises sole dispositive power includes 1,055,511 shares pledged as collateral to secure the loan of shares by CYC.and the amount of securities over which Mr. Rales exercises shared dispositive power excludes 1,000,000 shares borrowed from CYC and sold by Mr. Rales. CUSIP No. 23585110 Page 6 of 7 Pages Item 5. Interest in Securities of the Issuer Item 5 is hereby amended and supplemented by adding thereto the following: On April 19, 1996 Mitchell P. Rales and Steven M. Rales each transferred 1,000,000 shares of Common Stock of Danaher Corporation (the "Corporation"), held by them directly, to Capital Yield Corporation ("CYC"). On April 26, 1996, Equity Group Holdings II LLC distributed 611,590 shares of Common Stock of the Corporation to each of Mitchell P. Rales and Steven M. Rales. On April 26, 1996, pursuant to separate Securities Loan Agreements entered with CYC, Mitchell P. Rales and Steven M. Rales each borrowed 1,000,000 shares of Common Stock of the Corporation from CYC. Each loan is collateralized by 1,055,511 shares of the Corporation held by each of them. On May 7, 1996, each of Mitchell P. Rales and Steven M. Rales sold the 1,000,000 shares of Common Stock of the Corporation borrowed from CYC (2,000,000 shares in the aggregate) pursuant to a Registration Statement filed with the Securities Exchange Commission on Form S-3 (333- 02939) declared effective on May 2, 1996. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Item 6 is hereby amended and supplemented by adding thereto the following: On April 26, 1996 Mitchell P. Rales and Steven M. Rales each entered separate Securities Loan Agreements with CYC and each borrowed 1,000,000 shares of Common Stock of the Corporation from CYC. The terms of the Securities Loan Agreements contain standard default provisions. Each Securities Loan Agreement is secured by 1,055,511 shares of Common Stock of the Corporation pledged by Mitchell P. Rales and Steven M. Rales, respectively, to CYC. Mitchell P. Rales and Steven M. Rales retain sole investment and voting power with respect to the pledged shares. CUSIP No. 23585110 Page 7 of 7 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: By: Steven M. Rales By: Mitchell P. Rales EQUITY GROUP HOLDINGS LLC By: Michael G. Ryan, Vice President EQUITY GROUP HOLDINGS II LLC By: Michael G. Ryan, Vice President -----END PRIVACY-ENHANCED MESSAGE-----