Amendment to Tender-Offer Solicitation/Recommendation Statement — Schedule 14D-9
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 14D9/A Amendment to Tender-Offer 36 184K
Solicitation/Recommendation Statement
2: EX-13 Exhibit 13 - Agreement and Plan of Merger 109 229K
3: EX-14 Exhibit 14 - Press Release 3 9K
4: EX-15 Letter re: Unaudited Interim Financial Information 2± 10K
5: EX-16 Exhibit 16 - Second Amendment to Rights Agreement 5 11K
6: EX-17 Letter re: Departure of Director 1 8K
EX-17 — Letter re: Departure of Director
[JOSLYN LOGO]
30 SOUTH WACKER DRIVE
CHICAGO, ILLINOIS 60606
August 22, 1995
Dear Shareholder:
We are pleased to report that on August 20, 1995, Joslyn Corporation entered
into a merger agreement with Danaher Corporation and two of its subsidiaries
that provides for the acquisition of Joslyn by Danaher at a price of $34 per
share. Under the terms of the proposed transaction, a Danaher subsidiary is
commencing a cash tender offer for all outstanding shares of Joslyn common stock
at $34 per share.
Following the successful completion of the tender offer and upon approval by
shareholder vote, if required, the Danaher subsidiary will be merged with Joslyn
and all shares not purchased in the tender offer will be converted into the
right to receive $34 per share in cash in the merger.
YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE DANAHER OFFER AND
DETERMINED THAT THE TERMS OF THE OFFER AND THE MERGER ARE FAIR TO AND IN THE
BEST INTERESTS OF JOSLYN SHAREHOLDERS (OTHER THAN DANAHER AND ITS SUBSIDIARIES).
ACCORDINGLY, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ALL JOSLYN
SHAREHOLDERS ACCEPT THE DANAHER OFFER AND TENDER THEIR SHARES TO DANAHER.
In arriving at its recommendations, the Board of Directors gave careful
consideration to a number of factors. These factors, among others, included the
fact that $34 per share represents a premium of 37% over the Joslyn closing
price before Danaher publicly disclosed its intent to acquire Joslyn,
management's assessment with the advice of its advisors of various alternatives,
and the opinion of Goldman, Sachs & Co., Joslyn's financial advisor, that the
consideration of $34 per share to be received by the shareholders (other than
Danaher and its subsidiaries) in the Danaher offer and the merger is fair to
Joslyn shareholders. We urge shareholders to read the accompanying Goldman,
Sachs opinion in its entirety.
ACCOMPANYING THIS LETTER IS A COPY OF THE COMPANY'S AMENDMENT NO. 3 TO ITS
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9. ALSO ENCLOSED IS THE
ORIGINAL AND AMENDED DANAHER OFFER TO PURCHASE AND RELATED MATERIALS, INCLUDING
A LETTER OF TRANSMITTAL FOR USE IN TENDERING SHARES. WE URGE YOU TO READ THE
ENCLOSED MATERIALS CAREFULLY. THE MANAGEMENT AND DIRECTORS OF JOSLYN THANK YOU
FOR THE SUPPORT YOU HAVE GIVEN TO THE BOARD AND TO YOUR COMPANY.
On behalf of the Board of Directors,
Sincerely yours,
William E. Bendix
L.G. Wolski
Dates Referenced Herein and Documents Incorporated by Reference
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