Joslyn Corp/IL – ‘SC 14D9/A’ on 8/15/95 re: Joslyn Corp/IL – EX-12

As of:  Tuesday, 8/15/95   ·   Accession #:  912057-95-6583   ·   File #:  5-15605

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Amendment to Tender-Offer Solicitation/Recommendation Statement   —   Schedule 14D-9
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14D9/A   Sch 14D-9                                              4     11K 
 2: EX-12       Statement re: Computation of Ratios                    3      9K 

EX-12   —   Statement re: Computation of Ratios

EX-12
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EXHIBIT 12

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EX-12
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EXHIBIT 12

FOR IMMEDIATE RELEASE                                                           
---------------------                                                           

Contact:  William J. Rotenberry         
             Director of Corporate Development
312-454-2921        

 JOSLYN CORPORATION URGES SHAREHOLDERS
 NOT TO TENDER SHARES TO DANAHER CORPORATION

CHICAGO, August 14, 1995 - Joslyn Corporation (NASDAQ:JOSL) announced today that
its Board of Directors has reaffirmed its rejection of Danaher Corporation's    
offer to acquire Joslyn Corporation at a price of $32 per share.  At its meeting
held on August 12, the Board advised Joslyn shareholders not to tender their    
shares to Danaher Corporation and urged shareholders who have tendered their    
shares to withdraw them before August 18, 1995, the scheduled expiration date of
Danaher's tender offer.                                                         

The full text of the letter to Joslyn shareholders is as follows:     

 August 14, 1995

To Our Shareholders:                                                            

          Your Board and management have been working diligently on your behalf.
We are writing to ask you to help us help you.                                  

         As we approach the scheduled expiration date of Danaher Corporation's
$32 per share cash tender offer, we again urge you to reject Danaher's Offer and
NOT TENDER YOUR SHARES.  Since our last letter to you, Danaher has continued its
due diligence investigation. On August 11, 1995, notwithstanding Danaher's prior
commitment to a "brief, highly focused" investigation, Danaher once again       
informed us that they would need additional time before telling us whether      
Danaher will increase its Offer.  We believe Danaher has already seen everything
necessary to satisfy any reasonable due diligence needs and to know that Joslyn 
is worth more than $32 per share to Danaher.                                    

      On August 12, 1995, the Joslyn Board met again and reconfirmed its
recommendation that you reject the existing Offer for the following reasons:    

  -    Joslyn's business is benefiting from our new strategy and
        management and is producing strong operating and financial
          results.  Your Board is exploring all avenues for maximizing
shareholder                                       

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EX-12
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      value, including possible restructuring transactions and
transactions with others.                         

          -    Joslyn is continuing to enter into confidentiality agreements and
              provide information to other parties potentially interested in a
business combination.                             

    -    There are reasons for optimism that Danaher will propose an
increased Offer price.  Among other things--      

             -    Danaher itself has stated that its purpose in conducting a
               due diligence investigation is to determine if a higher
price can be justified.                 

             -    Our analysis indicates that an acquisition by Danaher at a
                price significantly higher than $32 would continue to be
earnings-enhancing for them.            

     Although the Board cannot predict how all this will sort out, one
thing seems clear: you have nothing to gain by tendering into Danaher's Offer   
prior to its scheduled expiration on Friday, August 18, 1995.  Danaher has      
indicated that it will not be able to buy any shares until certain conditions to
the Offer, including those requiring action by the Board, have been satisfied.  
Those conditions will not be satisfied by that date. ACCORDINGLY, WE URGE YOU   
NOT TO TENDER.  AND, IF YOU HAVE ALREADY TENDERED, WE URGE YOU TO WITHDRAW YOUR 
SHARES BEFORE AUGUST 18.                                                        

          Again, help us help you.  By not tendering, you will send a message to
Danaher that you demand full value for your shares.                             

Sincerely,

       William E. Bendix
 L.G. Wolski

Joslyn Corporation, founded in 1902, provides electric power quality, 
protection, switch, control and distribution support products to the electric   
utility, telecommunications and industrial markets.  It has approximately 2,100 
employees and operates facilities in the United States and Canada.              

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 14D9/A’ Filing		Date		First		Last			Other Filings
		8/18/95		2		3
Filed on:		8/15/95
		8/14/95		2
		8/12/95		2
		8/11/95		2					10-Q
									List all Filings