UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.      )

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¨ Definitive Additional Materials

x Soliciting Material Pursuant to §240.14a-12

Visual Networks, Inc.

(Name of Registrant as Specified in Its Charter)

Danaher Corporation

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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This filing consists of a slide show presentation presented by Fluke Electronics Corporation to Visual Networks employees on December 5, 2005.

1

Larry Barker

Filed by Danaher Corporation

Pursuant to Rule

14a-12

Under the Securities Exchange Act of 1934

Subject Company:  Visual Networks, Inc.

Commission File No.:  000-23699

Slide Show Presentation

Chris Odell

President

3

Fluke Networks is acquiring

Visual Networks, Inc.

•

What we will cover this morning

•

Who is Fluke Networks?

•

Where will the Visual Networks fit within Fluke

Networks?

•

Who is Fluke Networks’

parent company?

•

What are the key businesses of Fluke Networks?

•

Why is Fluke Networks acquiring Visual Networks?

•

What happens next?

4

•

Began as an exploratory business unit within Fluke

Corporation in 1992

–

Fluke Corporation has 50+ years as world-leader

of electronic test tools

•

In 2000, growth and market conditions caused

Fluke Networks to become a separate business

–

Fluke Networks and Fluke Corporation

are separate and distinct entities

–

Both are part of the Danaher family

of

companies (NYSE:DHR)

Who is Fluke Networks?

Who is Fluke Networks?

DSP-100

Fluke Networks’

First  Cable Tester

Fluke Networks’

First  Handheld

Network Analyzer

5

Communication

Service Providers

•

Visual

Networks

will

become

one

of

Fluke

Networks’

core

businesses,

serving

the

enterprise

market

Datacom and 

Enterprise

Fluke Networks Businesses

and Support Organizations

Newly Acquired

Visual Networks

Combining Visual Networks and Fluke Networks

Visual Networks Mktg,

Eng, Prod, Dev, Mfg,

Sales 

Engineering

Sales

Finance and

Operations

6

Fluke Networks is part of

Danaher Corporation

Danaher, a diversified technology leader, designs,

manufactures, and markets innovative products and

services with strong brand names and significant

market positions over 6 strategic platforms

Environmental

Hand Tools

Motion

Electronic Test

Medical

Product ID

Fluke and Fluke Networks

are separate operating

companies within Danaher but are part of the same

strategic platform

7

Danaher Performance

All figures in $m except EPS

Excludes the following special credits and charges:

-

restructuring charges in 2001 and accounting changes and unusual credits in 2002 and 2003

00

01

02

03

04

$552.1

$571.7

$694.8

$823.5

$1,105.1

00

01

02

03

04

$1.11

$1.15

$1.38

$1.64

$2.30

00

01

02

03

04

$3,778

$3,782

$4,577

$5,294

$6,889

SALES

OPERATING INCOME

EPS

CAGR 16%

CAGR 19%

CAGR 20%

8

Danaher 10 Year Shareholder Return

0

100

200

300

400

500

600

700

800

900

1994

1995

1996

1997

1998

1999

2000

2001

2002

2003

2004

Danaher 24.5% CAGR

Dover 14.0%

Textron 14.0%

Honeywell 9.6%

GE 18.0%

ITW 16.9%

Emerson 11.1%

Cooper  10.6% 

SPX 17.8%

Ingersoll-Rand  16.1%

Thermo Electron 5.8%

Eaton 15.6%

3M 15.0%

Parker Hannifin 16.0%

S&P 500 12.0%

Fluke Networks

10

•

Continuously profitable company since its inception

•

Approximately

50% of revenue from outside the U.S.

