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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 28, 2002
DANAHER CORPORATION
(Exact name of registrant as specified in charter)
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Delaware 001-08089 59-1995548
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
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2099 Pennsylvania Avenue, N.W.
Washington, D.C. 20006-1813
(Address of Principal Executive Offices and Zip Code)
(202) 828-0850
(Registrant's telephone Number, including area code)
Not applicable
(Former name or former address, if changed since last report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On May 28, 2002, Danaher Corporation, a Delaware corporation (the
"Company"), dismissed Arthur Andersen LLP as its independent accountant and
determined to engage Ernst & Young LLP as its new independent accountant. The
change in independent accountants became effective May 28, 2002. The decision to
dismiss Arthur Andersen and to engage Ernst & Young was recommended by the
Company's Audit Committee and approved by the Company's Board of Directors.
Arthur Andersen's reports on the Company's financial statements did
not, in either of the past two fiscal years, contain an adverse opinion or a
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope, or accounting principles.
During the Company's two most recent fiscal years and the subsequent
interim period between December 31, 2001 and May 28, 2002, there were no
"reportable events" (as defined in Item 304(a)(1)(v) of Regulation S-K
promulgated by the Securities and Exchange Commission ("SEC")).
During the Company's two most recent fiscal years and the subsequent
interim period between December 31, 2001 and May 28, 2002, there were no
disagreements with Arthur Andersen on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of such accountant, would
have caused it to make reference to the subject matter of the disagreement in
connection with its report.
The Company provided Arthur Andersen with a copy of the foregoing
disclosures in advance of the day that these disclosures were filed by the
Company with the SEC. Attached as Exhibit 16.1 to this Current Report on Form
8-K is a copy of Arthur Andersen's letter, dated May 29, 2002, stating its
agreement with such statements.
During the Company's two most recent fiscal years and the subsequent
interim period between December 31, 2001 and May 28, 2002, the Company did not
consult with Ernst & Young LLP regarding any of the matters or events described
in Item 304(a)(2)(i) or (ii) of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
Exhibit No. Description
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16.1 Letter of Arthur Andersen LLP regarding change in certifying
accountant
SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
DANAHER CORPORATION
By: /s/ Patrick W. Allender
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Name: Patrick W. Allender
Title: Executive Vice President, Chief
Financial Officer and Secretary
Dated: May 29, 2002
Exhibit Index
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Exhibit No. Description
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16.1 Letter of Arthur Andersen LLP regarding change in
certifying accountant