-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VxuksRvnGPBThjIehX658iDrRqJ8vnHFDchAVDcAiOmhxKrlOF2haqyjH9XAjA3I Pf85RWEJ2DUARR7I2BvibA== 0000950152-98-009654.txt : 19981221 0000950152-98-009654.hdr.sgml : 19981221 ACCESSION NUMBER: 0000950152-98-009654 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19981218 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KEITHLEY INSTRUMENTS INC CENTRAL INDEX KEY: 0000054991 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 340794417 STATE OF INCORPORATION: OH FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13E4/A SEC ACT: SEC FILE NUMBER: 005-37166 FILM NUMBER: 98771916 BUSINESS ADDRESS: STREET 1: 28775 AURORA RD CITY: SOLON STATE: OH ZIP: 44139 BUSINESS PHONE: 2162480400 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KEITHLEY INSTRUMENTS INC CENTRAL INDEX KEY: 0000054991 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 340794417 STATE OF INCORPORATION: OH FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13E4/A BUSINESS ADDRESS: STREET 1: 28775 AURORA RD CITY: SOLON STATE: OH ZIP: 44139 BUSINESS PHONE: 2162480400 SC 13E4/A 1 KEITHLEY INSTRUMENTS, INC. SCHEDULE 13E4/AMEND 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 13E-4 ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) (AMENDMENT NO. 3) (Final Amendment) KEITHLEY INSTRUMENTS, INC. (NAME OF ISSUER) KEITHLEY INSTRUMENTS, INC. (NAME OF PERSON FILING STATEMENT) COMMON SHARES, WITHOUT PAR VALUE (TITLE OF CLASS OF SECURITIES) 487584104 (CUSIP NUMBER OF CLASS OF SECURITIES) JOSEPH P. KEITHLEY PRESIDENT AND CHIEF EXECUTIVE OFFICER KEITHLEY INSTRUMENTS, INC. 28775 AURORA ROAD, SOLON, OHIO 44139 (440) 248-0400 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT) WITH A COPY TO: JOHN M. GHERLEIN BAKER & HOSTETLER LLP 3200 NATIONAL CITY CENTER 1900 EAST 9TH STREET CLEVELAND, OHIO 44114-3485 (216) 621-0200 NOVEMBER 11, 1998 (DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS) 2 This Amendment No. 3 (this "Amendment") to Issuer Tender Offer Statement on Schedule 13E-4 (the "Schedule") relates to the offer by Keithley Instruments, Inc., an Ohio corporation (the "Company"), to purchase up to 2,000,000 (or such lesser number as are properly tendered) of its common shares, without par value (the "Shares"), at prices not greater than $7.00 per Share and not less than $5.75 per Share, net to the seller in cash, without interest thereon, as specified by the shareholders tendering their Shares, upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 11, 1998 (the "Offer to Purchase"), and in the related Letter of Transmittal (the Offer to Purchase and the Letter of Transmittal, collectively, as amended or supplemented from time to time, the "Offer"), and is intended to satisfy the reporting requirements of Section 13(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This Amendment constitutes the final amendment to the Schedule in accordance with Rule 13e-4(c)(3) under the Exchange Act and General Instruction D to Schedule 13E-4. This Amendment is filed solely to file Exhibits (a)(12) and (a)(13) which were unintentionally omitted from Amendment No. 2. 3 ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Item 9 of the Schedule is hereby amended and supplemented to add Exhibits (a)(12) and (a)(13). (a)(1) Offer to Purchase* (a)(2) Letter of Transmittal* (a)(3) Notice of Guaranteed Delivery* (a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees* (a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees* (a)(6) Letter to Participants in the Keithley Instruments, Inc. 1993 Employee Stock Purchase Plan* (a)(7) Letter to Shareholders from Joseph P. Keithley, President and Chief Executive Officer of the Company, dated as of November 11, 1998.* (a)(8) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(9) Summary Advertisement dated as of November 12, 1998.* (a)(10) Press Release dated as of November 11, 1998.* (a)(11) Letter to Participants in the Keithley Instruments, Inc. Dividend Reinvestment Plan.* (a)(12) Press Release dated December 11, 1998. (a)(13) Press Release dated December 16, 1998. (b)(1) Credit Agreement dated as of May 31, 1994, by and among the Company and certain borrowing subsidiaries, and the banks named therein and NBD Bank, as agent.** (b)(2) First Amendment dated as of March 28, 1997, to the Credit Agreement dated as of May 31, 1994.*** (c) Not applicable (d) Not applicable (e) Not applicable (f) Not applicable * Previously filed ** Incorporated by reference herein from Exhibit 10(u) of the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1994 (File No. 1-9965) ***Incorporated by reference herein from Exhibit 10(y) of the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1997 (File No. 1-9965)