•

Over 600 associates worldwide

Worldwide Headquarters: Everett, WA

Major facilities: Colorado Springs; Austin, TX; Dallas, TX; Buford, GA;

Cincinnati, OH; Bridgewater, NJ; Camarillo, CA

Sales Offices & Associates: Worldwide

Fluke Networks

11

•

Focus on value, quality, and reliability

•

“Firsts”

in all categories entered

1995

Digital

Cable

Tester

1999

Digital Cat

6 Cable

Tester

1997

Handheld

ATM

Analyzer

Handheld

Network

Analyzer

1993

Out of  

the Box

Network

Mgmt

1998

1998

Web-

Enabled

Handheld

Analyzer

xDSL

Installation

Tool

1997

Handheld

Frame Relay

Installation Tool

1999

Full line-rate

Gigabit

Analysis

2000

1993

Cat 5

Tester

(Microtest)

Handheld

Fast

Ethernet

Analyzer

1996

1998

Cat 6 Tester

(Microtest)

Distributed

Analyzer for

Workgroups

& VLANs

2002

Certifying

OTDR for

fiber LANs

2002

Self-contained

OC3/OC12

WAN Analyzer

2003

Integrated

WAN/LAN &

WLAN network

analysis solution

2003

Digital

toner and

probe

2004

2004

Analyzer to

test Virtual

LANS

(VLANs)

CableAnalyzer to

dramatically

reduce total time

to certify

2004

Category

defining

connectivity

Tester

2000

Wired/Wireless

Network

Analyzer

2002

EtherScope

Network

Assistant 

portable, Gigabit

LAN analyzer

2004

Residential

VDV

Tester

2001

Application

performance

analyzer

measures

end-user

response time

2004

EtherScope

Network

Assistant  with

a//b/g wireless

2005

History of Innovation

16 test sets

in 1

instrument

2001

Integrated

Network

Analyzer

2000

12

What does Fluke Networks do?

We deliver….

What is Network SuperVision?

13

Network SuperVision is our brand promise

•

Helping customers gain unique vision into the

network, and understand at a glance what is right

and wrong, is core to all our external messaging

•

It is how we express ourselves to our customers

concerning

–

our company

–

our products

–

our value proposition

•

We articulate this with three key statements …

14

Portable

Distributed

Software

Installers/

Maintainers

Enterprise

Networks

Public

Networks

Techs

Mgt

Techs

Admins

Engineers

Techs

Mgt

OptiView Integrated

Network Analyzer

Loop

Testers

Operation Support

Systems

LinkRunner, NetTool,

EtherScope

OptiView Console

LinkWare™

Cable Test

Management Software

LinkWare™

Stats

Protocol Expert

DTX

OptiFiber

DaVaR

Systems

#1 -

The right tool for the right person

Fiber Test

Butt Sets

SuperAgent Application

Performance Analyzer

ReporterAnalyzer

15

Hardware

Software

Physical    

Application

#2 -

More ways to look at your network

LAN

WAN

Portable 

Distributed

16

#3 -

Each solution gives you unique

vision into your network

17

Most awarded network management solutions

in the industry…

emap

COMPUTIN

networking

industry

awards

‘95

Best LAN Management Produc

Fluke LANMeter Series

18

Core Businesses

Distributed and handheld

LAN and WAN

test and analysis solutions

xDSL qualification

Process improvement

Access management and testing

Communication

Service Providers

Copper & fiber cable

certification and troubleshooting

Communication networks testing

Datacom

Installers

Enterprise

Management

19

•

Market leader in copper & fiber cable

certification and troubleshooting

•

Communication networks testing

–

Copper Test Solutions

•

Test, certify and document copper and fiber links 

•

Significantly reduce total time to certify

–

Fiber Test Solutions

•

Comprehensive line of optical fiber test kits

•

Verify, certify and document fiber links

•

Advanced inspection scopes

–

Residential Solutions

•

A growing market with increasingly complex requirements

•

Fluke Networks provides tools, answers, market leadership

Datacom Overview

20

Communication Service

Provider Overview

•

Focused on two critical business needs:

–

Migrate from legacy to next generation

networks …

voice, data and video services

–

Process improvement solutions

•

Improve productivity and

•

Lower operating costs

•

Major product families

–

NetDSL Bulk Qualification Systems

–

LoopExpert Proactive and Reactive OSS

Software Solutions

–

Access Network Field Test Instruments

–

Centralized Test Systems

21

Fluke Networks’

enterprise solutions

•

LAN and WAN test and analysis solutions

–

Portable Network Test & Analysis

•

Enterprise-wide view from anywhere on your wired or wireless

network

–

Wireless LAN troubleshooting and

management

•

Solutions to successfully troubleshoot and manage

802.11a/b/g  wireless networks

–

Application and network performance

monitoring and analysis

•

Enterprise application SLA monitoring, reporting and

application troubleshooting

•

Enterprise WAN monitoring, analysis,

troubleshooting, capacity planning and executive reporting

•

Remote office monitoring and troubleshooting solutions

•

VoIP QoS monitoring and troubleshooting

22

The companies’

