Filed pursuant to Rule 424(b)(3)
File Number 333-56406
PROSPECTUS SUPPLEMENT NO. 28
$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, August 27, 2001, August 28, 2001, October 10, 2001,
October 23, 2001, November 6, 2001, November 27, 2001, December 11, 2001,
January 2, 2002, January 17, 2002, March 1, 2002, March 27, 2002, April 25,
2002, May 13, 2002, May 23, 2002, August 21, 2002, August 28, 2002, November 20,
2002 and February 6, 2003 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 following represents updated information regarding the selling
securityholders listed in the Selling Securityholder table in the prospectus:
Aggregate
Principal Amount Number of Shares
at Maturity of Percentage of of Common Stock Percentage of
LYONs That May LYONs That May be Common Stock
Name be Sold Outstanding Sold(1) Outstanding(2)
---- ------- ----------- ------- --------------
Merrill Lynch, Pierce, Fenner & Smith Inc. (3) $ 25,645,000 * 186,377 *
All other holders of LYONs or future transferees,
pledgees, donees, assignees or successors of any
such holders (4)(5)
$ 219,711,000 26.5% 1,596,771 1.0%
----------------
* 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 at maturity 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 150,909,505
shares of common stock outstanding as of March 25, 2002. 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 March 13, 2003.
(TM)Trademark of Merrill Lynch & Co., Inc.