SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____to___Commission File Number:1-8089
DANAHER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 59-1995548
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(State of incorporation) (I.R.S. Employer
Identification number)
2099 Pennsylvania Ave. NW
Washington, D.C. 20006-1813
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: 202-828-0850
Securities Registered Pursuant to Section 12(b) of the Act:
Name of Exchanges
Title of each class on which registered
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Common Stock $.01 par Value New York Stock Exchange, Inc.
Pacific Stock Exchange, Inc.
Securities registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
This Amendment on Form 10-K/A amends the disclosure incorporated by
reference into Item 13 of the Company's Annual Report on Form 10-K for the year
ended December 31, 2001 by adding at the end of Item 13 the following
supplemental information:
Colfax Corporation ("Colfax"), of which Steven M. and Mitchell P. Rales are
controlling stockholders, acts as the primary distributor/reseller of the
Company's "wrap spring clutch" product line in Europe. This product line was one
of the assets acquired by the Company in connection with its acquisition of the
motion control businesses of Warner Electric Group, Inc. in 2000, and the
distribution/resale arrangement predates the Company's acquisition of this
product line. During 2001, the Company sold approximately $3.1 million of
products to Colfax in connection with this distribution arrangement, at the same
discount to list price offered by the Company to other distributors with respect
to such product line. In January 2002, the Company entered into a new, three
year agreement with Colfax with respect to the distribution and resale of this
product line which essentially extended the existing arrangement between the
parties. The Company believes that this is an advantageous distribution
arrangement for the Company.
Each of the Company, on the one hand, and Equity Group Holdings LLC and
its affiliates, on the other hand ("EGH"), leases a plane for business purposes.
Each party pays the variable costs of operating its own plane, such as expenses
for fuel, landing fees and specific maintenance requirements. In order to
achieve efficiencies of scale and reduce costs, the Company and EGH share on a
proportionate basis certain fixed expenses related to the operation and
maintenance of their respective planes, including expenses related to the
compensation of the flight crews that staff the planes, training costs for these
flight crews, rental fees for hangar and office space and costs of shared
supplies. The Company believes that this cost-sharing arrangement results in
lower costs to the Company than if the Company operated its flight department on
a stand-alone basis. With respect to the year ended December 31, 2001, EGH
reimbursed the Company for its share of such fixed expenses in the amount of
approximately $650,000, which represented one half of the aggregate shared
expenses for the period. In addition, each of the Company and EGH occasionally
uses the other's plane in the event that the party's own plane is not available
for use, for example as a result of maintenance requirements or for training
purposes. Under this arrangement, over the course of any given calendar year,
each party uses the other's plane for approximately the same amount of flight
hours.
In 2001, Equity Group Holdings LLC and its affiliates paid the Company the
sum of approximately $125,000 in full reimbursement for the payment by the
Company of all or a portion of the salaries of, and the cost of benefits to,
four employees of Equity Group Holdings LLC and its affiliates, and the Company
in 2001 also provided office space to these individuals.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment No. 1 on Form 10-K/A
to be signed on its behalf by the undersigned, thereunto duly authorized.
DANAHER CORPORATION
By: /s/ H. Lawrence Culp, Jr.
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H. Lawrence Culp, Jr.
President and Chief Executive
Officer
Date: August 14, 2002