APM solutions

are complementary

•

SuperAgent works in data center

–

Measures end-to-end response time

–

Identifies the problem domain

•

Visual Networks gathers data at remote

locations

–

Fully instruments remote locations

–

Reflects user experience

23

Where Visual Networks fits

within Fluke Networks

•

Brand

–

Fluke Networks’

Network SuperVision

–

Visual Networks

•

Visual Uptime Select

•

Visual IP InSight

–

“Provide the highest degree of visibility”

–

“Visibility into layers 1-7”

–

Both companies offer customers vision into their networks

•

Products

–

Visual Networks’

solutions expand Fluke Networks’

application

and network performance monitoring and analysis portfolio with

large scale enterprise networked application traffic monitoring and

troubleshooting

–

Visual Networks’

expands Fluke Networks’

presence into managed

services marketplace

•

Markets

–

Visual Networks’

VARs, master distributors and carriers open

reach customers not covered by FNET’s direct sales, rep firms and

distributors

24

What is Fluke Networks’

go-forward plan for Visual Networks?

•

Today’s

announcement

is

about

the

intended

acquisition

•

We

can

say

nothing

definitive

going

forward

until

after

closing

•

We

expect

much

more

will

stay

the

same

than

will

change

•

We

will

form

an

integration

team

•

Headed

by

Jeff

Lime,

Fluke

Networks

Senior

Vice

President

of

Enterprise/Datacom

Marketing

•

Strongly

supported

by

Fluke

Networks’

DBS

Leader

•

Team

members

from

Fluke

Networks,

Fluke

Corp

and

Visual

Networks

Important Additional Information and Where to Find It

Visual Networks, Inc. plans to file with the SEC and mail to its stockholders a Proxy Statement in connection with the transaction. The Proxy Statement will contain important information about Visual Networks, the transaction and related matters. Investors and security holders are urged to read the Proxy Statement carefully when it is available. Investors and security holders will be able to obtain free copies of the Proxy Statement and other documents filed with the SEC through the web site maintained by the SEC at www.sec.gov.

In addition, investors and security holders will be able to obtain free copies of the Proxy Statement from Visual Networks by calling 301.296.2300.

Danaher Corporation and Visual Networks, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the merger agreement. Information regarding Danaher’s directors and executive officers is contained in Danaher’s Form 10-K for the year ended December 31, 2005 and its proxy statement dated March 25, 2005. Information regarding Visual Networks’ directors and executive officers is contained in Visual Networks’ Form 10-K for the year ended December 31, 2004 and its proxy statement dated April 23, 2005, which are filed with the SEC. As of December 1, 2005, Visual Networks’ directors and executive officers beneficially owned approximately 206,096 shares, or less than 1%, of Visual Networks’ common stock. In addition, Danaher’s subsidiary, Fluke Electronics Corporation, has also entered into employment agreements with Lawrence S. Barker and Donald Clarke, effective upon the closing of the merger. A more complete description will be available in the Proxy Statement.

Cautionary Note Regarding Forward-Looking Statements

Statements in this document regarding the proposed merger transaction, the expected timetable for completing the transaction, future financial and operating results, benefits and synergies of the transaction, future opportunities for the combined company and any other statements about Danaher or Visual Networks’ managements’ future expectations, beliefs, goals, plans or prospects constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words “believes,” “will,” “plans,” “anticipates,” “expects” and similar expressions) should also be considered to be forward looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward looking statements, including: the ability to consummate the transaction, the ability of Danaher to successfully integrate Visual Networks’ operations and employees; the ability to realize anticipated synergies and cost savings; and the other factors described in Danaher’s Annual Report on Form 10-K for the year ended December 31, 2004 and its most recent quarterly report filed with the SEC and in Visual Networks’ Annual Report on Form 10-K for the year ended December 31, 2004 and its most recent quarterly report filed with the SEC. Danaher disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this document.