4 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 3 is true, complete and correct. Dated as of: December 17, 1998 KEITHLEY INSTRUMENTS, INC. By: /s/ Joseph P. Keithley -------------------------------------- Name: Joseph P. Keithley Title: President and Chief Executive Officer EX-12.A 2 EXHIBIT (A)(12) 1 EXHIBIT (a)(12) CONTACT: Mark J. Plush Chief Financial Officer (440) 248-0400 KEITHLEY INSTRUMENTS ANNOUNCES PRELIMINARY RESULTS OF ITS "DUTCH AUCTION" SELF-TENDER OFFER Cleveland, Ohio - December 11, 1998 - Keithley Instruments, Inc. (NYSE:KEI) today announced the preliminary results of its "Dutch Auction" self-tender offer which expired at 12:00 Midnight, New York City time, on Thursday, December 10, 1998. Keithley commenced the offer for up to 2,000,000 of its Common Shares, or approximately 40 percent of its then outstanding Common Shares (25 percent of Class B and Common Shares combined), at a price range of $5.75 to $7.00 per share, on November 11, 1998. Based on a preliminary count by the First Chicago Trust Company of New York, the depository for the offer, a total of 405,747 Common Shares were properly tendered at or below $7.00 per share. Keithley expects to purchase, subject to final verification, all shares properly tendered at $7.00. After the shares are purchased Keithley will have 4,784,812 Common Shares and 2,692,528 Class B Shares outstanding. "We view the fact that our tender was significantly under-subscribed as a sign that the majority of our shareholders remain confident in the long-term future of Keithley Instruments," stated Joseph P. Keithley, Chairman, President and Chief Executive Officer. The determination of the actual number of shares to be purchased through the Dutch Auction and their purchase price are subject to final confirmation and proper delivery of all shares tendered (and not properly withdrawn), including shares tendered subject to guarantees of delivery. Payment for shares accepted for purchase and return of all shares tendered but not accepted for purchase will occur as soon as practicable after final accounting by the depository. Keithley Instruments, Inc. provides electrical measurement solutions to the wireless communications, semiconductor and electronic components industries. Engineers and scientists around the world use Keithley's advanced hardware and software for process monitoring, production test and basic research. EX-13.A 3 EXHIBIT (A)(13) 1 EXHIBIT (a)(13) CONTACT: Mark J. Plush Chief Financial Officer (440) 248-0400 KEITHLEY INSTRUMENTS ANNOUNCES FINAL RESULTS OF ITS "DUTCH AUCTION" SELF-TENDER OFFER Cleveland, Ohio - December 16, 1998 - Keithley Instruments, Inc. (NYSE:KEI) today announced the final results of its "Dutch Auction" self-tender offer which expired at 12:00 Midnight, New York City time, on Thursday, December 10, 1998. Keithley commenced the offer for up to 2,000,000 of its Common Shares, or approximately 40 percent of its then outstanding Common Shares (25 percent of Class B and Common Shares combined), at a price range of $5.75 to $7.00 per share, on November 11, 1998. Based on the final count by the First Chicago Trust Company of New York, the depository for the offer, a total of 405,747 Common Shares were properly tendered at or below $7.00 per share. The 405,747 Common Shares were approximately 8 percent of the previously outstanding Common Shares (5 percent of Class B and Common Shares combined.) Under the terms of the offer, Keithley accepted for purchase and purchased all shares tendered at $7.00 per share. Keithley expects that the depository will begin issuing payment for shares purchased in the offer on December 16, 1998, and will complete the payment process as promptly as possible. Shares not accepted for purchase pursuant to the offer will be promptly returned by the depository. After the share purchase, Keithley has approximately 4.8 million Common Shares and 2.7 million Class B Shares outstanding. Keithley Instruments, Inc. provides electrical measurement solutions to the wireless communications, semiconductor and electronic components industries. Engineers and scientists around the world use Keithley's advanced hardware and software for process monitoring, production test and basic research. -----END PRIVACY-ENHANCED MESSAGE-----