Filed pursuant to Rule 424(b)(3)
File Number 333-56406
PROSPECTUS SUPPLEMENT NO. 11
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$829,823,000
DANAHER CORPORATION
LIQUID YIELD OPTION (TM) NOTES DUE 2021
(ZERO COUPON -- SENIOR)
AND
COMMON STOCK ISSUABLE UPON
CONVERSION OF THE LYONS
This prospectus supplement supplements the prospectus dated March 16, 2001
of Danaher Corporation, as supplemented March 20, 2001, April 17, 2001, May 2,
2001, May 23, 2001, June 21, 2001, July 9, 2001, July 17, 2001, July 30, 2001,
August 14, 2001 and August 27, 2001, relating to the sale by certain of our
securityholders (including their pledgees, donees, assignees, transferees,
successors and others who later hold any of our securityholders' interests) of
up to $829,823,000 aggregate principal amount at maturity of LYONs and the
common stock issuable upon conversion of the LYONs. You should read this
prospectus supplement in conjunction with the prospectus, and this prospectus
supplement is qualified by reference to the prospectus, except to the extent
that the information in this prospectus supplement supersedes the information
contained in the prospectus. Capitalized terms used in this prospectus
supplement and not otherwise defined herein have the meanings specified in the
prospectus.
The table of Selling Securityholders contained in the prospectus is hereby
amended to add the entities who are named below as selling securityholders.
Aggregate Principal
Amount at Maturity Number of Shares of Percentage of
of LYONs That May be Percentage of LYONs Common Stock That May Common Stock
Name Sold Outstanding be Sold(1) Outstanding(2)
---- -------------------- -------------------- --------------------- --------------
Merrill Lynch Quantitative Advisors
Convertible Securities Arbitrage Ltd.(3) $81,000,000 9.8% 588,675 *
Additionally, the following represents updated information regarding the selling
securityholders listed in the Selling Securityholder table in the prospectus:
Aggregate Principal
Amount at Maturity Number of Shares of Percentage of
of LYONs That May be Percentage of LYONs Common Stock That May Common Stock
Name Sold Outstanding be Sold(1) Outstanding(2)
---- -------------------- -------------------- --------------------- --------------
KBC Financial Products USA Inc. $ 15,000,000 1.8% 109,014 *
All other holders of LYONs or future
transferees, pledgees, donees, assignees
or successors of any such holders (4)(5) $398,092,000 48.0% 2,893,173 2.0%
________________
* Less than one percent (1%).
(1) Assumes conversion of all of the holder's LYONs at a conversion rate of
7.2676 shares of common stock per $1,000 principal amount ataaaturity of
the LYONs. This conversion rate is subject to adjustment, however, as
described under "Description of the LYONs--Conversion Rights." As a
result, the number of shares of common stock issuable upon conversion of
the LYONs may increase or decrease in the future.
(2) Calculated based on Rule 13d-3(d)(i) of the Exchange Act, using 142,416,505
shares of common stock outstanding as of February 23, 2001. In calculating
this amount for each holder, we treated as outstanding the number of shares
of common stock issuable upon conversion of all of that holder's LYONs, but
we did not assume conversion of any other holder's LYONs.
(3) Merrill Lynch, Pierce, Fenner & Smith Incorporated and Danaher Corporation
have, within the past three years, engaged in, and may in the future engage
in, investment banking and other commercial dealings, and Merrill Lynch
acted as the initial purchaser in the private placement in which the LYONs
were originally issued. Merrill Lynch has received customary fees and
commissions for these transactions.
(4) Information about other selling securityholders will be set forth in
prospectus supplements, if required.
(5) Assumes that any other holders of LYONs, or any future pledgees, donees,
assignees, transferees or successors of or from any such other holders of
LYONs, do not beneficially own any shares of common stock other than the
common stock issuable upon conversion of the LYONs at the initial
conversion rate.
Investing in the LYONs involves risks that are described in the "Risk
Factors Relating to the LYONs" section beginning on page 12 of the prospectus.
Neither the Securities and Exchange Commission, any state securities
commission nor any other regulatory body has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this prospectus supplement is August 28, 2001.
Trademark of Merrill Lynch & Co., Inc.